Agenda packet — Modesto City Council, July 9, 2024 (part 4 of 12)

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Course CAD Enterprise - System Administration Training
Course Duration 40 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The System Administration Training course provides an overall administrative perspective of the System, including operating system and database management software and equipment components. This comprehensive course trains System Administrators and staff members to set up and administer infrastructure configurations for the Client-configured CentralSquare applications. The class also provides students with sufficient skills to perform system maintenance, manage and monitor interfaces, manage system operation and database settings for application support, maintenance and backup, and general troubleshooting skills.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Maintain operating system, database and equipment components • Obtain skills to maintain and monitor interfaces and backups • Perform routine maintenance and troubleshooting

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Project Manager
• GIS
• CAD Administrator(s)
• Patrol
• Communications
• Information Technology
• Mobile Administrator(s)
• Client-selected Subject Matter Experts

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with CAD Enterprise Client Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.
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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Complete CAD Enterprise – Administration Training Course (Code File Management) • Complete CAD Enterprise - DOLF Workshop
• Basic Windows skills
• SQL Server knowledge and skills

TRAINING TOPICS
• Operating system management
• Database Management
• Equipment Components
• System Maintenance
• Interfaces
• Application Support
• Maintenance and Backups
• Troubleshooting
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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Course CAD Enterprise - Supervisor Training (Pilot)
Course Duration 40 hours
Number of Courses 1
Location CentralSquare
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Supervisor course is a combination of end user training and supervisory training. The end user course takes place the first four days. It provides hands-on training for students in navigation, features, and functions utilizing step by step instruction, scenarios and lecture.

Students will learn how to utilize CAD Enterprise features and functions to complete daily dispatch and call taking actions. The last eight hours students will be instructed on supervisory features and functions such as permissions, reports, caution notes and other topics listed below.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Perform supervisory functions within CAD Enterprise
• Utilize CAD Enterprise to perform dispatch and call taking duties

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• CAD Administrator
• Communications Supervisory Staff
• Client-selected Subject Matter Experts

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with CAD Enterprise Client.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Understands agency Standard Operating Procedure regarding dispatch and call taking • Received agency dispatch training
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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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TRAINING TOPICS
• Log on / Log off / Exit
• Dashboard
• Queues Overview
• Powerline
• Emergency Call taking form (ECT)
• Incident Editor
• Dispatching
• Geo
• Messaging
• Rotation Provider
• Recall Forms
• BOLO (Be on the Lookout)
• Offline Incident Entry
• Offline Incident Entry
• Interfaces as applicable (i.e. Push to Talk)
• Reports
• Personnel Manager
• Passwords / Security
• Road Impedance
• Caution Notes
• Advisor Alerts
• Snapshot
• Rostering
• Recall vs. Incident Detail Reports
• Vehicle Manager – Adding Units
• CAD Supervisor Issues
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature
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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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Course CAD Enterprise - Administration Training Course (Code File Management)
Course Duration 24 hours
Number of Courses 1
Location Client site
Recommended Class
Size
10 users

DESCRIPTION AND GOAL
The focus of this three-day course is to prepare selected Client personnel to manage CAD Enterprise Code Files using CAD Enterprise utilities and is intended for existing CentralSquare Clients. Students learn how the Code Files interact within the System and how to make necessary changes. This includes evaluating their current set up and options to optimize their System.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Use application and utilities to enter code files and complete configurations

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with CAD Enterprise is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch: 1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.
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PREREQUISITES AND SKILLS
• Attended System Orientation (preferred by not required) • Understanding of Communication Standard Operating Procedure • Authority to make decisions regarding system configuration and workflow • Basic Windows computer skills

TRAINING TOPICS
• Numbering
o Incident
o Case
o Response
o Confirmation
o Patient
• Pop – Up List Utility
• Station Post Manager
• Resource Icon Assignment Utility/Incident Type Discussion • Out of Service Reason Manager
• Vehicle Manager
• Caution Notes – Permit Utility
• Personnel Manager
• Modify System Information
• Problem Incident Subtype Utility
• SOP Module (Protocol)
• Rotation Provider
• Adviser (Timers & Warnings)
• Permissions
• Power Lines
• Rosters vs. OTFS
• Multi-Agency Functionality
• Emergency Call Taking Form Review
• Response Plans
• Functional Testing
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CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course CAD Enterprise - User Training
Course Duration 32 hours
Number of Courses 2
Location CentralSquare
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The end user course provides hand-on training for students in navigation, features, and functions utilizing step by step instruction, scenarios and lecture. Students will learn how to utilize CAD Enterprise features and functions to complete daily dispatch and call taking actions.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Utilize CAD Enterprise to perform dispatch and call taking duties

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Communications Dispatch Staff (non-supervisory)
• Client-selected Subject Matter Experts

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with CAD Enterprise Client.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Understands agency Standard Operating Procedure regarding dispatch and call taking • Received agency dispatch training
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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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TRAINING TOPICS
• Log on / Log off / Exit
• Dashboard
• Queues Overview
• Powerline
• Emergency Call taking form (ECT)
• Incident Editor
• Dispatching
• Geo
• Messaging
• Rotation Provider
• Recall Forms
• BOLO (Be on the Lookout)
• Offline Incident Entry
• Offline Incident Entry
• Interfaces as applicable (i.e. Push to Talk)
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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Course CAD Enterprise - API Training
Course Duration 32 hours
Number of Courses 1
Location CentralSquare
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The CAD Enterprise API Training course is designed to provide guidance around CAD Enterprise extensibility. This class is designed for participants with significant programming experience. Topics covered include how to build custom PowerLine actions or Recall windows and writing Client-specific external applications that interface with the CAD Enterprise product.

The class participants complete the training with an understanding of how to interface with the CAD Enterprise product and how to assess the risks associated with such development. The CAD Enterprise API Training class is strictly held at CentralSquare site and is taught by CentralSquare engineering staff.

No other deliverables or follow up activities, including creating special material or applications for the Client, are included within the scope of this class.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Build Custom Powerline actions and Recall windows
• Write external applications
• Assess risks of creating custom API components

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Information Technology

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with CAD Enterprise Client Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.
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PREREQUISITES and SKILLS
• Mid-level software coding skills
• Experience in the programming language Microsoft Visual Basic or Microsoft Visual C# • Experience with Microsoft .NET platform
• Experience using CAD Enterprise or comfortable performing the practice work in the classroom environment

TRAINING TOPICS
• CAD Enterprise Engine Wrapper
• User Defined Applications
• Integrating with CAD Enterprise Dynamics ECT Properties • CAD Enterprise Custom PowerLine
• Integrating with CAD Enterprise Buttons
• Integrating with CAD Enterprise Startup Interfaces
• Integrating with CAD Enterprise Control Hooks
• Integrating with CAD Enterprise Call Close Prevention • CentralSquare Launch/Deployment
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Sample Training Plans – CentralSquare CAD Enterprise (powered by Inform)

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Course GIS – GISLink Training
Course Duration 24 hours
Number of Courses 1
Location Client site
Recommended
Class Size
4 users

DESCRIPTION AND GOAL
The focus of this course is to prepare selected Client personnel to import and use existing GIS data in CAD Enterprise to manage the GIS data used by CAD Enterprise and Mobile Enterprise.

GISLink is an CAD Enterprise Utility that provides a way for Clients to import Client GIS data into the CAD Enterprise databases. It consolidates GIS data related tools for maintaining and using GIS data in CentralSquare products. It consists of a Windows Forms application, a command line console application, and a programming API that consists of a set of reusable publicly exported classes and methods.

No other activities (including but not limited to CentralSquare performing follow up changes to the Client’s maps, development of special material for the Client, or a follow-up one-on-one session with the Client’s GIS staff) are within the scope of this class.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Import GIS data into CAD Enterprise databases
• Maintain GIS data for the Client’s CentralSquare system

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Project Manager
• Information Technology
• Communications
• GIS

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with CAD Enterprise Client Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.
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PREREQUISITES and SKILLS
• At least one CAD Enterprise console with GISLink utility installed on it • GIS knowledge and background
• Familiarity with Esri tools
• Authority to make decisions regarding GIS data for the CentralSquare Public Safety Suite Enterprise
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Sample Training Plans – CentralSquare Mobile Enterprise (powered by Inform)

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Course Mobile - Administrator Training
Course Duration 8 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
Mobile Enterprise Administration Training is a hands-on course provided by experienced trainers who have both training and public safety experience. This one-day course prepares the Mobile Administrator to configure and maintain the Mobile Server and Mobile Interface(s).

Access to the Mobile Server and Interface(s) is required. During this process, the CentralSquare Business Analyst and/or System Engineer instructs the Client on installation of Mobile Clients and aids with installation of up to five Mobile devices. The Client is responsible for installation of the balance of Mobile devices.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Understand the mobile system requirements
• Prepared to manage the Mobile Server, Software Update Server, Mobile Interface • Comprehend the configuration and deployment of the Mobile Enterprise Client • Install the remaining mobile devices

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Project Manager
• Information Technology
• Patrol Representative
• Mobile Administrator(s)
• Client-selected Subject Matter Experts

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: Each student is required to have a fully functioning mobile device Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server:

Access to the Pre-Production Mobile and Mobile Interface Server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.
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Sample Training Plans – CentralSquare Mobile Enterprise (powered by Inform)

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PREREQUISITES and SKILLS
• Understands agency Standard Operating Procedure regarding mobile • Authority to make decisions regarding mobile workflow and business practices • Knowledge of HTML/XML, CSS, and JavaScript
• SQL (especially views, stored procedures, and database schema) • Standard GPS protocol (TAIP and NMEA)

TRAINING TOPICS
• Mobile System Overview
• Server Components
• Mobile Configuration
• Sub-agency Management
• List Builder
• Mobile Client Management
• Mobile Client Configuration Tool
• Mobile Client Updates
• Hands on Configuration
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Sample Training Plans – CentralSquare Mobile Enterprise (powered by Inform)

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Course Mobile Enterprise – Train the Trainer
Course Duration 8 hours
Number of Courses 2
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Mobile Enterprise Train-the-Trainer course prepares personnel to use Mobile Enterprise and teach others how to use Mobile Enterprise. The course can accommodate up to ten students with working and configured Mobile devices. It is desirable that each participant have their own configured Mobile device. The course includes user operation including starting and stopping the application, updates, screen layouts, messaging, status changes, mobile maps, incident assignments and incident updates. This will be a hands-on training with scenarios that will vary by agency.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Navigate through the Mobile Enterprise system
• Execute mobile call management processes as needed
• Execute messaging and query operations
• Utilize mobile mapping functionality

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Project Manager
• Information Technology
• Mobile Administrator(s)
• Client-selected Field Training Officers

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server:

Access to the Pre-Production Mobile and Mobile Interface Server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.
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PREREQUISITES and SKILLS
• User can demonstrate basic Windows skills
• Typing skills of a minimum of 25 words per minute
• Mobile field user experience
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RAINING TOPICS
• Mobile Client Launch
• Update Process
• Logging on and off
• System Overview
• Queues
• Messaging System
• Mapping
• Teach Backs
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Sample Training Plans – CentralSquare Records Enterprise (powered by Inform)

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Course Records Enterprise User Training - Records
Course Duration 24 hours
Number of Courses 7
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Records Enterprise Records training allows participants to receive hands on training of the clients Records Enterprise.

Users will be trained how to enter, update, approve, and create RMS reports. Users will further be trained in validations and state reporting of the RMS reports.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Understanding of Records Enterprise Web
• Understanding of Landing Pages/Queues/Recent Info
• Understanding of Data Entry Templates and Creating New Reports • Understanding Officer Submittal/Approval Process

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Records Clerks
• Records Supervisors
• Records administrators
• Anyone who validates or approves reports.

CentralSquare recommends participants bring sample reports for the practical exercises:
• Sample Incident reports, Supplemental Reports, Arrests (Adult/Juvenile Custody)

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.
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PREREQUISITES and SKILLS
• Solid understanding of HPD Records Standard Operating Procedure • User can demonstrate Windows skills
• User can type 25 words per minute
• Training experience

TRAINING TOPICS
Web RMS Overview
• Logging Into RMS
• Landing Page Overview
Queues
• Queue Management
• Queue Definitions
• Queue Examples
• Queue Actions
• Queue Columns
Creating and Approving Incident Report
• Data Entry
• Required Fields
• Validation
Creating and Approving Incident Report cont.
• Workflow/Approvals
o Approval/Rejection
o Workflow Audit Trail
• Printing Report
• Create a Supplemental Report
o Via Copy
• Create an Arrest Report
• Create an Other Events Report
Introduction to Records Enterprise Client UI
• Overview
• Case
• Incident
• Arrests/Custody
• Expungements
• Field Interviews
• Searching Techniques
• View Manager
• Validating Records
• Creating State Submissions
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_____________________________________
CentralSquare Business Analyst Signature

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Course Records Enterprise - Custom Administration Training Course Duration 40 hours
Number of Courses 2
Location Client site
Recommended Class
Size
10 users

DESCRIPTION AND GOAL
The focus of this five-day course is to prepare twenty (20) additional Client-selected personnel with training for RMS Administration training, workstation troubleshooting, and workstation configuration. The goal is to insure the selected personnel will be able to utilize the application(s), review configurations and set them appropriately and perform troubleshooting.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Perform troubleshooting for workstations
• Review and apply configuration settings as applicable • Perform needed administration tasks

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Staff
• Records Supervisors
• Project Management staff
• Technicians
• Analysts

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with Records Enterprise UI Client.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Attended System Orientation (preferred by not required) • Understanding of Communication Standard Operating Procedure #11..
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• Basic windows computer skills

TRAINING TOPICS
• Records Enterprise Administration Training
• Workstation Troubleshooting
• Workstation Configuration
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Records Enterprise User Training - Property/Evidence Course Duration 24 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Records Enterprise Property and Evidence training process allows for the discovery of key points that will be used in the configuration of the clients Records Enterprise.

Users will be trained how to make entries, searches, reports and how to utilize the RMS Evidence System.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Understand Records Enterprise System Defaults specific to the Evidence module • Understand User Rights (special rights) required for Evidence module access • Review and create Permanent and Temporary Evidence Location Setup • Understand and receive hands on training on data entry and tracking of evidence received by the department
• Receive hands on training on sample data entry and processing of evidence items • Understand the Chain of Custody Report for evidence/property items • Understand and create Evidence Inventory Reports
• Understand and create available Form letters
• Understanding use of Barcoding with Evidence
• Understanding the Evidence Label Generator

TARGET AUDIENCE
The Evidence session should be attended by personnel responsible for managing property and evidence items received by your department.

CentralSquare recommends the following Client staff attend:
• RMS Administrators
• Property/Evidence Room Data Entry Personnel
• Project Manager
CentralSquare recommends based on the key discovery points during this session, that the attendees include individuals who can properly address these key points and make configuration decisions.
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CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Property and Evidence staff
• User can demonstrate basic Windows skills
• Solid knowledge of HPD Standard Operating Procedures on Records and Property and Evidence.

TRAINING TOPICS
Role Management for Property & Evidence
• Agency Permissions
• Evidence Management Permissions
• Inventory Permissions
• Form Letter Designer
• Change Tracking: Signing Officer and Transaction Date • Chain of Custody – Errant
Property & Evidence Configuration
• Evidence Configuration/Release Statement
• Seal Status Configuration
• Number Control
• Evidence Packages
Barcode Label Configuration
• Layout and design
• Adding, editing, removing Label Fields
• Using Preprinted Evidence Labels
Location Configuration
• Add Storage Locations
o Initial Locations
o Permanent Locations
o Received From Location
• Editing and Deleting Locations
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• Moving Locations
• Printing Location Barcodes
Status Configuration
• Adding Statuses
• Deleting Statuses
• Setting Status Requirements
• Setting Default Location
• Printing Status Barcodes
Property and Evidence Entry
• Template Fields for All Property Type Sections
o RelationshipToEvidence
o HoldReason
o EvidenceItemNumber (pre-printed barcodes)
• Incident Report
o (field on template)
o Vehicle
o Property
o Guns
o Drugs
• Property Intake
o Initial Location Assignment
o Bulk Assignment
o Print Evidence Labels
Evidence Queue
• Columns and Filters
• Filter by Flags
• Queue Actions
o Apply Flags
o Associate Case
o Chain of Custody Report
o View Evidence Item Details
o Generate Form Letter
o Export
Evidence Tracker
• Relocating Items from Intake to Property Room
o Bulk Assignments
o Signature Options
o Status Update
• Sorting and Searching Items
• Printing Items
• Re-print Barcode Label
• Expanded Mode
• Add Evidence Item from Tracker
• Removing Items from Tracker
Evidence Item Details
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• Edit of Items
• Add a Flag
• View/Print Chain of Custody
• Associating Cases to Evidence Item
• Add/Update Related Contacts
• Notes
• Attachments
• Splitting Evidence Items
Evidence Packages
• Viewing/Modifying Packages
• Printing Package Labels
• Form Letters
• Notes
• Attachments
• Associated Cases
Manual Entry of Evidence Items
• Create Evidence Item manually
• Printing Barcode Labels from manual entry
Property and Evidence Inventory
• Filter Location Search
• Inventory Report
o Search Options
o Inventory Statuses
Offline Property and Evidence Mode
• Actions
o Scanning Items
o Inventory
o Saving Offline Transactions
o Importing Offline Files into Evidence Tracker
Property and Evidence Configuration with Client
• Location and Status Buildout
• Barcode Label Configuration
• Form Letter Buildout
Finalizing Configuration
• What’s left to do?
• Task Owners & Responsibilities
• Question and Answer Session
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_____________________________________
CentralSquare Business Analyst Signature

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Course Records Enterprise User Training - Investigations Course Duration 24 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Intelligence User training allows participants to receive hands on training of the clients Records Enterprise.

Users will be trained how to enter, update, search and create intelligence reports.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Understand the functionality of Intelligence
• Understand and receive hands on training on Data Entry and Creating New Reports

TARGET AUDIENCE
This session should be attended by a group of your key personnel who will be training investigative personnel on the use of Intelligence.

This team should include:
• Individuals who plan to use the application
CentralSquare recommends participants bring sample reports for the practical:
• Sample Incident reports, Supplemental Reports, Arrests (Adult/Juvenile Custody)

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Attended System Orientation (preferred by not required) • Understanding of Communication Standard Operating Procedure #11..
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• Authority to make decisions regarding system configuration and workflow • Basic Windows computer skills

TRAINING TOPICS
Web RMS Overview
• Logging Into RMS
• Landing Page Overview
• Optional Night Mode (using Google Chrome)
Queues
• Queue Management
• Queue Definitions
• Queue Examples
• Queue Actions
• Queue Columns
Creating an Incident Report
• Data Entry
• Required Fields
• Validation
• Workflow/Approvals
• Printing Report
Report Creation
• Create a Supplemental Report
o Via Copy
• Create an Arrest Report
• Create a Field Interview Report
• Create an Other Events Report
Supervisor Approval
• Approval/Rejection/Audit Trail
• Workflow Audit Trail
Case Management
• Task Assignment
• Viewing Tasks
• Bulk Assignment
• Queue Filtering
NCIC Transactions
• In-Line NCIC Transactions
Practical – Hands On Report Creation
• Login as an Officer
o Create a new report/save
o Complete Report
 Incident
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 Arrest
 Field Interview
 Supplement
 Other Event
o Adding Attachments
o Submit to Supervisor
• Login as Supervisor
o Retrieve Submitted Reports
o Add Comments/Reject
o Approve
Practical – Teach Backs / Train the Trainer
• Assignment and Review of Modules and/or Functionality CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Records Enterprise User Training – Warrants
Course Duration 24 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Records Enterprise Warrant Module training allows for the discovery of key points that will be used in the configuration of the clients Records Enterprise.

Users will be trained how to enter, update and create warrant records.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Access to Records Enterprise and change their password • Access the agency’s folder system
• Understand the parent/child record relationship to include navigating the system • Enter a base warrant record to include associated case numbers and service information • Add names to the base warrant record
• Understand the guidelines for properly utilizing the master name resolution screen • Add charges to the base warrant record
• Add Vehicles (if applicable) to the base warrant record • Track service attempts
• Modify a warrant record to include how to show a warrant has been served • Know the guidelines for working with narratives
• Search for warrant records to include associated names • View a synopsis on various records
• Build and edit a view

TARGET AUDIENCE
Records Enterprise Warrant Module should be attended by same group that attended System Orientation and DOLF.

CentralSquare recommends the following Client staff attend:
• RMS Administrators
• Clients-selected Subject Matter Experts (Personnel responsible for entering, updating and maintaining warrant records)
• Project Manager
CentralSquare recommends based on the key discovery points during this session, that the attendees include individuals who can properly address these key points and make template and configuration decisions.
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CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Solid understanding of Client’s Warrants Standard Operating Procedure • Attended System Orientation and DOLF
• User can demonstrate Windows skills
• User can type 25 words per minute
• Training experience

TRAINING TOPICS
Warrant Module Overview
• Records Enterprise Login
• Change password
• Main toolbar
• RMS Folder System
• View Manager
o Shared Views
o Defaults
o Build and Edit Views
Steps to Enter a Warrant Record
• Main Warrant Record (base record)
• Working with Name Records
o RMS Master Name Resolution
o Subject – Adding names o the base warrant record
o Other Names associated with record
• Adding Charge Records
• Adding Vehicle Records (if applicable)
• Service Attempts/Tracking
o Date Served
o How Served
o Actions of Service Attempts
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• Modifying warrant record to mark as served
• Working with Narratives
Practical Exercise: Enter (3) Warrant Records containing Names, Charges, Vehicle, and Service Attempt(s) for the following types:
• Arrest Warrant
• Bench Warrant
• Search Warrant
Search Tools
• Inspector
• Toolbar Find option
• Synopsis view
System Reports
• Warrant – Active
• Warrants by type
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Records Enterprise User Training – Warrants
Course Duration 24 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Records Enterprise Warrant Module training allows for the discovery of key points that will be used in the configuration of the clients Records Enterprise.

Users will be trained how to enter, update and create warrant records.

TARGET AUDIENCE
Records Enterprise Warrant Module should be attended by same group that attended System Orientation and DOLF.

CentralSquare recommends the following Client staff attend:
• RMS Administrators
• Clients-selected Subject Matter Experts (Personnel responsible for entering, updating and maintaining warrant records)
• Project Manager
CentralSquare recommends based on the key discovery points during this session, that the attendees include individuals who can properly address these key points and make template and configuration decisions.
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CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

TRAINING TOPICS
Warrant Module Overview
• Records Enterprise Login
• Change password
• Main toolbar
• RMS Folder System
• View Manager
o Shared Views
o Defaults
o Build and Edit Views
Steps to Enter a Warrant Record
• Main Warrant Record (base record)
• Working with Name Records
o RMS Master Name Resolution
o Subject – Adding names o the base warrant record
o Other Names associated with record
• Adding Charge Records
• Adding Vehicle Records (if applicable)
• Service Attempts/Tracking
o Date Served
o How Served
o Actions of Service Attempts
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_____________________________________
CentralSquare Business Analyst Signature

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Course Records Enterprise – Report Writing #1 and #2
Course Duration 24 hours
Number of Courses 2
Location Client site
Recommended
Class Size
10-12 users

DESCRIPTION AND GOAL
The Records Enterprise Report Writing process allows for the discovery of key points that will be used in the configuration of the clients Records Enterprise.

Users will be trained how to create and utilize predefined and custom reports for statistics, data mining and crime analysis purposes.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Understand Records Enterprise Web
• Understand Landing Pages/Queues/Recent Info
• Understand Data Entry Templates and Creating New Reports • Understand Officer Submittal/Approval Process

TARGET AUDIENCE
CentralSquare recommends based on the key discovery points during this session, that the attendees include individuals who can properly address these key points and make template and configuration decisions.

CentralSquare recommends the following Client staff attend:
• Project Manager
• GIS
• CAD Administrator(s)
• Patrol
• Communications
• Information Technology
• Mobile Administrator(s)
• Client-selected Subject Matter Experts

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Records Enterprise Client and Web UI is required.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style. #11..
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Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Experience with statistical reporting
• Attended CentralSquare trainings
• Authority to properly address these key points and make template and configuration decisions
• SQL and database experience
• Experience with data mining applications

TRAINING TOPICS
Discuss current processes
• Why a custom report?
o vs. a simple search
o vs building a view
• Customize searches
• Advance searches
• Generate forms
Open, filter, and display predefined reports:
• Incident
• Arrest
• Reports from other modules
Discuss and display location of databases:
• Records Enterprise databases
o VSI_DATE
o VSI_SYSTEM
o VSI_INT
o VSI_ADHOC
Data Mining:
• Where is the data?
o Tables = screens
o Shortcuts to table names
o Database Expert
• Review, Q/A
Discuss Planning a Report:
• Considerations
o Who is the report for?
o Tables?
o Fields needed?
o Group data?
o Sort data?
o Count or Summary?
o Page layout?
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o Filters and/or parameters?
o Headers? Logos?
o Description, Officers?
• Sketch the report design
Building and Saving Simple Reports:
• Building an Incident report
o Location
o Officer ID
o Officer name
o Date of Report
o Summary
• Parameters for the user to filter data returning to your creation • Discuss naming conventions for Adhoc reports
• Reports directory and user defined reports folder system • Building an Arrest report
o Location of Arrest
o Officer ID
o Officer name
o Date of Arrest
o Summary
• Discuss naming conventions
• Adhoc reports directory (including pre-defined reports) Understanding Tables:
• Parent/Child records
o Display & discuss while viewing the Records Enterprise screens o Display & discuss while in Report Writing screen
• Linking tables
o Inner Join
o Left Outer Join
o Right Outer Join
o Full Outer Join
• Place parent to left
o Link from parent to child
o Look for matching parent link
o Primary key
o Foreign key
• Some tables like “narratives” require special linking o Source_Table_Link
o Source_Table_ID
• Practice Linking tables with Inner and Outer joins
Building a Complex Report:
• Report Header
• Page Header
• Details
• Report Footer
• Database Fields (review)
o Database Expert (Links)
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o Tables (Fields and Browse Data)
• Designer
o Default Settings
• Data field placement
• Special fields
• Text Objects
o Imbedded data fields
o Formatting
• Lines
• Boxes
• Pictures
• Charts
• Sorting
o Records Sort Expert
• Summaries and Calculations
o Count
o Distinct Count
o Summary Location
o Running Totals
• Report filters
o Select Expert “Permanent” filters
o Parameters “Run-time” filters
• Grouping
o Group Sort Expert
o Section Expert
Build a Report:
• Build an Incident Report with data from the following parent and child screens o Incident
o Incident Name
o Incident Offense
o Incident Vehicle
o Incident Property
o Incident Narrative
Building Reports using Formulas:
• Formulas
o Case
o If Then
o Working with dates
o Date_Diff
o Other commonly used formulas
Imbedding Sub-reports
• Create a Report with Incident data with the following counts from sub-reports o Vehicle
o Property
o Names
Review of Running and Editing Agency Reports
• Running
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o Parameters
• Editing
Building Production Quality Reports:
• Arrest Counts
• Incident Types
• Citation Counts
• Officer Stats
CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Search – Administration Training
Course Duration 4 hours
Number of Courses 1
Location Remote
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The Search Training uses Instructor-Led Training via web services. CentralSquare recommends a maximum of ten students for Search Administration training. These individuals should include all personnel responsible for the implementation of the Search software, and any personnel responsible for Search implementation and maintenance policy decisions.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Access Search
• Log into Search
• Use navigation functions
• Configure Search
• Maintain Search

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Information Technology
• Search and/or Analytics System Administrator
• Subject Matter Experts/Agency Trainers
• Optional attendees include any personnel who may participate in implementation or maintenance outside of the agency

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student with access to Search Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Agency training experience
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• Basic understanding of computers and internet searching • Familiarity with Microsoft Windows Explorer, Firefox, and Google Search CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Search — Train the Trainer
Course Duration 4 hours
Number of
Courses
1 Location Remote
Recommended
Class Size
10 users

DESCRIPTION AND GOAL
The End User training package trains end users and/or the end user trainer (train-the-trainer).

The purpose of Search End User training is to introduce the student to navigation and search features.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Access Search
• Log into Search
• Use navigation functions
• Use hot links
• Use online help
• Use search filters
• Save searches
• View search history and details
• Set up search alerts
• Export alerts
• Manage saved searches
• Manage alerts

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Information Technology
• Search and/or Analytics System Administrator
• Subject Matter Experts/Agency Trainers
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CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations: One workstation per student installed with access to Search.

Whiteboard: Whiteboard access for note taking and visual aids.

Internet
Access: Internet access is required.

Server: Access to the Pre-Production server is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short Morning and Afternoon breaks as needed.

PREREQUISITES and SKILLS
• Completed SearchAdministrator (preferred)
• Agency training experience
• Basic understanding of computers and internet searching • Familiarity with Microsoft Windows Explorer, Firefox, and Google Search CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course CrimeView — Administration Training (CAD)
Course Duration 4 hours
Number of Courses 1
Location Remote, web-based
Recommended
Class Size
3-8 users

DESCRIPTION AND GOAL
CentralSquare offers courses that focus on both organizational changes and technical issues.

All strategic, operational, tactical, and technical concerns need to be addressed for the Client’s CrimeView implementation to succeed. Each course offers a significant amount of hands-on practice, discussion, and assessment to ensure participants are proficient in the skills necessary to successfully use CrimeView Dashboard. The Administrator training introduces the CrimeView Dashboard and instructs users on how to manage the Dashboard’s users, roles, and content. The Designer training introduces the CrimeView Dashboard and instructs users on how to customize and manage the Dashboard’s content.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Understand the CAD, RMS, and GIS data included in the CrimeView Dashboard • Navigate and use the application, including using widgets and performing ad hoc querying
• Add and delete users
• Set up and configure security and permission settings • Create CrimeView Dashboard briefing books, pages, widgets, queries on demand, and alerts

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• CrimeView Administrators
• CrimeView Designers
• Optional: Subject Matter Experts / Agency Trainers

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Microsoft Internet Explorer and Microsoft Silverlight.

Internet
Access: Internet access is required.

Room Layout: Recommended setup would be classroom style.

Sessions:

This course is typically provided in 2 sessions, with the second session occurring within 3 days of the first.

Breaks: Short breaks provided as needed.
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PREREQUISITES and SKILLS
• General familiarity with agency data and operations
• Advanced computer and internet searching skills
• Familiarity with the Microsoft operating system (Windows XP, Windows 7) • Familiarity with Microsoft Windows Explorer, Firefox, and Google Search CentralSquare Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course CrimeView — Administration Refresher for RMS
Course Duration 2 hours
Number of Courses 1
Location Remote, web-based
Recommended
Class Size
3 to 8 users

DESCRIPTION AND GOAL
This will be a refresher of the CrimeView Administration Training and will provide an overview of the original course description below:

CentralSquare offers courses that focus on both organizational changes and technical issues.

All strategic, operational, tactical, and technical concerns need to be addressed for your agency’s CrimeView implementation to succeed. Each course offers a significant amount of hands-on practice, discussion, and assessment to ensure participants are proficient in the skills necessary to successfully use CrimeView Dashboard. The Administrator training introduces the CrimeView Dashboard and instructs users on how to manage the Dashboard’s users, roles, and content. The Designer training introduces the CrimeView Dashboard and instructs users on how to customize and manage the Dashboard’s content.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• CrimeView Administrators
• CrimeView Designers
• Optional: Subject Matter Experts / Agency Trainers
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CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Microsoft Internet Explorer and Microsoft Silverlight.

Internet
Access: Internet access is required.

Room Layout: Recommended setup would be classroom style.

Lunch:
1 hour will be allocated each day for lunch. Attendees will be responsible for providing their own lunch.

Breaks: Short breaks provided as needed.

_____________________________________
CentralSquare Business Analyst Signature

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Course CrimeView Dashboard Train the Trainer for CAD
Course Duration 2 hours
Number of Courses 4
Location Remote
Recommended
Class Size
15 users

DESCRIPTION AND GOAL
The End User training package trains end users and/or the end user trainer (train-the-trainer) on the CrimeView Dashboard web-based user interface. The topics covered range from simple user interaction to more advanced ad hoc reporting and interactive data analysis, etc.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Navigate and view the content within the application
• Interact with the data filtering and analytics functions • Run ad hoc queries and analysis routines
• View and post spatial notes and missions
• Save their own individual queries

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• End users and/or the end user trainer(s)
• CrimeView Administrators/Designers
• Subject Matter Experts / Agency Trainers
• Information Technology

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Microsoft Internet Explorer and Microsoft Silverlight.

Internet
Access: Internet access is required.

Room Layout: Recommended setup would be classroom style.

Sessions:

Two identical sessions are offered on the same day to enable training of two groups of users/trainers.

Breaks: Short breaks provided as needed.

PREREQUISITES and SKILLS
• Advanced computer and internet searching skills
• Familiarity with the Microsoft operating system (Windows XP, Windows 7) • Familiarity with Microsoft Windows Explorer, Firefox, and Google Search #11..
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_____________________________________
CentralSquare Business Analyst Signature

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Course CrimeView Dashboard Train the Trainer for RMS
Course Duration 2 hours
Number of Courses 3
Location Remote
Recommended
Class Size
15 users

CLASSROOM AND COURSE MATERIALS
Projector: One projector is required for the presentation.

Workstations:

One workstation per student installed with Microsoft Internet Explorer and Microsoft Silverlight.

Internet
Access: Internet access is required.

Room Layout: Recommended setup would be classroom style.

Sessions:

Two identical sessions are offered on the same day to enable training of two groups of users/trainers.

Breaks: Short breaks provided as needed.

PREREQUISITES and SKILLS
• Advanced computer and internet searching skills
• Familiarity with the Microsoft operating system (Windows XP, Windows 7) • Familiarity with Microsoft Windows Explorer, Firefox, and Google Search #11..
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_____________________________________
CentralSquare Business Analyst Signature

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Course CrimeView — Advanced Reports Training for CAD Users Course Duration 1 hour
Number of Courses 2
Location Remote, web-based
Recommended
Class Size
Up to 15 users

DESCRIPTION AND GOAL
The End User training package trains end users and/or the end user trainer (train-the-trainer) on the CrimeView Advanced Reporting web-based user interface. The topics covered range from simple user interaction to more advanced data filtering, reporting, and interactive data analysis, etc.

LEARNING OBJECTIVES
Upon completion of this section of training, the participant will be able to:
• Navigate the application
• Filter and select data
• Set report parameters
• Export reports to Excel
• Export/print standard reports
• Save bookmarks and share sessions remotely

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• CrimeView Advanced Reporting end user or end user trainer(s)

CLASSROOM AND COURSE MATERIALS
Projector:

If students attend in a single classroom rather than remotely at their individual workstations, one projector will be required for the presentation Workstations: One workstation per student.

Internet
Access: Internet access is required.

Room Layout:

Classroom style, or attendees may attend remotely from individual workstations.

Breaks: Short breaks provided as needed.

PREREQUISITES and SKILLS
• Intermediate computer and internet searching skills
• Familiarity with internet browsers, such as Internet Explorer, Firefox, and Chrome • General familiarity with agency data and operations
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Course CrimeView — Advanced Reports Training for RMS Users Course Duration 2 hours
Number of Courses 2
Location Remote, web-based
Recommended
Class Size
Up to 15 users

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• CrimeView Advanced Reporting end user or end user trainer(s)

CLASSROOM AND COURSE MATERIALS
Projector:

If students attend in a single classroom rather than remotely at their individual workstations, one projector will be required for the presentation Workstations: One workstation per student.

Internet
Access: Internet access is required.

Room Layout:

Classroom style, or attendees may attend remotely from individual workstations.

Breaks: Short breaks provided as needed.

PREREQUISITES and SKILLS
• Intermediate computer and internet searching skills
• Familiarity with internet browsers, such as Internet Explorer, Firefox, and Chrome • General familiarity with agency data and operations
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_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Overview
Course Duration 6 hours
Number of Courses 1
Location Client site
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Jail training session will guide staff through the intake, booking, and release wizards. Whether an agency handles inmates on a bulk or individual level, this session will include how to create cell transfers, inmate checks, sentence calculations, disburse medicine, schedule activities, and write incident and disciplinary action reports. If a facility is divided into certain departments by job function, then CentralSquare can divide the training into sessions based on specific topics (see example training sessions below).

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Correctional officers.
• Supervisors.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Jail Enterprise version should be installed and tested.

Trainee
Software:

The most recent Jail Enterprise version should be installed and tested at each workstation. User logins for each trainee should be tested, and thirdparty devices should be connected and tested.

Other: A podium or desk for the trainer is required.

Room: A conference room or training room is preferred.
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TRAINING TOPICS
• Viewing and Searching Inmates
• Intake and Booking
• Individual vs. Bulk Management
• Activities and Transportation
• Shift Log
• Classification
• Stay Scheduling
• Issued and Personal Property
• Medicine
• Incident Reports and Disciplinary Actions
• Victim Notification
• Inmate Expenses and Payment
• Jail Billing Report
• Head Counts and Cell Checks
• Custom Forms
Optional Topics
• Advanced Inmate Bank
• Wristband Printer and Digital Signatures
Inform Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Activities and Inmate Checks
Course Duration 2 hours
Number of Courses 1
Location Remote or at Client site
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Inform Jail Activities and Inmate Checks session will provide users with the knowledge needed to add and schedule activities, classes, and trustee work on a bulk level or individual level, create cell checks and head counts, and document activity into the shift log.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Correctional Officers who schedule inmate activities and perform inmate checks.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Professional Suite version should be installed and tested.

Trainee
Software:

The most recent Professional Suite version should be installed and tested at each workstation. User logins for each trainee should be tested, and third-party devices should be connected and tested.

Other: A podium or desk for the trainer is required.

Room: A conference room or training room is preferred.

TRAINING TOPICS
• Activities
• Classes
• Transportation
• Schedule Activities
• Bulk Management
• Inmate Checks
• Head Counts
• Shift Log
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Inform Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Booking/Processing
Course Duration 2 hours
Number of Courses 1
Location Remote or at Client site
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Inform Jail Booking/Processing session will guide staff through the intake, booking, and release wizards. Agency-specific features such as classification forms, medical history questionnaires, or any other forms required to be completed through the booking process will be covered.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Correctional Officers who process inmates through intake and/or booking.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Jail Enterprise version should be installed and tested.

Trainee
Software:

The most recent Jail Enterprise version should be installed and tested at each workstation. User logins for each trainee should be tested, and thirdparty devices should be connected and tested.

Other: A podium or desk for the trainer is required.

Room: A conference room or training room is preferred.

TRAINING TOPICS
• Current Inmates
• Search Inmates
• Intake
• Booking/Processing
• Inmate Custom Forms
• Classification
• Digital Signatures
• Printing
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_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Financial Management
Course Duration 2 – 4 hours (2 hours for Financial Core, 4 hours for Financial Advanced) Number of Courses 1
Location Remote
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Inform Jail Financial Management training session shows staff how to create invoices, accept payments, write disbursement checks, and create bank deposits. Financial reporting, manual ledger entries, and reviewing the general ledger are also covered. If an agency purchased the full Financial package, bank reconciliations, bank transfers, budgets, and cash drawers will also be covered.

After an agency is live with Inform Jail, CentralSquare will provide two remote training sessions for the Financial team. One training session will be scheduled one to two weeks after Go Live and the other session one month after Go Live. These sessions will review how to create invoices, accept payments, write disbursement checks, create bank deposits, and write refund checks.

Users will learn how to view monthly income balances and use the Receipt Income and Disbursement reports.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Financial personnel.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Jail Enterprise version should be installed and tested.

Trainee
Software:

The most recent Jail Enterprise version should be installed and tested at each workstation. User logins for each trainee should be tested, and thirdparty devices should be connected and tested.

Other: A podium or desk for the trainer is required.
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BASIC TRAINING TOPICS
• Funds
• Fiscal Periods
• Invoices
• Receipts
• Invoice Payment Receipts
• Deposit Receipts
• Disbursements
• Bank Deposits
• Checks
• Bills and Vendors (Purchase Requisitions)
• Chart of Accounts and Reports
• Customer List

ADVANCED TRAINING TOPICS
• Bank Reconciliation
• Bank Transfers
• Budgets
• Cash Drawers
Inform Training Acknowledgement
By signing below, I am acknowledging that the above listed training items were explained by CentralSquare and understood by the participants.
___________________________________ _________________________ Client Signature Date

_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Medical
Course Duration 2 hours
Number of Courses 1
Location Remote
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Inform Jail Medical training session demonstrates how to track the medical history and distribute medicine to inmates. Users will also learn how to search for inmates and view inmate alerts.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Jail Medical staff.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Jail Enterprise version should be installed and tested.

Trainee
Software:

The most recent Jail Enterprise version should be installed and tested at each workstation. User logins for each trainee should be tested, and thirdparty devices should be connected and tested.

Other: A podium or desk for the trainer is required.

TRAINING TOPICS
• Add Medicine
• Dispense Medicine
• Print Reports
• Digital Signatures
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_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Personnel Management
Course Duration 2 hours
Number of Courses 1
Location Remote
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Inform Jail Personnel Management training session covers the functionality in the Personnel module. Users will learn how to create and edit personnel records and assign permissions to personnel. Users will learn how to track trainings, disciplinary actions, promotions, citizen feedback, and commendations.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Build team.
• Human Resources department.
• Supervisors.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Jail Enterprise version should be installed and tested.

Trainee
Software:

The most recent Jail Enterprise version should be installed and tested at each workstation. User logins for each trainee should be tested, and thirdparty devices should be connected and tested.

Other: A podium or desk for the trainer is required.

BASIC TRAINING TOPICS
• Personnel Records
• Permissions & Personnel Groups
• Personnel Forms & Categories
• Promotions
• Commendations
• Disciplinary Actions
• Equipment Audit
• Training
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_____________________________________
CentralSquare Business Analyst Signature

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Course Inform Jail – Extend
Course Duration 2 hours
Number of Courses 1
Location Remote or at Client site
Recommended
Class Size
10 Trainees, 1 Supervisor

DESCRIPTION AND GOAL
The Inform Jail Extend training will provide an overview of how staff can use the tablet to search and view inmates, manage head counts and cell checks, and check inmates in and out of activities.

TARGET AUDIENCE
CentralSquare recommends the following Client staff attend:
• Correctional Officers who schedule inmate activities and perform inmate checks.

CLASSROOM AND COURSE MATERIALS
Scenarios The agency will provide real-life scenarios.

Projector: One projector and one screen are required for the presentation.

Trainer
Computer:

One computer with a network connection for the trainer is required for this presentation.

Trainee
Workstations:

Five to ten computers with network connections and one monitor each are required (two-three monitors are suggested). No more than two students per workstation.

Trainer
Software: The most recent Jail Enterprise version should be installed and tested.

Trainee
Software:

The most recent Jail Enterprise version should be installed and tested at each workstation. User logins for each trainee should be tested, and thirdparty devices should be connected and tested.

Other: A podium or desk for the trainer is required.

TRAINING TOPICS
• Current Inmates
• View Inmate Profile
• Activities
• Head Counts
• Bulk Management Options
• Shift Log Events
• Cell Checks
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_____________________________________
CentralSquare Business Analyst Signature

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[Client] System Purchase Agreement
Copyright © 2018 TriTech Software Systems – Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States

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TriTech Software Systems
9477 Waples Street, Ste. 100
San Diego, CA 92121
Phone: 858.799.7000
Fax: 858.799.7011
www.tritech.com

SYSTEM PURCHASE AGREEMENT

TRITECH SOFTWARE SYSTEMS
FOR
[INSERT CLIENT]
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[Client] System Purchase Agreement
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SYSTEM PURCHASE AGREEMENT

TABLE OF CONTENTS

1.0 INTRODUCTION................................................................................................. 4

2.0 ADDENDA .......................................................................................................... 4

3.0 DEFINITIONS ..................................................................................................... 5

4.0 PRICES AND PAYMENT.................................................................................... 9

5.0 SOFTWARE LICENSES................................................................................... 10

6.0 DELIVERY, INSTALLATION, SERVICES, TITLE TO EQUIPMENT, AND RISK OF LOSS........................................................................................ 12

7.0 SITE PREPARATION ....................................................................................... 14

8.0 ACCEPTANCE ................................................................................................. 14

9.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS........................................ 15

10.0 LIMITED WARRANTIES................................................................................... 17

11.0 MAINTENANCE AND SOFTWARE SUPPORT ............................................... 19

12.0 SOURCE CODE ESCROW............................................................................... 20

13.0 DEFAULT AND TERMINATION ....................................................................... 22

14.0 LIABILITY ......................................................................................................... 23

15.0 INSURANCE..................................................................................................... 24

16.0 COPYRIGHT & TRADE SECRET INFRINGEMENT ........................................ 24

17.0 DISPUTE RESOLUTION .................................................................................. 25

18.0 SALES, USE AND PROPERTY TAX ............................................................... 25

19.0 SEVERABILITY ................................................................................................ 25

20.0 FORCE MAJEURE/EXCUSABLE DELAY ....................................................... 25

21.0 CONSTRUCTION AND HEADINGS................................................................. 25

22.0 WAIVER............................................................................................................ 26

23.0 ENTIRE AGREEMENT ..................................................................................... 26

24.0 APPLICABLE LAW .......................................................................................... 26

25.0 ASSIGNMENT .................................................................................................. 26

26.0 NOTICES .......................................................................................................... 26

27.0 ORDER OF PRECEDENCE.............................................................................. 27

28.0 GENERAL TERMS ........................................................................................... 27 ADDENDUM A........................................................................................................... 29 #11..
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ADDENDUM A-1........................................................................................................ 30 ADDENDUM A-2........................................................................................................ 31 ADDENDUM A-3........................................................................................................ 32 ADDENDUM A-4........................................................................................................ 33 ADDENDUM A-5........................................................................................................ 34 ADDENDUM A-6........................................................................................................ 35 ADDENDUM A-7........................................................................................................ 36 ADDENDUM A-8........................................................................................................ 37 ADDENDUM A-9........................................................................................................ 38 ADDENDUM B........................................................................................................... 39 ADDENDUM C........................................................................................................... 40 ADDENDUM D........................................................................................................... 41 ADDENDUM E ........................................................................................................... 42 #11..
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[Client] System Purchase Agreement
Copyright © 2018 TriTech Software Systems – Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States

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SYSTEM PURCHASE AGREEMENT
Client:

Address:

City, State, Zip:

Phone, Fax:

Contact Name:

1.0 INTRODUCTION

1.1 This Agreement, is made by and between TriTech Software Systems, referred to as “TriTech”, with offices at 9477 Waples Street, Ste. 100, San Diego, California 92121, and the entity named above, referred to as “Client” (who together may also be referred to as the “Parties” herein, or individually as a “Party”), with reference to the following facts:

1.2 This Agreement is for the purchase of an integrated Computer System (the “System”) consisting of a Computer-Aided Dispatch System (Inform CAD) and any additional applications set forth in Addenda A-2 to A-6, including applicable Interfaces, software, equipment and services (the “Project”) as more fully described in this Agreement and the Addenda hereto.

1.3 In consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, Client and TriTech agree as follows:

2.0 ADDENDA

2.1 The following documents are attached as Addenda to this Agreement and incorporated by reference as though set forth in full:
(a) Addendum A-1 Statement of Work
(b) Addendum A-2 Number of TriTech Software Licenses,
Installation and Shipping Instructions
(c) Addendum A-3 TriTech Services, Support and Maintenance Fees, and Miscellaneous
(d) Addendum A-4 Equipment
(e) Addendum A-5 System Software
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[Client] System Purchase Agreement
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(f) Addendum A-6 Subcontractor Software, Hardware and Services, if applicable
(g) Addendum A-7 Payment Terms
(h) Addendum A-8 Contract Price Summary
(i) Addendum A-9 System Planning Document
(j) Addendum B TriTech Master Three Party Source Code Escrow Agreement
(k) Addendum C Subcontractor Warranty, Support and Maintenance Agreements, if applicable
(l) Addendum D Subcontractor License Agreements, if applicable (n) Addendum E Subscription Service License & Use
Agreement (if applicable)

3.0 DEFINITIONS

3.1 “Acceptance” or “Accept” means the processes described in the ACCEPTANCE section of this Agreement.

3.2 “Archive Server” or “Reporting Server” means a Server or other storage unit on which Client’s data resides for archival purposes.

3.3 “Contract Price” means the total of the purchase price of the items as specified in Addendum A-8, including, as applicable, equipment, software licenses, services, fees, expenses and other items acquired under this Agreement, and if included as a line item in Addendum A-8, any applicable sales, use, value added, or other such governmental charges.

3.4 “Deliverable” means an item of equipment, software, services and other items acquired under this Agreement as listed in the addenda hereto.

3.5 “Deliver” or “Delivery” with respect to the System means physical delivery of substantially all components of each Subsystem to the Designated Location. Delivery shall be deemed to have occurred despite the absence of incidental components provided that Installation of the Subsystem, training and system configuration can begin with the items then delivered. A separate Delivery shall occur with respect to each such Subsystem.

3.6 “Demonstration of Licensed Functionality (“DOLF”)” means the verification of configuration procedures for a Subsystem, conducted as described in the Statement of Work.

3.7 “Designated Location(s)” means the physical site(s) at which a Subsystem is installed as specified in Addendum A-1, Statement of Work. #11..
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3.8 “Disaster Recovery Computer System” means a server operating in a standby mode used to maintain a duplicate copy of the program and data contained in the Production Computer System.

3.9 “Documentation” means the then-current standard user manuals or other related instructional and/or reference materials, provided by TriTech or other Software Vendors from time to time, including on-line help information, online documentation updates, and Release Notes issued in connection with Updates.

3.10 “Equipment” means the computer system equipment specified in Addendum A-4 of this Agreement. TriTech may substitute equipment for that specified in Addendum A-4 provided that such equipment will substantially meet the requirements of the Specifications and this Agreement. Equipment (Addendum A-4) does not include hardware supplied by Subcontractors (Addendum A-6).)

3.11 “Functional Acceptance Test (“FAT”)” means the pre-Go Live test process for a Subsystem as further defined in Section 8.2 and the Statement of Work.

3.12 “Go Live” means the event that occurs when the Client first uses a Subsystem for Live Operations. A separate Go Live may take place with respect to each Subsystem, each Interface, and each Modification.

3.13 “Help Desk” means the TriTech telephonic support services provided as described in the applicable Software Support Agreement.

3.14 “Installation” with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic interoperability of the applicable Subsystem components at the Designated Location for that Subsystem. “Installation” with respect to the Modifications means the process of running each Modification under a procedure to demonstrate basic interoperability with the applicable Subsystem at its Designated Location(s). “Installation” with respect to the Interfaces means the process of running each Interface under a procedure to demonstrate basic interoperability of the Interface with the applicable Subsystem and the hardware and/or Software with which it is interfaced at its Designated Location(s).

3.15 “Interface”, collectively or individually, means the interface software described in Addendum A-2.

3.16 “Live Operations” means use of a Subsystem in a live operational environment, whether or not any Interfaces or applicable Modifications are included in such use.

3.17 “Modifications” means changes or additions to Software from the standard version thereof prepared hereunder. The Modifications, if applicable, are described in the appropriate Statement of Work, Addendum A-1. The TriTech Software is not custom software, and as such, at TriTech’s discretion Modifications or enhancements to the standard version will be made available in a subsequent version release available to all TriTech clients; or as applicable, made available as a separate module or function, separately licensed and priced. #11..
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3.18 “Object Code” means any instruction or set of instructions of a computer program in machine-readable form.

3.19 “Production System” means the primary computer system for live operations of the TriTech Software.

3.20 “Project Schedule” means the schedule set forth in or developed pursuant to the Statement of Work, subject to any permitted changes or modifications.

3.21 “Server” means any and all computers in a local area network that run administrative software which controls access to all or part of the network and its resources and make such resources available to computers acting as workstations on the network, including the Production System and any Disaster Recovery System.

3.22 “Software” means collectively or individually the computer programs licensed under this Agreement, including, without limitation, the programs for each Subsystem.

3.23 “Software Error” means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. In the event TriTech (or another Software Vendor) is unable to reproduce the Software Error at its facilities, TriTech will, at Client’s request, visit Client’s premises at Client’s expense. If it is determined that the problem was caused by Equipment, Software, services , network or other items not supplied or not authorized by TriTech, Client shall reimburse TriTech for its labor costs for such on site visit, at TriTech’s then current rates for consulting.

3.24 “Software Support” means Telephone Support, Software Error Correction, and Software Update services provided by TriTech (and/or other Software Vendors) for the Software, either under warranty or under an annual Software Support Agreement, as more fully described in said Agreement.

3.25 “Software Support Agreement” means collectively or individually agreements of that name (or a similar name) for the rendering of Software Support services entered into between the Parties coincident with this Agreement, including any permitted renewals of such agreements.

3.26 “Source Code” means the high-level computer instructions for Software used to generate Object Code.

3.27 “Specifications” means (i) the functional requirements and applicable Functional Test document(s) (“FT”) with respect to each Subsystem; (ii) the Interface Requirements Document (“IRD”), or Interface Functional Configuration Document (“IFCD”) and applicable test document for each Interface, or Operational Scenario Document(s) for each Custom Interface, or if applicable, Modification; and (iii) the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. The FT, IRD, IFCD and OSD will be in the format provided by TriTech.

3.28 “Statement of Work” means the document that defines the implementation process for the Project, including specific tasks that are the responsibility of TriTech and the Client. #11..
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3.29 “Subcontractor” means one of the entities identified in the Statement of Work as subcontractors to TriTech, if applicable.

3.30 “Subcontractor Hardware” means the hardware supplied by a Subcontractor as part of its Subsystem, and identified in Addendum A-6, if applicable.

3.31 “Subcontractor Software” means software supplied by a Subcontractor as part of its Subsystem and listed in Addendum A-6, if applicable.

3.32 “Subsystem” means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. (For the avoidance of doubt, the applicable Inform core applications, e.g. Inform CAD, Inform Mobile, Inform RMS, are Subsystems under this Agreement.)

3.33 “Subsystem Software” means individually or collectively the Software provided under this Agreement for each of the Subsystems.

3.34 “System” means collectively all Subsystems that make up the integrated Computer System referred to in paragraph 1.2 of this Agreement and more fully described in the Statement of Work.

3.35 “System Software” means the software identified in Addendum A-5 which includes, without limitation, operating system software, DBMS Software, and communications software.

3.36 “Task Completion Report” or “TCR” means the document presented by TriTech’s Project Manager to the Client for signature upon completion of a Deliverable.

3.37 “Telephone Support” means the service provided by TriTech for access to the TriTech Customer Service Department by telephone as further defined in a Software Support Agreement.

3.38 “TriTech Business Hours” means TriTech’s corporate business hours of 8:30 a.m. to 5:30 p.m. (Pacific Time), Monday through Friday, excluding TriTech holidays.

3.39 “TriTech Software” means the Object Code version of the software specified in Addendum A-2 of this Agreement, and any Modifications provided hereunder.

3.40 “Update” means revisions or additions to Software provided by the Vendor thereof.

The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor.

3.41 “Use” means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works.
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3.42 “User” means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software.

3.43 “Vendor” means any supplier of hardware, Software or services under this Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to Software, this term will also mean the owner of the intellectual property rights, including copyright, to the software.

3.44 “Warranty Period” means the period starting at first Go Live for any Subsystem using the TriTech Software and ending one (1) year thereafter. The Warranty Period for Interfaces and any Modifications will also end on the same date.

3.45 “Workstation” means any computer input station that utilizes the functionality of a Subsystem, whether the software resides locally or on a Server.

4.0 PRICES AND PAYMENT

4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The Contract Price for the purchased and/or licensed items hereunder is specified in Addendum A-8. Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A-7, pursuant to invoices issued by TriTech which shall be due upon receipt unless otherwise stated in the invoice.

4.1.1 For each payment milestone identified in Addendum A-7, TriTech’s Project Manager will provide the Client with a TCR. TriTech may invoice the payment milestone upon Client’s signature of the TCR or expiration of the period for signature as provided in the Statement of Work or a TCR.

4.1.2 The Contract Price for the Deliverables and Services defined in Addendum A-2 through Addendum A-8 is based on a firm fixed price, subject to the following adjustments. In the event that Client in its sole discretion chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Agreement, such then current pricing will apply. A change order for signature by both Parties will be processed to adjust the Contract Price.

4.2 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. The remittance address for payments only is:

TriTech Software Systems
P.O. Box 203223
Dallas, TX 75320-3223

4.2.1 In the event that Client is in arrears on payments due to TriTech of more than sixty (60) days from the due date, TriTech in its sole discretion may elect to stop work on #11..
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the Project for non-payment until Client becomes current on payments due. In such event the Project Schedule will be adjusted accordingly, and TriTech shall not be considered to be in default for delays caused by Client’s non-payment.

4.3 and 4.4 are Optional – Delete if Client will not be leasing/financing the Project.

4.3 If Client desires to finance the Contract Price or any part thereof, it shall notify TriTech as soon as possible, but no later than the date of contract signing, and shall work diligently to secure said financing so as not to delay Delivery. TriTech shall be under no obligation to deliver any item hereunder until it receives a purchase order or firm letter of commitment, in a form satisfactory to TriTech, from such financing company. Should Client finance the Contract Price, TriTech shall not be obligated to refund any deposit until the lease or loan has been funded and TriTech has been paid in full. For purposes of this Agreement, the term “finance” includes but is not limited to leasing. TriTech reserves the right not to deliver any purchased or licensed items, or any part thereof, until credit approval and/or lease approval (if applicable) has occurred.

4.4 If Client desires to purchase any of the items specified in this Agreement via a lease or other financing option, this Agreement shall be incorporated by reference in the lease agreement or financing agreement and the terms and conditions herein shall supersede such agreements or any purchase order, assignment agreement, or other contract of the lessor or lender.

Notwithstanding a lease or other financing option, Client shall continue to be fully obligated under this Agreement.

5.0 SOFTWARE LICENSES

5.1 In consideration for, and subject to, the payment of the license fee(s) specified in Addendum A-8 of this Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software:

5.1.1 The TriTech Software: A perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to Use the TriTech Software and the Documentation for said Software for Client’s own internal use for the applications described in the Statement of Work, at the Designated Location, in the applicable environment (e.g., Production, Test, Training, or Disaster Recovery System) and in the quantity set forth in Addendum A-2. Client may make additional copies of the TriTech Software as reasonably required for archival or backup purposes, provided that such copies contain all copyright notices and other proprietary markings contained on the original, and are kept confidential in accordance with Section 9.0 herein. Additional TriTech Software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this Section 5.0. Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works from/of, or transfer any Software or Documentation, or permit others to do said acts, except as provided in this Agreement or the applicable Software license agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the applicable license, at the option of the applicable Vendor. In such event, Client shall not be entitled to a refund of any license fees paid.

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services or businesses that provide computer-aided dispatching to third parties. Notwithstanding, Client shall be entitled to Use Subsystem Software at the applicable Designated Location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other governmental agencies/entities in the county and state of the Designated Location, provided that the Subsystem Software is installed and operated at only one physical location.

5.1.1.1 Each copy of the TriTech Software provided under this license that is identified in Addendum A-2 of this Agreement as a Disaster Recovery license may be used in the event of a failure, malfunction or other out of service condition of its Production System. In the event the Production System fails to operate, live operations may transfer to the Disaster Recovery System until the Production System returns to normal operational mode, provided that Software is not simultaneously operating on both the Production System and Disaster Recovery System.

5.1.1.2 Notwithstanding anything to the contrary in this Section, if Client has purchased the Inform CAD API license, Client may use such Software to develop original applications which interface with the TriTech Software. The development and use of such interfacing applications is specifically permitted under the licenses herein and shall not be deemed derivative works provided that they are not, in fact, derived from the TriTech Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the licenses granted herein, Client shall not acquire any right, title or interest in the TriTech Software by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Likewise, TriTech shall not acquire any right, title or interest in such Client developed non-derived applications, whether as owner, joint owner or otherwise.

5.1.2 TriTech Subscriptions: If applicable, the terms and conditions for use of the TriTech Subscription Service(s) are set forth in the TriTech Subscription Service Use & License Agreement attached as Addendum F.

5.1.3 Subcontractor Software: Licenses for any Subcontractor Software are set forth in Addendum D.

5.1.4 System Software: The licenses set forth in the applicable Vendor’s license agreements that accompany Software are incorporated herein. Third party products providing supplemental software code to the TriTech Software and not subject to separate licensing provisions shall be licensed in accordance with the provisions of this Section 5.

5.2 Title to all TriTech Software or Documentation shall remain with TriTech. Title to any third party Software or Documentation shall remain with the applicable Vendor or original licensor.

5.3 The Software licenses granted in this Agreement or in connection with it are for Object Code only and do not include a license or any rights to Source Code whatsoever except as specifically provided under Section 12.0 (Source Code Escrow).

5.4 Client may not export any Software or Documentation outside the United States without further prior written agreement of TriTech or the applicable Subcontractor. In the event #11..
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of such agreed export, Client is responsible for complying with all applicable export laws or regulations. Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by applicable government agencies is subject to restrictions as set forth in DFAR 48 CFR 252.227- 7013 or FAR 48 CFR 52.227-14, as applicable.

5.5 These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable license agreements.

5.6 Client may surrender any Software licenses provided in connection with this Agreement at any time by performing the actions described in Section 13.4 of this Agreement, or the applicable license agreement. Such surrender shall not affect TriTech’s right to receive and retain the Contract Price or other fees, charges and expenses earned hereunder.

6.0 DELIVERY, INSTALLATION, SERVICES, TITLE TO EQUIPMENT, AND RISK

OF LOSS

6.1 TriTech will Deliver the items purchased and/or licensed hereunder and perform the services pursuant to the Statement of Work, subject to the provisions of the FORCE MAJEURE/EXCUSABLE DELAY section (22.0) of this Agreement, and further subject to delays caused by the actions or omissions of Client, including, but not limited to, delays in performing the Client responsibilities as defined in the Statement of Work. Unless specifically identified as a TriTech task in the Statement of Work, Installation of Workstations into consoles, furniture or similar work area components at Client’s Designated Location is the responsibility of Client.

6.2 As further defined in the Statement of Work, TriTech will appoint a Project Manager who will act as the primary point of contact for TriTech’s services for the implementation process in the Project. Any services desired by Client in addition to those specified in this Agreement or the Statement of Work will be subject to the availability and scheduling of TriTech (or Subcontractor) personnel and at TriTech’s (or the Subcontractor’s) then-current rates, plus expenses. Prior to performing any of the aforementioned additional services, TriTech will provide a written quotation detailing the price (or time and materials estimate) for such services. TriTech may subcontract with certain Vendors that provide hardware, Software and/or services in connection with the Project (as more fully described in the Statement of Work), and (iii) pass through to Client warranties received from the Vendors thereof. Prior to Acceptance, should any Subcontractor hereunder be in default (provided such default is not due to any fault or delay of Client or its agents, due to any third party, or due to an event of Force Majeure, TriTech may either continue to perform the duties of the Subcontractor to fulfill the obligations for the Subcontractor in accordance with the Statement of Work, or provide an alternative solution; provided, however, that in no event will TriTech’s responsibility for any Subcontractor’s default exceed the price for such Subcontractor’s portion of the Contract Price.

6.3 The Statement of Work will define the implementation process for the Deliverables and services to be provided under this Agreement, including implementation of the Subsystems and Interfaces, testing, training; as well as the responsibilities of both TriTech and the Client for the relevant tasks associated with the Project.
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6.4 The Project Schedule will define the timeframe for completion of Project Milestones and the party or parties involved in performing the task, e.g. TriTech, Client, or Subcontractor.

6.5 Title to all Equipment purchased under this Agreement shall not transfer to Client until payment for such Equipment has been remitted to TriTech.

6.6 Risk of loss of any Deliverable shall be borne by TriTech until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client.

6.7 Unless provided as a fixed fee, freight costs, or travel costs incurred and invoiced by TriTech in connection with services rendered under this Agreement shall be paid by Client upon receipt of invoice. All travel costs and arrangements will be made in accordance with TriTech’s standard travel policy, a copy of which will be provided to Client upon request.

6.8 TriTech retains and Client hereby grants to TriTech a purchase money security interest in the Software licenses, Equipment, and other items acquired hereunder and in all accessions to, replacement of, and proceeds from said items, as security for the payment of the Contract Price. As used in this paragraph, “proceeds” include whatever is receivable or received when proceeds or collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance related thereto. (Nothing herein shall be deemed to grant or constitute a right to Client to transfer any Software licensed hereunder to any third party.) Client shall, at TriTech’s request, sign a financing statement and such other documents as TriTech reasonably requires to perfect its security interest. Such security interest shall be released upon full payment of the Contract Price.

6.9 Until full payment of the Contract Price is made, Client shall maintain the items purchased/licensed under this Agreement in good order and repair at Client’s expense, except as otherwise provided under the warranty provisions of this Agreement or any applicable third party warranty, and shall use such items in a manner that will not subject them to waste or deterioration.

6.10 Client shall not, without the prior written consent of TriTech, sell, lease, encumber or otherwise dispose of the items purchased under this Agreement until TriTech’s security interest hereunder has been released. (Nothing in the foregoing shall be deemed to grant or imply any license or other right to Client to sell, lend, rent, lease or otherwise transfer the TriTech Software to a third party.)

6.11 Should Client (i) fail to pay any amount specified in this Agreement when it becomes due, (ii) fail to perform any provision of this Agreement to be performed by it, (iii) make an assignment for the benefit of creditors, (iv) suffer the appointment of a receiver for any substantial part of its assets, (v) institute any proceedings for dissolution or full or partial liquidation, or (vi) commence proceedings in bankruptcy for liquidation or reorganization, Client shall be in default of this Agreement under Article 9 of the Uniform Commercial Code, and TriTech shall have the rights and remedies afforded a secured party by the chapter of “Default” of Article 9 of the Uniform Commercial Code then in effect, subject to Section 13.1 herein. In conjunction with the above-named chapter, but not by way of limitation, TriTech may:
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6.11.1 Require Client to disassemble the Equipment, other hardware, and permanently remove the Software from Client’s computers or other storage media or locations and make all such items available to TriTech at Client’s premises or such other location as is mutually agreed by the Parties.

6.11.2 Render said Software unusable.

6.11.3 Apply the proceeds received from the sale or other disposition of the equipment or software acquired hereunder, in addition to the items specified in Article 9 of the Uniform Commercial Code, against payment of reasonable attorneys’ fees and legal expenses incurred by TriTech as a result of Client’s default.

7.0 SITE PREPARATION

7.1 Client agrees to provide, in a timely manner and at its own expense, required facilities and equipment specified in the Statement of Work, Addendum A-9 (the System Planning Document), the Documentation, or as otherwise specified by TriTech in writing.

8.0 ACCEPTANCE

8.1 General. Testing of the System and Subsystems shall occur throughout the Project life cycle as further defined in the Statement of Work (“SOW”). Prior to conducting the Functional Acceptance Test (“FAT”) process as defined below, TriTech shall provide the standard FAT documents for the System and Subsystems. TriTech shall conduct the FAT with the Client’s participation in accordance with the Project plan. Individual test cases within the FAT documents shall have pass/fail criteria and with results provided to the Client in a test report. Client shall not suspend testing when problems are experienced and restart a FAT when the problems are corrected unless the problems prevent continuing with FAT testing. If FAT testing must be suspended pending corrective action, Client shall promptly advise TriTech by the fastest available means.

During the FAT process, any FAT issues detected will be mutually defined and agreed upon as Pre-Go Live Issues to be corrected prior to Go Live, or Post Go Live Issues that do not affect the Go Live readiness of the System and will be corrected following Go Live. The FAT process and milestones are further defined in the SOW.

8.2 Final Subsystem Testing. Following the test processes defined in the SOW, and Client and TriTech’s mutual agreement of the Go Live Date, upon Go Live for those Subsystems that Go Live together or separately, the Client shall utilize the Subsystem(s) for a thirty (30) day Acceptance test period (“the Acceptance Test Period”) to verify operational system and Subsystem functionality in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in Addendum E) are reported and verified during such thirty (30) day period, the Subsystem(s) shall be deemed to have achieved Final Acceptance. In the event that a Critical Priority or Urgent Priority Software Error occurs during the Acceptance Test Period, TriTech shall commence actions in accordance with the Software Support Agreement to correct the reported error.
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8.2.1 In the event that a Critical Priority Software Error occurs between day one (1) and day thirty (30) of the Acceptance Test Period, the Acceptance Test Period will be stopped and restarted at day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement.

8.2.2 In the event that an Urgent Priority Software Error occurs between day one (1) and day fifteen (15), the Acceptance Test Period will be stopped and restarted from day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement.

If the Software Error occurs between day fifteen (15) and day thirty (30), the Acceptance Test Period will be stopped and restarted from the day the resolution has been provided in accordance with the Software Support Agreement.

8.3 Inform Mobile Testing. Client will receive Train the Trainer training, as further defined in the SOW, on the operational use and installation of Inform Mobile. TriTech will Deliver and configure the Inform Mobile software to the Designated Location and provide installation services on at least five (5) mobile units. Installation of the remaining mobile units will be conducted by Client. TriTech’s project team will test the system configuration and functionality on the TriTech installed mobile unit by running the Inform Mobile FAT with the Client as described in the SOW. TriTech and Client will document any issues detected. At the conclusion of the above-described installation and testing the Parties shall jointly acknowledge Inform Mobile Subsystem acceptance, which acceptance shall not be unreasonably delayed or withheld. Client is responsible for mobile server and unit connectivity to the mobile network infrastructure and the wireless network.

9.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS

9.1 TriTech agrees to maintain Client’s confidential business information and confidential data, including patient identifying data, to which TriTech gains access in confidence and to not disclose such information except as required to perform hereunder or as required by law. Client will use reasonable efforts to identify or designate information or data as confidential at or within five (5) business days of disclosure. Notwithstanding the above, the applicable Vendor or original licensor shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know-how, and copyrightable expression learned or acquired (including without limitation any feedback, suggestions, or other information or materials) as a result of or in connection with this Agreement to make modifications and enhancements to Software or Documentation. Client shall acquire no intellectual property ownership rights to Software or Documentation as a result of such use, whether as author, joint author, or otherwise. Confidential information does not include any information which (a) is generally available to the public or becomes generally known to the public through no act or omission of TriTech or any violation of confidentiality; (b) is disclosed to TriTech by third parties without breach of confidentiality obligations; (c) is already in the lawful or rightful possession of TriTech prior to receipt of the confidential information or (d) is developed independently by TriTech without use of the confidential information.

9.1.1 TriTech maintains a security program for managing access to client data – particularly HIPAA and CJIS information (“Security Approved Personnel”). This includes 1) a pre-employment background check; 2) security training required by Federal CJIS regulations; and #11..
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3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide reasonably required documentation (such as the CJIS Security Addendum Certification form and VPN documents).

9.1.1.1 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff’s job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client’s site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client’s site or for a vendor (such as Live Scan) to travel to the applicable TriTech office location. This provision will apply during the installation of the Project and for the duration of the Client’s Software Support Agreement.

9.2 Client understands and agrees that the Software and Documentation (including without limitation Subsystem Software and Documentation) including, but not limited to, the Source Code, Object Code, the OSDs, IRDs and FATs, the Statement of Work, the software design, structure and organization, software screens, the user interface and the engineering knowhow implemented in the software, together with any other information identified by TriTech or a Vendor as confidential or proprietary (collectively “Vendor Proprietary Information” or “VPI”) constitute the valuable properties and trade secrets of the Vendor thereof, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to the Vendor a competitive advantage.

9.2.1 The material presented in TriTech’s training courses is VPI and not intended for public disclosure or disclosure to third parties. Clients may videotape training sessions provided on-site at the Client’s facilities by TriTech staff for the Client’s own internal use only; provided, however, that the TriTech training staff have consented in writing to such videotaping.

The Client is responsible for managing secure access to and copying or distribution of any TriTech provided training materials or Client-made videotapes of TriTech training sessions.

9.3 Client agrees during the term of the license granted under this Agreement, and thereafter, to hold the VPI, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Client’s exercise of the license rights granted hereunder. Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions.

9.4 Client shall not attempt or authorize others to attempt to learn the trade secrets, technology, ideas, processes, methods of operation, know-how and/or confidential information contained in the Software by duplication, decompilation, disassembly, other forms of reverse engineering, or other methods now known or later developed. Client may not access or allow access to Source Code by any person and for any reason unless expressly authorized by Section

12.0 (Source Code Escrow) herein.

9.5 Client shall inform TriTech promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of VPI.
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9.6 If any VPI is subject to any Federal or State statutes(s) providing for public access or disclosure of public records, documents or other material, Client shall as allowed by law (i) provide to TriTech (and, if applicable the concerned Subcontractor) written notice of any request or other action by a third party under said statute(s) for release, access, or other disclosure thereof, (ii) provide to TriTech (and, if applicable the concerned Subcontractor) a reasonable opportunity to respond to and/or oppose such action in the appropriate forum and (iii) take such steps as are permitted under said statutes to assert in response to such action any exemptions or other protections available thereunder to prevent, restrict and/or control the public release, access and/or disclosure of the VPI.

9.7 The obligations specified under this Section 9 shall survive any termination or rescission of this Agreement.

10.0 LIMITED WARRANTIES

10.1 The TriTech Software. TriTech warrants that, during the Warranty Period, the TriTech Software will perform in substantial conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, Client shall notify TriTech in accordance with the Software Support Agreement. TriTech shall, at its option, replace the defective TriTech Software, or correct the defect in accordance with the Software Support Agreement. This Section 10.1 sets forth Client’s sole remedy with respect to the foregoing warranty.

10.1.1TriTech further warrants and represents that the TriTech Software does not contain any “back door”, “time bomb”, “Trojan horse”, “worm”, “drop dead device” or other program routine or hardware device inserted and intended by TriTech to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the TriTech Software. (Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of paragraph 10.1.2.5, below, shall constitute the agreement of the Parties with respect to viruses.) Client’s sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Software that does not contain any of the above-described routines or devices.

10.1.2If the TriTech Software is unable to function as warranted due to any one or more of the following factors, additional charges may be imposed by TriTech for actions necessary to correct or work around such factors:

10.1.2.1 Modification of the TriTech Software, System Software or Equipment by Client or a third party.

10.1.2.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech.
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10.1.2.3 Software not provided by TriTech, not specified as compatible in the Documentation, or Client not following the procedures for loading third party software on a Workstation or Server as set forth in paragraph 11.5 of this Agreement and further defined in the System Planning Document (Addendum A-9 hereto).

10.1.2.4 Equipment which does not meet the configuration requirements specified in the Documentation, by failure of Client to provide and maintain the site and facility requirements described in Section 7.0 herein, or the use of other equipment as substitutes for the Equipment listed in Addendum A-4.

10.1.2.5 Computer viruses that have not been introduced into Client’s system by TriTech. Client shall maintain up-to-date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System including, but not limited to, Workstations or Servers. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software (but not Client’s data) on Client’s Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System to mitigate the consequences of any virus. This Section 10.1.2.5 states Client’s sole remedy with respect to viruses arising from or relating to the System.

10.1.2.6 Equipment or software provided by third parties with which the TriTech Software interfaces or operates (including but not limited to system software), including but not limited to problems caused by changes in such equipment or software. If such changes occur which require modifications or other actions with respect to the TriTech Software, such modifications or actions shall (unless identified in the Addendum A-3 as a line item in this Agreement) be subject to the mutual written agreement of the Parties, including but not limited to, additional charges by TriTech at its then current rates for engineering and technical support.

10.2 Problems in the TriTech Software or transmission of data caused by wireless services, including cell phone carriers, cell phone devices and operating systems, and any personal settings on the devices are not warranted by TriTech, or covered under the terms of this Agreement.

Client’s use of services provided by wireless service providers or carriers, or transmission of data from cell phone carriers, cell phones and operating systems, and the security, privacy, or accuracy of any data provided via such services is at Client’s sole risk.

10.3 If mapping information is supplied with the TriTech Software, TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to TriTech.

10.4 Client is responsible for maintaining the required certifications for access to Client’s state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems.
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10.5 Any warranties for the TriTech Subscription Services, if applicable, are only as set forth in the TriTech Subscription Service Use & License Agreement provided at Addendum F.

10.6 Equipment, System Software and Subcontractor Hardware and Software, and any other items or services provided under this Agreement and not manufactured by TriTech (collectively “Third Party Items”) are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to Client all warranties on Third Party Items which TriTech is permitted to pass through to Client. If, during the warranty period for Third Party Items Client determines that they do not perform as warranted, Client shall contact TriTech using the procedures described in the Software Support Agreement.

10.7 EXCEPT AS SPECIFICALLY STATED IN THIS SECTION 10, TRITECH

MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TRITECH RESELLS AND PASSES THROUGH THIRD PARTY PRODUCTS ON AN “AS IS, WHEN AVAILABLE” BASIS. TRITECH DOES NOT REPRESENT OR WARRANT THAT ANY

TRITECH PRODUCT OR THIRD PARTY ITEMS, INCLUDING HARDWARE,

SOFTWARE OR SERVICES, WILL BE FREE FROM ERRORS, DEFECTS OR INFRINGEMENT.

11.0 MAINTENANCE AND SOFTWARE SUPPORT

11.1 The TriTech Software. Software Support shall begin upon the date of first Go Live for any Subsystem and end twelve (12) months thereafter. Software Support is subject to and will be provided in accordance with the terms of the Software Support Agreement to be entered into between the Client and TriTech coincident with this Agreement.

11.2 TriTech Subscription Services. Support terms for the TriTech Subscription Services, if applicable, are set forth in the TriTech Subscription Service Use & License Agreement provided at Addendum F, and shall govern in the event of a conflict between Addendum F and the Software Support Agreement.

11.3 System Software. Client is responsible for maintaining licensing, including updates for System Software.

11.4 Subcontractor Hardware and Software. The initial twelve (12) month maintenance and support period for those Vendors identified in Addendum A-6 will be provided to Client by the respective Vendors as Subcontractors to TriTech. During this time, Client shall contact TriTech in accordance with the procedures in the Software Support Agreement to report any errors or defects detected with respect to such items. During this time; TriTech shall assist Client in determining the nature of the problem, and will contact the appropriate Vendor for resolution; TriTech will use commercially reasonable efforts to follow-up with the Vendor and maintain contact with both the Vendor and Client to coordinate problem resolution. Support and maintenance will be provided in accordance with the respective Vendor’s support and maintenance agreements, attached hereto at Addendum C. At the conclusion of such initial annual maintenance and support period, maintenance and support shall be subject to and provided in accordance with #11..
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any maintenance agreements between Client and the respective Vendors. TriTech shall not be a party to such maintenance and support agreements nor shall TriTech have any liability thereunder.

Thereafter, provided that Client maintains in force an annual TriTech Software Support Agreement, Client may contact TriTech in accordance with the Software Support Agreement, and TriTech shall provide Help Desk services to Client with respect to the reported problem only to the extent relating to TriTech Software or determining if the problem is due to any third party or Vendor other than TriTech. If the problem is due to a third party or Vendor other than TriTech, Client is responsible for contacting the Vendor or third party for any further support or maintenance services for the problem. TriTech has no obligations to provide maintenance or support for any non-TriTech Software except as specifically provided in this Section 11.4.

11.5 Equipment. Maintenance and support for all Equipment sold hereunder is not included under this Agreement. However, because proper computer equipment maintenance is required for proper system operation, Client agrees to acquire and keep in force computer and peripheral equipment maintenance agreements for the equipment used to operate the TriTech Software or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in the Software Support Agreement. TriTech shall thereupon provide Help Desk services to Client as provided in the thenapplicable Software Support Agreement. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

11.6 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in the Software Support Agreement for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client’s needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software.

12.0 SOURCE CODE ESCROW

12.1 TriTech Software. Subject to payment of the applicable escrow fees by Client and Client’s execution of the applicable escrow documents, TriTech shall enroll Client as a Preferred Beneficiary of the applicable TriTech Source Code escrow account with Iron Mountain Intellectual Property Management (the “Escrow Agent”). A copy of TriTech’s Master Preferred Escrow Agreement with Iron Mountain is attached at Addendum B. Client shall pay all escrow fees and #11..
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expenses associated with the Escrow, including but not limited to first year fees (which are included as a line item in the Contract Price), renewal year fees, and fees for additional services, if any, selected by Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (i) all Updates to the TriTech Software released during the preceding month and (ii) any TriTech Software Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to nonpayment of escrow charges by Client, or (iii) this Agreement is terminated. Source Code released under the terms of the Source Code Escrow Agreement shall be deemed part of the TriTech Software hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Section 5.0, except as modified below.

12.1.1 Source Code shall be released to Client only upon the occurrence of and only during the duration of one of the following conditions:

12.1.1.1 TriTech’s persistent and uncured failure to carry out or provide for the carrying out of material warranty obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the Parties with respect to the TriTech Software, which failure persists for a period of 30 days after written notice from Client to TriTech asserting such failure and the intention to demand a release of Source Code from escrow, or

12.1.1.2 12.1.1.2 TriTech’s failure to continue to do business in the ordinary course without providing an alternate source of warranty or Software Support by a ready, willing and able assignee.

12.1.2 The escrowed Source Code and other material released to Client hereunder shall be subject to all of the terms and conditions of this Agreement, including without limitation the Confidentiality provisions herein, except as specifically modified in this paragraph. Without limiting the generality of the foregoing, the Source Code shall, except for periods of actual use, be kept in a secure, locked container and/or a secure protected computer file with access limited only to those with a need to know for purposes of software maintenance. Any person or entity granted access shall be required to agree in writing to comply with this paragraph. TriTech shall, upon request, be provided with a copy of such agreement(s).

12.1.3 Provided that a release of Source Code is rightfully made hereunder, Client is granted a license to copy and Use the Source Code for the sole purpose of software maintenance.

For purposes of these Source Code Escrow provisions, the term “software maintenance” means correction of software errors and preparation of software modifications and enhancements for Client’s internal use only. If Client creates new and original computer code not derived from the TriTech Software or the ideas, processes, methods of operation, technology or know-how implemented therein, in the process of software maintenance, the intellectual property rights (including copyright, patent and trade secret) in and to that specific new and original code shall be owned by Client. However, if Client’s enhancements or other modifications result in the creation of a derivative work from the TriTech Software, or a work based upon the ideas, processes, methods of operation, technology or know-how implemented therein, the intellectual property rights (including copyright, patent and trade secret) in and to such work shall be owned by TriTech and Client’s rights to use such work shall be limited to those granted with respect to the TriTech #11..
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Software in this Agreement. No rights to distribute Source Code or derivative works therefrom are granted hereunder.

12.2 Subcontractor Source Code Escrow. If Client desires to enter into Source Code escrow agreements for the Subcontractor Software provided hereunder, such agreements shall be entered into directly between Client and the licensors thereof. TriTech shall not be a party to such Subcontractor Source Code escrow agreements.

13.0 DEFAULT AND TERMINATION

13.1 TriTech may terminate this Agreement and the TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material term or condition of this Agreement unless (a) in the case of failure to pay monies due to TriTech, Client cures such failure within fifteen (15) days after written notice of such failure by TriTech or (b) in other cases, Client cures such failure(s) within thirty (30) days of such notice or in the case of failures which are curable, but not reasonably susceptible to cure within thirty (30) days, Client commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) Client’s normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination shall not affect TriTech’s right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder.

13.1.1 In the event of termination in accordance with paragraph 13.1 above, TriTech’s subcontractors providing software licenses hereunder may also terminate such licenses granted to Client with respect to this Agreement.

13.2 Client may terminate this Agreement if (i) TriTech (or a Subcontractor) fails to comply with any material term or condition of this Agreement unless (a) TriTech (or the applicable Subcontractor) cures such failure within thirty (30) days after written notice thereof from Client or (b) in the case of failures not reasonably susceptible to cure within thirty (30) days, TriTech (or the applicable Subcontractor) commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) TriTech’s normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination and no successor or assignee is appointed who is ready, willing and able to assume and perform TriTech’s executory obligations under this Agreement.

13.3 Upon termination, Client shall permanently remove and destroy all copies of the Software from its computer system, media, or other locations, destroy all copies of the Documentation and associated materials and certify to TriTech in writing that Client has performed said actions and has not retained or permitted others to retain any such copies whether on a computer system or Server, hard copy or CD-ROM, magnetic or other media, backup or archival copies, or otherwise. Client shall perform these same procedures for removal and destruction of System Software and Subcontractor Software, and the associated Documentation, and so notify TriTech.
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14.0 LIABILITY

14.1 TriTech shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or any subcontractor as a result of TriTech’s or any subcontractor’s performance pursuant to this Agreement; however, TriTech shall not be required to indemnify Client for any claims or actions caused to the extent of the negligence or wrongful act of Client, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Client, or its employees, agents or contractors, TriTech’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

14.2 NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF

TRITECH FOR ANY CLAIM OR DAMAGE ARISING FROM OR OTHERWISE

RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BY WAY OF

INDEMNIFICATION OR UNDER STATUTE SHALL BE LIMITED TO DIRECT

DAMAGES WHICH SHALL NOT EXCEED (I) THE CONTRACT PRICE OR (II) IN THE

CASE OF BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE FOR WHICH DEFENSE AND INDEMNITY COVERAGE IS PROVIDED BY TRITECH’S

INSURANCE CARRIER, THE LESSER OF THE COVERAGE LIMITS OF SUCH

INSURANCE OR THE AMOUNT ACTUALLY PAID TO TRITECH OR CLIENT BY THE APPLICABLE INSURANCE CARRIER FOR SUCH DAMAGE.

14.3 Except for actions for copyright, trade secret, or trademark infringement, no action or proceeding arising out of any claimed breach of this Agreement or transaction may be brought by either Party more than four (4) years after the cause of action has accrued.

14.4 To the extent allowed by law, Client shall indemnify and hold TriTech harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Client’s or, its employees, agents, contractors, or any subcontractors as a result of the use or misuse of the TriTech Software.

14.5 IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR

SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST

PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY

OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR

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15.0 INSURANCE

15.1 Beginning at the start of TriTech’s performance under this Agreement, and ending when TriTech is no longer providing to Client annual Software Support, TriTech shall maintain in force a policy of General Liability Insurance with coverage limits of $1,000,000 per occurrence, $2,000,000 aggregate.

15.2 Upon the written request of Client, TriTech shall cause Client to be added as an additional insured to the above-described policy.

16.0 COPYRIGHT & TRADE SECRET INFRINGEMENT

16.1 TriTech will at its expense defend against any claim, action or proceeding by a third party (“Action” herein) to the extent due to claimed infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as substantially all the functionality and performance described in the Specifications remains).

Client may participate in the defense of such Action at its own expense. If TriTech concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client’s use of the TriTech Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return to Client the TriTech Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client’s use of the TriTech Software (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to thirty-six (36) months times the license fees paid) and the licenses granted in this Agreement shall terminate. In addition, in the event such Action results in a money judgment against Client which does not arise, wholly or in part, from the actions or omissions of Client, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTech will, subject to Section 14.0 herein, indemnify Client therefrom to the extent indemnification for such judgment is not provided under Client’s insurance policies (unless Client is self-insured in which case the preceding clause shall not apply).

16.2 Notwithstanding the above, TriTech shall have no duty under this section 16.0 with respect to, and Client shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by System Software, Subcontractor Hardware or Software, or Equipment, (ii) arising out of modifications to the TriTech Software and/or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This section 16.0 states the entire obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. #11..
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17.0 DISPUTE RESOLUTION

17.1 The Parties desire to first attempt to resolve certain disputes, controversies and claims arising out of this Agreement or any Addenda hereto before a Party begins litigation. Prior to commencing litigation, at the written request of either Party, the Parties agree to meet onsite at either TriTech’s or the Client’s location as determined by the Parties, and negotiate in good faith to resolve any dispute arising under this Agreement. Each Party shall be responsible for its associated travel costs. If the above negotiations do not resolve the dispute with sixty (60) days of the initial written request, either Party may take appropriate legal action.

18.0 SALES, USE AND PROPERTY TAX

18.1 Unless exempt from such taxes, Client shall be solely responsible for payment or reimbursement to TriTech of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Client or TriTech. If exempt, Client shall provide to TriTech written evidence of such exemption. Client shall also pay any personal property taxes levied by government agencies based upon Client’s use or possession of the items acquired or licensed in this Agreement.

19.0 SEVERABILITY

19.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

20.0 FORCE MAJEURE/EXCUSABLE DELAY

20.1 Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond its reasonable control), the actions or omissions of the other Party or its officers, directors, employees, agents, contractors or elected officials and/or other similar occurrences beyond the Party’s reasonable control (“Excusable Delay” herein). In the event of any such Excusable Delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay.

21.0 CONSTRUCTION AND HEADINGS

21.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. #11..
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22.0 WAIVER

22.1 The failure or delay of any Party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either Party to enforce each and every provision.

22.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach.

23.0 ENTIRE AGREEMENT

23.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the Parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement.

24.0 APPLICABLE LAW

24.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions.

25.0 ASSIGNMENT

25.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of TriTech’s assets, TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech’s executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee.

26.0 NOTICES

26.1 All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof.
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To Client: To TriTech:

TriTech Software Systems
9477 Waples Street, Ste. 100
San Diego, Calif. 92121
Attn: Attn: Contracts

27.0 ORDER OF PRECEDENCE

27.1 The following documents shall comprise the Agreement between the Parties concerning the subject matter of this Agreement, and in the event of any dispute arising from or related to this Agreement, shall have the following order of precedence:

A. This Agreement and all Addenda and other documents attached to or incorporated by reference herein. In the event of a conflict between this Agreement and an Addendum, this body of this Agreement shall take precedence; B. The applicable Client approved OSDs, IRDs, IFCDs and FTs.

28.0 GENERAL TERMS

28.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either Party except as provided in the ASSIGNMENT section of this Agreement.

28.2 This Agreement shall not become a binding contract until signed by an authorized officer of each Party, and it is effective as of the date so signed.

28.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof.

28.4 The provisions contained herein shall not be construed in favor of or against either Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement.

28.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders.

28.6 A facsimile or scanned signature copy of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement shall be treated as an original in all respects; the Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy. #11..
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28.7 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.

28.8 EACH PARTY’S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO

THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL TERMS

CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION, BUSINESS FORM OR

OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES.

CLIENT TRITECH SOFTWARE SYSTEMS
Accepted By (Signature) Accepted By (Signature)
Printed Name Printed Name
Title Title
Date Date
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ADDENDUM A
PROPRIETARY INFORMATION1

SUMMARY OF CONTENTS
Addendum No. Description
A-1 Statement of Work, with attached Subcontractor Statements of Work which are incorporated herein by reference
A-2 Number of TriTech Software Licenses, Installation and Shipping Instructions
A-3 TriTech Services, Support and Maintenance Fees, and Miscellaneous A-4 Equipment
A-5 System Software
A-6 Subcontractor Software, Hardware and Services, if applicable A-7 Payment Terms
A-8 Contract Price Summary
A-9 System Planning Document

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-1
PROPRIETARY INFORMATION1

STATEMENT OF WORK
(Attached)

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-2
PROPRIETARY INFORMATION1

NUMBER OF TRITECH SOFTWARE LICENSES,

INSTALLATION AND SHIPPING INSTRUCTIONS
TriTech Software

INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To:
[Name]
[Address]
[Address]
[Address]

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-3
PROPRIETARY INFORMATION1

TRITECH SERVICES, SUPPORT AND MAINTENANCE FEES

AND MISCELLANEOUS
*The Software Support fee for the initial term of TriTech annual Software Support, beginning at Go Live and ending 12 (twelve) months thereafter, is included in the Contract Price of this Agreement.

Thereafter, annual Software Support fees will be invoiced in accordance with the Software Support Agreement entered into between TriTech and Client coincident with this Agreement.

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-4
PROPRIETARY INFORMATION1

EQUIPMENT

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-5
PROPRIETARY INFORMATION1

SYSTEM SOFTWARE
NOTE: Additional Client responsibilities regarding licensing requirements for System Software for continued maintenance, including system expansion, are provided in the System Planning Document.

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-6
PROPRIETARY INFORMATION1

SUBCONTRACTOR SOFTWARE, HARDWARE AND SERVICES

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-7
PROPRIETARY INFORMATION1

PAYMENT TERMS

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-8
PROPRIETARY INFORMATION1
CONTRACT PRICE SUMMARY2

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM A-9
PROPRIETARY INFORMATION1

SYSTEM PLANNING DOCUMENT
Attached

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR

USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.
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ADDENDUM B

TRITECH MASTER PREFERRED

SOURCE CODE ESCROW AGREEMENT
(ATTACHED, IF APPLICABLE)
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ADDENDUM C

SUBCONTRACTOR WARRANTY, SUPPORT AND

MAINTENANCE AGREEMENTS
(ATTACHED, IF APPLICABLE)
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ADDENDUM D

SUBCONTRACTOR LICENSE AGREEMENTS
(ATTACHED, IF APPLICABLE)
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ADDENDUM E

SUBSCRIPTION SERVICE USE & LICENSE AGREEMENT
(ATTACHED IF APPLICABLE)
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TriTech Software Systems
9477 Waples Street, Ste. 100
San Diego, CA 92121
Phone: 858.799.7000
Fax: 858.799.7011
www.tritech.com

SOFTWARE SUPPORT AGREEMENT

TRITECH SOFTWARE SYSTEMS
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SOFTWARE SUPPORT AGREEMENT

TABLE OF CONTENTS

1.0 DEFINITIONS........................................................................................ 3

2.0 TERM AND TERMINATION.................................................................. 3

3.0 SUPPORT FEE(S) ................................................................................ 4

4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE
OF CONDUCT....................................................................................... 5

5.0 SOFTWARE ERROR CORRECTION ................................................... 6

6.0 SOFTWARE UPDATES........................................................................ 7

7.0 LIMITATIONS........................................................................................ 7

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE,
AND SYSTEM SOFTWARE ................................................................. 9

9.0 LIMITATION OF LIABILITY................................................................ 10

10.0 DISPUTE RESOLUTION .................................................................... 10

11.0 SEVERABILITY .................................................................................. 10

12.0 FORCE MAJEURE/EXCUSABLE DELAY ......................................... 10

13.0 CONSTRUCTION AND HEADINGS................................................... 11

14.0 WAIVER .............................................................................................. 11

15.0 ENTIRE AGREEMENT ....................................................................... 11

16.0 APPLICABLE LAW ............................................................................ 11

17.0 ASSIGNMENT..................................................................................... 11

18.0 NOTICES ............................................................................................ 12

19.0 GENERAL TERMS ............................................................................. 12 ADDENDUM A................................................................................................ 14 ADDENDUM B................................................................................................ 15 ADDENDUM C................................................................................................ 28 #11..
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SOFTWARE SUPPORT AGREEMENT
Client:

Address:

City, State, Zip:

Phone, Fax:

Contact Name:

This Agreement is made by and between TriTech Software Systems, referred to herein as “TriTech”, with offices at 9477 Waples Street, Ste. 100, San Diego, California 92121 and Client named above, referred to herein as “Client”.

A. WHEREAS, TriTech and Client have entered into a System Purchase Agreement dated _____________________, (the “Purchase Agreement”); and B. WHEREAS, this Software Support Agreement (this “Agreement”) is entered into to provide Software Support for the TriTech Software for a period of one year, subject to annual renewal thereafter; and
C. WHEREAS, during the initial term of this Agreement, TriTech shall act as the Prime Contractor for maintenance of the System and shall provide the single point of contact with the Client as further defined herein;
NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows:

1.0 DEFINITIONS

1.1 All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement, which section is incorporated by reference herein as though set forth in full.

2.0 TERM AND TERMINATION

2.1 The initial term of Software Support services provided under this Agreement shall begin at first Go Live for the TriTech Software and end twelve (12) months thereafter. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. Following the initial term, either party may terminate this Agreement upon written notice to the other party ninety (90) days prior to the end of the then current annual support term. Provided that notice of termination has not been provided, on or before the expiration of the then current support term, and at each annual anniversary thereof, #11..
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TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client.

2.2 Following the initial term of this Agreement, either party shall have the option, upon prior written notice as provided in this section, to terminate support and maintenance for applicable Subcontractor Software which is provided through TriTech as the Prime Contractor.

In such event the Client shall enter directly into Support Agreement(s) with the individual Subcontractor(s). In order to provide continuity of support, either party shall notify the other party at least ninety (90) days prior to the end of the initial term of this Agreement of its intentions for continuation through TriTech as the Prime Contractor of support and maintenance for such Subcontractor Software. Support for Subcontractor Software if applicable under this Agreement will be provided in accordance with the applicable Subcontractor’s terms for support which are attached hereto at Addendum C.

2.3 Either party may terminate this Agreement upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Agreement, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party’s business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by one Party to the other Party within ninety (90) days’ prior to the end of the then current support term.

3.0 SUPPORT FEE(S)

3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are established based on the software licenses purchased under the System Purchase Agreement.

The Software Support fee for the first renewal term shall be the amount specified in Addendum A hereto, subject to the adjustments as described in 3.2.

3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term.

Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be subject to increase on an annual basis at a rate of 5%. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client’s then current support period.

3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client’s site or other locations remote from TriTech’s principal place of business. Such expenses shall be paid by Client on receipt of TriTech’s invoice for such expenses. Travel costs submitted for reimbursement will be actual costs, plus a five percent (5%) administrative fee.
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3.4 If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year.

Payment of applicable fees for any additional services required to bring Client’s system current, which fees shall be charged at TriTech’s then current rates for such services, shall also be the responsibility of the Client. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech’s client base and fairly shared by all TriTech Software users.

3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 %) per month, or the highest rate permitted by law, whichever is less, from fifteen (15) days after their due date until paid. Failure to pay annual Software Support fees when due may result in a notice of termination in accordance with section 2.3.

Remittance Address for Payments Only:

TriTech Software Systems
P.O. Box 203223
Dallas, TX 75320-3223

3.5.1 Payments may be made by check; wire transfer; or Automated Clearing House (“ACH”). TriTech will provide banking information if Client requests to pay by wire transfer or ACH.

3.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Agreement, and/or Client’s use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice.

4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT

4.1 TriTech will provide support services as more fully described in Addendum B.

4.2 Client shall appoint a principal point of contact with a level of knowledge of the TriTech Software and Client’s computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Addendum B. TriTech reserves the right to request that Client appoint a replacement point of contact upon reasonable written notice to Client.

4.3 At all times during the term of this Agreement or any renewal period, each party shall ensure that its employees do not engage in a disrespectful, disruptive, demeaning, or otherwise inappropriate or abusive manner in dealing with the other party and its employees. Any such behavior shall be reported to the party’s supervisor, manager, or executive as applicable for corrective action. A party’s failure to remedy any reported issues related to employee misconduct, #11..
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including removal of the offending employee from direct contact with the other party, may be cause for termination in accordance with section 2.3 herein.

5.0 SOFTWARE ERROR CORRECTION AND ACCESS

5.1 If, during the term of this Agreement, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will manage the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech’s facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client’s site to reproduce the error. If it is determined that reported problem was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the reported problem is determined to be the result of Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software Client shall reimburse TriTech for its travel expenses incident to the on-site visit, as well as TriTech’s labor related to the on-site visit at its then current hourly rates for technical support and engineering.

5.1.1 If, during the term of this Agreement, Client experiences performance issues with the TriTech Software related to user transaction times (the elapsed time between electronically requesting information [i.e., depressing the “enter” key or mouse button] to the appearance of the data requested on the next screen) that materially degrades the operational use of the TriTech Software, the Client shall notify TriTech in accordance with Addendum B. TriTech will assist the Client to determine the source of the user transaction times issue (TriTech Software, third party products, Client supplied network, etc.). If the related to user transaction times is found to be caused by the TriTech Software, TriTech will use commercially reasonable efforts to resolve the issue according to the Priority status (defined in Addendum B) assigned based on the Subsystem, transaction type, and operational impact on the Client’s Users.

5.2 TriTech maintains a Security program for 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).

5.3 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 #11..
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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.

6.0 SOFTWARE UPDATES

6.1 From time to time at TriTech’s discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and TriTech Documentation shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.)

7.0 LIMITATIONS

7.1 Software Support for the TriTech Software shall be subject to and conditional on Client’s implementation and use of a version of the TriTech Software that is the most current general release version thereof that is offered to Client. If Client does not implement the most current general release version when it is made available, TriTech shall only be obligated to provide Software Support for Client’s version of the TriTech Software for a period of twelve (12) months thereafter.

7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses.

7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates:

7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party.

7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect.

7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Agreement.)

7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation.

7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client’s system by TriTech. Client shall maintain upto-date virus checking software in accordance with TriTech Documentation and shall check all software received from TriTech or any other person or entity for viruses before introducing that #11..
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software into any part of the TriTech System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software on Client’s Equipment. Client shall practice reasonable back-up procedures for the TriTech System in accordance with TriTech Documentation.

7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software.

7.3.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software.

7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client’s needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software.

7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client (“Third Party Changes”). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes.

7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client’s use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client’s sole risk. #11..
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7.7 Client is responsible for maintaining the required certifications for access to Client’s state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems.

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND

SYSTEM SOFTWARE

8.1 Maintenance and support for Equipment provided under the Purchase Agreement (except as otherwise stated therein) is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

8.1.1 Inform Jail, as further defined in Addendum B, will be installed on server(s) maintained by TriTech.

8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers, or the provisions of the applicable Subcontract support terms provided hereto at Addendum C if continued annual support for the applicable Subcontractor Software is provided under this Agreement as further defined herein. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client nonproprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affect the operation of the TriTech Software and are not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution.

Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. #11..
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9.0 LIMITATION OF LIABILITY

9.1 The total liability of TriTech for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by TriTech’s insurance carrier(s), the coverage limits of such insurance.

9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN

CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST

OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL

DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH

SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS

OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

10.0 DISPUTE RESOLUTION

10.1 The Parties desire to first attempt to resolve certain disputes, controversies and claims arising out of this Agreement or any Addenda hereto before a Party begins litigation. Prior to commencing litigation, at the written request of either Party, the Parties agree to meet onsite at either TriTech’s or the Client’s location as determined by the Parties, and negotiate in good faith to resolve any dispute arising under this Agreement. Each Party shall be responsible for its associated travel costs. If the above negotiations do not resolve the dispute with sixty (60) days of the initial written request, either Party may take appropriate legal action.

11.0 SEVERABILITY

11.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

12.0 FORCE MAJEURE/EXCUSABLE DELAY

12.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable #11..
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Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.

13.0 CONSTRUCTION AND HEADINGS

13.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections.

14.0 WAIVER

14.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision.

14.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach.

15.0 ENTIRE AGREEMENT

15.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement.

16.0 APPLICABLE LAW

16.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law.

17.0 ASSIGNMENT

17.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of TriTech’s assets, TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech’s executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. #11..
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18.0 NOTICES

18.1 All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof.

To Client: To TriTech:

TriTech Software Systems
9477 Waples Street, Ste. 100
San Diego, Calif. 92121
Attn: Attn: Contracts

19.0 GENERAL TERMS

19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement.

19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed.

19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof.

19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement.

19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders.

19.6 A facsimile or scanned signature copy of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement shall be treated as an original in all respects; the Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy.

19.7 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, #11..
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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.

19.8 EACH PARTY’S ACCEPTANCE IS EXPRESSLY LIMITED TO THE

TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN

ANY PURCHASE ORDER, CONFIRMATION, BUSINESS FORM OR

OTHERWRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY.
[FILL CLIENT] TRITECH SOFTWARE SYSTEMS
Accepted By (Signature) Accepted By (Signature)
Printed Name Printed Name
Title Title
Date Date
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ADDENDUM A

SUPPORT FEES
Support fees for the initial term beginning at first Go Live for the TriTech Software and ending twelve (12) months thereafter, are included under the Contract Price in the System Purchase Agreement. Based on the licenses purchased under the System Purchase Agreement, the annual support fee for the first renewal term (to begin 12 months’ post Go Live) will be $______________.

Prior to the end of the then current support term, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee, which fees are subject to increase in accordance with section 3.2 of this Agreement. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee.

TriTech’s Software Support fees do not include fees for third party applications, or embedded software required, including but not limited to CAD Mapping or Mobile Mapping fees.

Option:

As further defined in Addendum B hereto, standard Software Support for Inform RMS, Inform Jail, Inform FBR, and Inform Fire applications is provided on an 8x5 basis. Support fees for 8x5 support is calculated at a lesser rate than 24x7 support. However, as an optional upgrade, Client may purchase Software Support for these TriTech Software applications on a 24x7 basis (this option is not available for CrimeView or FireView) with the applicable adjustment in support fee. If this option has been chosen, check the box below:

Optional Support Upgrade to 24x7 for Inform RMS Yes
Optional Support Upgrade to 24x7 for Inform Jail Yes
Optional Support Upgrade to 24x7 for Inform FBR Yes
Optional Support Upgrade to 24x7 for Inform Fire Yes
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ADDENDUM B

SOFTWARE ERROR CORRECTION

GUIDELINES AND PROCEDURES
(1) All TriTech Software Errors reported by Client’s personnel shall be resolved as set forth below.

The response and resolution plan will be based upon the Service Level Agreement terms specified below by product. The Client may elect to downgrade the urgency of the issue if the operational impact is not severe. The Client may also request an upgraded response to a lower priority issue if the issue has a significant operation impact by requesting to speak to a supervisor/manager from TriTech’s Customer Service Group.
(2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech.

Note (a): Critical Priority and Urgent Software Errors must be reported via telephone at the number listed in the Support Issues Priority and Response Matrix under section (9) below. If Critical Priority or Urgent Priority Software Errors are not reported via the telephone, the stated response and resolution times will not apply.

Note (b): High, Medium, and Lower Priority Software Errors may be reported via email to the address listed in the matrix below, or through TriTech’s Support website via the Customer Service portal on TriTech’s website.
(3) “Normal Customer Service Hours” (Business Hours) are 7:30a.m. through 7:30p.m. (Central), Monday through Friday, excluding TriTech holidays.
(4) The main support line will be answered by TriTech’s Customer Service Department, or TriTech’s answering service, depending on the time/day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support telephone call.

If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the TriTech operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical Priority problem, as described below, locate a Customer Service Representative. (5) Following Normal Customer Service Hours, the call will be automatically routed to TriTech’s answering service. Any calls routed to the answering service will be escalated to an on-call Customer Service Representative on-call for prompt follow-up and resolution, if required. (6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original reported issue. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Enhancement requests should be emailed to [email protected]. #11..
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(7) TriTech has approved Bomgar as the sole primary form of support connectivity for TriTech’s software applications. Bomgar provides for passwords, advanced authentication, encryption and logging that meet or exceed FBI CJIS standards. The data is stored in a secure technology facility meeting FBI standards. The Client has access to log information through the TriTech support ticket management system Client portal on TriTech’s website. Backup support connectivity is also required. The Client will ensure there is either reliable cellular coverage or a landline telephone in each physical area in which a Server or interface equipment is located to allow the Client’s team to assist in troubleshooting.
(8) Reported software errors will be responded to and resolved in accordance with the Priorities and Response Matrix in Section 9 below. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem.
a. If a response is not received, or a resolution is not provided in accordance with the Priorities and Response Matrix, the Client may request escalation of the issue in accordance with the TriTech Documentation.
(9) Priorities and Support Response Matrix
The following priority matrix relates to software errors resulting from the TriTech Software as further defined in this Agreement. Causes related to non-covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Agreement.
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Inform CAD, Inform Mobile, Inform Me, Field Ops, Inform Browser, Interfaces, and GIS Link Response Matrix
Priority Issue Definition Response Time
Priority 1 –
Critical Priority
24x7 Support for live operations on the
production system: A system down event which
severely impacts the ability of Users to dispatch
emergency units. This is defined as the following:
• Inform CAD, Inform Mobile, Inform Me,
Field Ops, or Interfaces are down as further
defined in the Special Note #1 below.
• Critical servers inoperative, as listed in
Special Note #1.
• Complete interruption of call taking and/or
dispatch operations
• Loss of transactional data & transactional
data corruption
This means one or more critical server
components are non-functional disabling Inform
CAD, or Inform Mobile workstations, or disabling
Inform Me, or Field Ops. These Software Errors
are defined in Special Note #1, below.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be immediately answered
and managed by the first available representative
but not longer than 5 minutes.

After Normal Customer Service Hours: Thirty
(30) minute callback after client telephone contact
to 800. 987.0911.

Priority 1 issues must be called in via 800.
987.0911 in order to receive this level of response.

Priority 2 –
Urgent Priority
24x7 Support for live operations on the
production system: A serious Software Error with
no workaround not meeting the criteria of a
Critical Priority, but which severely impacts the
ability of Users to enter incoming calls for service
and/or dispatch emergency units. Such errors will
be consistent and reproducible.

A significant number of the Inform CAD, or
Inform Mobile, workstations are negatively
impacted by this error (e.g., does not apply to a
minimal set of Inform CAD or Inform mobile
workstations, or Inform Me or Field Ops users).

These Software Errors are defined in more detail
in Special Note #2, below.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be answered and managed
by the first available representative but not longer
than 5 minutes.

After Normal Customer Service Hours: One (1)
hour callback after client telephone contact to 800.
987.0911.

Priority 2 issues must be called in via 800.
987.0911 in order to receive this level of response.

Priority 3 -
High Priority
Normal Customer Service Hours Support: A
Software Error not meeting the criteria of a
Critical or Urgent Priority, has a workaround
available, but which does negatively impact the
User from entering incoming calls for service
and/or dispatching emergency units, or perform a
common call taking or dispatch function. Such
errors will be consistent and reproducible.

A significant number of Inform CAD, or Inform
Mobile, workstations, or Inform Me or Field Ops
users are negatively impacted by this error (e.g.,
does not apply to a minimal set of workstations or
users).

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 by the first available
representative but not longer than 5 minutes after
the initial phone call.

High Priority issues may also be reported via
[email protected].

High Priority Issues are not managed after Normal
Customer Service Hours.
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Priority Issue Definition Response Time
Priority 4 –
Medium Priority
Normal Customer Service Hours Support: A
Software Error related to a user function which
does not negatively impact the User from entering
incoming calls for service and/or dispatch
emergency units, or perform a common call taking
or dispatch function. This includes system
administrator functions.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be answered and managed
by the first available representative but not longer
than 5 minutes after the initial phone call.

Medium Priority issues may also be reported via
[email protected].

Medium Priority issues are not managed after
Normal Customer Service Hours.

Priority 5 –
Low Priority
Normal Customer Service Hours Support:

Cosmetic or Documentation errors, including
Client technical questions or usability questions
Normal Customer Service Hours: Telephone calls
to 800. 987.0911will be answered and managed
by the first available representative but not longer
than 5 minutes after the initial phone call.

Low Priority issues may also be reported via
[email protected].

Low Priority issues are not managed after Normal
Customer Service Hours.

Priority Resolution Process Resolution Time
Priority 1 –
Critical Priority
TriTech will provide a procedural or configuration
workaround or a code correction that allows the
Client to resume live operations on the production
system.

TriTech will work continuously (including after
hours) to provide the Client with a solution that
allows the Client to resume live operations on the
production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 12 hours after notification.

Priority 2 –
Urgent Priority
TriTech will provide a procedural or configuration
workaround or a code correction that allows the
Client to resume normal operations on the
production system.

TriTech will work continuously (including after
hours) to provide the Client with a solution that
allows the Client to resume normal operations on
the production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 36 hours after notification.

Priority 3 -
High Priority
TriTech will provide a procedural or configuration
workaround that allows the Client to resolve the
problem.

TriTech will work to provide the Client with a
resolution which may include a workaround or
code correction within a timeframe that takes into
consideration the impact of the issue on the Client
and TriTech’s User base. Priority 3 issues have
priority scheduling in a subsequent release.

Priority 4 –
Medium Priority
If TriTech determines that a reported Medium
Priority error requires a code correction, such
issues will be addressed in a subsequent release
when applicable.

TriTech will work to provide the Client with a
resolution which may include a workaround or
code correction in a future release of the software.

Priority 4 issues have no guaranteed resolution
time.
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Priority Resolution Process Resolution Time
Priority 5 –
Low Priority
Low Priority issues are logged by TriTech and
addressed at the company's discretion according to
TriTech's roadmap planning process.

There is no guaranteed resolution time for Low
Priority issues.

Special Note #1: Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows:

1. Inform CAD:
a. Users are unable to enter new requests for service via the emergency or scheduled call taking screen. b. All users are unable to verify an address from within the emergency or scheduled call taking screen. c. The Inform CAD System is down and all workstations will not launch or function. d. The Inform CAD System is inoperable due to transactional data corruption caused by TriTech Software. e. The Inform CAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions (e. g., Premise History). f. Law enforcement users are unable to send or receive justice queries (this priority applies if the functionality is available through no other available methods).

2. Inform Mobile, Inform Me, Field Ops:
a. The Inform Mobile System, Inform Me or Field Ops is down and all unit mobile devices are unable to log in or function.
b. The Inform Mobile System is inoperable due to data corruption caused by TriTech Software. c. Law enforcement users are unable to send or receive justice queries (this priority applies if the functionality is available through no other available methods).

3. Inform Browser, and GISLink:
a. There are no Critical Priority (Priority 1) issues for these products.

Special Note #2: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows:

1. Inform CAD:
a. Inform CAD users are severely impacted due to one of the following conditions:
i. A significant number of users (50% or more) are unable to verify an address from within the emergency or scheduled call-taking screen.
ii. The inability to view/edit premise or caution note information. iii. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile).
iv. The system does not perform unit recommendations.
v. Inability to assign a unit to an incident.
vi. Inability to change a unit’s status.
vii. Inability to close an incident.
viii. Inability to view incident information needed to dispatch an incident. ix. Disaster Recovery System, following a test failover is inoperable for more than one (1) business day

2. Inform Mobile, Inform Me, Field Ops:
a. Inform Mobile, Inform Me or Field Ops users are severely impacted due to one of the following conditions:
i. Inability to receive new requests for service from Inform CAD. ii. Inability to view incident information needed to dispatch an incident. iii. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile).
iv. Inability to enter a traffic stop or on-view incident. v. The inability to view premise or caution note information. vi. Disaster Recovery System, following a test failover is inoperable for more than one (1) business day.

3. Inform CAD/Mobile Interfaces:
a. An Inform CAD Station Alerting Interface is down or Inform CAD Station Alerting Interface repeatedly fails to process a station alert, as part of a unit assignment, or if there is a reoccurring significant delay in the interface processing a station alert as part of a unit assignment (once it is diagnosed that is not being caused by the station alerting system).
b. An Inform CAD Paging Interface is down.
c. An interface used for personnel rostering is down.
d. A CAD-to-CAD interface is down or repeatedly fails to process information into an incident. #11..
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e. An Inform CAD Paging Interface repeatedly fails to process a unit alert as part of a unit assignment. f. An ANI/ALI interface repeatedly fails to process information into an incident. g. An interface to an external rostering system used to logon units is down. h. An AVL interface fails to process updates for over 50% of units. i. A mobile interface (MDT or MDC) repeatedly fails to process incident or status change information. j. A Standard CAD to External System Incident Data Transfer Interface License (RMS) is down.

4. Inform Browser:
a. Inform Browser is down and no workstations are able to login (unrelated to the Client’s network).

5. GISLink:
a. There are no Urgent Priority (Priority 2) issues for this product.

Additional Information:
• Disaster Recovery and Training CAD/Mobile Systems do not generally qualify for after Normal Customer Service Hours support. This would change if the Production System has failed over to the Disaster Recovery System, or during a failover of the Disaster Recovery System, the Disaster Recovery System will be supported as the Production System. Following a test failover if the Disaster Recovery System is inoperable for more than one (1) business day, TriTech will work to resolve the problem according to the Priority 2 response and resolution criteria included above. • Modifications to installed Inform CAD/Mobile Licensed Software that operates with State and National Criminal Justice Information Systems (State CJIS/NCIC) systems to accommodate Government Mandated Changes, as necessary, dictated by State and Federal agencies having authority over these programs will be provided in a subsequent update. #11..
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Inform RMS/FBR, Inform Fire
Priority Issue Definition Response Time
Priority 1 –
Critical Priority
Normal Customer Service Hours Support for live
operations on the production system: A system
down event which severely impacts the ability of
Users to log on the system, or severely impacts
the ability of Users to book or release inmates.

This is defined as the following:
• Inform RMS/FBR, or Inform Fire server
software inoperative
• Loss of ability for all Inform RMS/FBR, or
Inform Fire users to log on to system
• Loss of transactional data & transactional
data corruption
This means one or more critical server
components are non-functional disabling Inform
RMS/FBR, or Inform Fire workstations. These
Software Errors are defined in Special Note #1,
below.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be immediately answered
and managed by the first available representative
but not longer than 5 minutes.

After Normal Customer Service Hours: Unless
optional 24x7 support is contracted, support for
Inform RMS/FBR, and Inform Fire is not
managed after Normal Customer Service Hours.

If optional 24x7 support is contracted, after
Normal Customer Service Hours: Thirty (30)
minute call back after Client telephone contact
to 800.987.0911.

Priority 1 issues must be called in via 800.
987.0911 in order to receive this level of response.

Priority 2 –
Urgent Priority
Normal Customer Service Hours Support for live
operations on the production system: A serious
Software Error with no workaround not meeting
the criteria of a Critical Priority, but which
severely impacts the ability of Users from
performing a common function, or severely
impacts the ability of Users to book or release
inmates. Such errors will be consistent and
reproducible.
• Loss of ability for Inform RMS users to enter
Case (Incident, Arrest and Custody) records
into the system
• Loss of ability to transfer Inform FBR
Reports
• Unable to book or release inmates
A significant number of the Inform RMS/FBR, or
Inform Fire workstations are negatively impacted
by this error (e.g., does not apply to a minimal set
of Inform RMS/FBR, or Inform Fire
workstations). These Software Errors are defined
in more detail in Special Note #2, below.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be immediately answered
and managed by the first available representative
but not longer than 5 minutes.

After Normal Customer Service Hours: Unless
optional 24x7 support is contracted, support for
Inform RM/FBRS, , and Inform Fire is not
managed after Normal Customer Service Hours.

If optional 24x7 support is contracted, after
Normal Customer Service Hours: One (1) hour
call back after Client telephone contact to
800.987.0911.

Priority 2 issues must be called in via 800.
987.0911 in order to receive this level of response
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Priority Issue Definition Response Time
Priority 3 -
High Priority
Normal Customer Service Hours Support: A
Software Error not meeting the criteria of a
Critical or Urgent Priority, has a workaround
available, but which does negatively impact the
User from performing a common Inform
RMS/FBR, or Inform Fire function. Such errors
will be consistent and reproducible.
• Loss of Non-Critical Data (with “NonCritical” being defined as not causing an error classified as a P1 or P2 error (above).
• NIBRS State reporting issues that cause
agency reports to exceed State error
submission limits
• UCR reporting multiple occurrence of
inaccurate data
A significant number of Inform RMS/FBR, or
Inform Fire workstations are negatively impacted
by this error (e.g., does not apply to a minimal set
of workstations).

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 by the first available
representative but not longer than 5 minutes after
the initial phone call.

High Priority issues may also be reported via
[email protected].

High Priority issues are not managed after Normal
Customer Service Hours.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be answered and managed
by the first available representative but not longer
than 5 minutes after the initial phone call.

Medium Priority issues may also be reported via
[email protected].

Medium Priority issues are not managed after
Normal Customer Service Hours.

Priority 5 –
Low Priority
Normal Customer Service Hours Support:

Low Priority issues may also be reported via
[email protected].

Low Priority issues are not manager after Normal
Customer Service Hours.

TriTech will work continuously (including after
hours) to provide the Client with a solution that
allows the Client to resume live operations on the
production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 12 hours after notification.
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Priority Resolution Process Resolution Time
Priority 2 –
Urgent Priority
TriTech will provide a procedural or configuration
workaround or a code correction that allows the
Client to resume normal operations on the
production system.

TriTech will work continuously (including after
hours) to provide the Client with a solution that
allows the Client to resume normal operations on
the production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 36 hours after notification.

Priority 3 -
High Priority
TriTech will provide a procedural or configuration
workaround that allows the Client to resolve the
problem.

Priority 4 –
Medium Priority
If TriTech determines that a reported Medium
Priority error requires a code correction, such
issues will be addressed in a subsequent release
when applicable.

TriTech will work to provide the Client with a
resolution which may include a workaround or
code correction in a future release of the software.

Priority 4 issues have no guaranteed resolution
time.

Priority 5 –
Low Priority
Low Priority issues are logged by TriTech and
addressed at the company's discretion according to
TriTech's roadmap planning process.

There is no guaranteed resolution time for Low
Priority issues.

Special Note #1: Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows:

1. Inform RMS/FBR:
a. The Inform RMS/FBR System Server is down and unavailable for queries. b. The Inform RMS/FBR is inoperable due to data corruption caused by TriTech Software. c. Law enforcement users are unable to send or receive justice queries and transactions (this Priority applies if the functionality is available through no other available methods within the TriTech Software).

2. Inform Fire:
a. The Inform Fire Server is down and unavailable to process NFIRS reports. b. The Inform Fire Server is inoperable due to data corruption caused by TriTech Software.

Special Note #2: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows:

1. Inform RMS/FBR:
a. The inability to create, save, access, or close records. b. The inability to enter property in the evidence module. c. The inability to move a piece of property to another location. d. The inability to assign a case to an investigator.
e. The inability to create UCR/NIBRS State Reports.
f. The inability to complete an expungement on a name record. g. The system does not display active master name alerts. h. The system does not display active warrants for a master name. i. The inability to provide master resolution during entry. j. The inability to transfer a report from FBR to RMS.
k. A report is unable to complete the approval workflow.

2. Inform Fire:
a. The inability to create save, access or close fire records. b. The inability to create save, access or close inspections records. c. The inability to create save, access or close hazard records.

Additional Information:
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• State and Federal mandates relating to justice queries and reporting change from time to time. The following changes are considered covered support items:

A. Modifications to installed Uniform Crime Reporting (UCR) Program or National Incident Based Reporting System (NIBRS) facilities within the Inform RMS Licensed Software, or National Fire Incident Reporting System (NFIRS) within Inform Fire as necessary, in order to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Such modifications do not include fees associated with the development and implementation for transition from UCR to NIBRS, or costs for new hardware if applicable. TriTech will provide a quotation for associated services or hardware.

Inform Jail
General Support
Phone and email support will be provided for Inform Jail and shall maintain a support center database to track any reported issues. No support will be provided for Inform Jail more than two versions back from the most recently released version. Inform Jail support is managed by Zuercher Technologies, LLC, a TriTech company: 877.229.2205.

Support does not include custom programming services or training.

Support is available 24 hours a day, seven days a week.

Server Hardware Maintenance
Zuercher will maintain the Server Hardware necessary to host the Software. This does not include any Hardware except Server Hardware.

Customer Responsibilities
Access to Premises
Client shall provide Zuercher with reasonable and timely access to the sites and personnel necessary for Zuercher to perform its obligations under this Agreement.

Server Access
Client will ensure that all Inform Jail servers are directly network accessible to Zuercher at all times via SSH. There shall be no additional authorization or equipment required except as requested by Zuercher.

System Administrator
Client is responsible for naming one or more System Administrators to serve as a primary point of contact between Client and Zuercher. At least one System Administrator must be available at all times. Client will ensure that the System Administrators possesses the appropriate technology and public safety knowledge and skills to perform this role sufficiently.

Security
Client is responsible for providing all physical security. The Client is responsible for securing their network.

System Updates
Clientshall work in good faith to allow TriTech to install System updates as requested by Zuercher. #11..
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CrimeView Desktop, FireView Desktop
Priority Issue Definition Response Time
Priority 1 –
Critical Priority
There are no Critical Priorities for
CrimeView/FireView Desktop.

Not applicable.

Priority 2 –
Urgent Priority
Normal Customer Service Hours Support: A
serious issue with no workaround that severely
impacts the ability of the system to process the
data.
• The Import Wizard continuous crashes
upon trying to open it.

A significant number of the CrimeView Desktop
or FireView Desktop workstations are negatively
impacted by this issue (e.g., does not apply to a
minimal set of CrimeView Desktop or FireView
Desktop workstations). This issue is defined in
more detail in Special Note #1, below.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be immediately answered
and managed by the first available representative
but not longer than 5 minutes.

Urgent Priority issues are not managed after
Normal Customer Service Hours.

Priority 2 issues must be called in via 800.
987.0911 in order to receive this level of response.

Priority 3 -
High Priority
Normal Customer Service Hours Support: A
Software Error not meeting the criteria of an
Urgent Priority, has a workaround available, but
which does negatively impact the User from
performing a common CrimeView Desktop or
FireView Desktop function. Such errors will be
consistent and reproducible.
• Recent data is not available
• Error message in the Crystal Report
• Diagnosis of TriTech Desktop software
issues and errors
• Diagnosis of Configuration issues
A significant number of CrimeView Desktop or
FireView Desktop workstations are negatively
impacted by this error (e.g., does not apply to a
minimal set of workstations).

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 by the first available
representative.

High Priority issues may also be reported via
[email protected]
High Priority issues are not managed after Normal
Customer Service Hours.

Priority 4 –
Medium Priority
Normal Customer Service Hours Support: A
Software Error related to a user function which
does not negatively impact the User by preventing
routine use of the system. This includes system
administrator functions.
• Annual updates
• Geocoding issue
• Licensing
• Assistance with the setup of TriTech
Desktop on a new server and/or user’s
computer
• TriTech software updates
These are defined in more detail in Special Note
#2, below.

Normal Customer Service Hours: Telephone calls
to 800. 987.0911 will be answered and managed
by the first available representative.

Medium Priority issues may also be reported via
[email protected].

Medium Priority issues are not managed after
Normal Customer Service Hours.
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Priority Issue Definition Response Time
Priority 5 –
Low Priority
Normal Customer Service Hours Support:

Cosmetic or Documentation errors, including
Client technical questions or usability questions
• Provision of the current TriTech
Desktop tutorial (digital format)
Normal Customer Service Hours: Telephone calls
to 800. 987.0911will be answered and managed
by the first available representative but not longer
than 5 minutes after the initial phone call.

Low Priority issues may also be reported via
[email protected].

Low Priority issues are not managed after Normal
Customer Service Hours.

Priority Resolution Process Resolution Time
Priority 1 –
Critical Priority
No Critical Priority for CrimeView/FireView
Desktop
Not applicable.

Priority 2 –
Urgent Priority
TriTech will provide a procedural or configuration
workaround that allows the Client to resume
normal operations on the import system.

TriTech will work to provide the Client with a
solution that allows the Client to resume normal
operations on the import system within 48 hours of
the call being received.

Priority 3 -
High Priority
TriTech will provide a procedural or configuration
workaround that allows the Client to resolve the
problem.

TriTech will work to provide the Client with a
resolution which may include a workaround within
a timeframe that takes into consideration the impact
of the issue on the Client and TriTech’s User base.

Priority 4 –
Medium Priority
TriTech will provide a procedural or configuration
workaround that allows the Client to resolve the
problem.

TriTech will work to provide the Client with a
resolution which may include a workaround.

Priority 4 issues have no guaranteed resolution
time.

Priority 5 –
Low Priority
Low Priority issues are logged by TriTech and
addressed at the company's discretion according to
TriTech's roadmap planning process.

There is no guaranteed resolution time for Low
Priority issues.

Special Note #1: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows:

1. CrimeView/FireView Desktop
a. The Import Wizard continuously crashes when accessing the Import Wizard extension within ArcCatalog.

This does not include ArcCatalog crashing on its own.

Special Note #2: Priority 4 – Medium Priority issues

1. Annual Updates
a. Clients are entitled to two (2) saved query updates annually. i. The saved query updates are limited to the saved query groups included within the original application configuration and based on the original source field. Adding a new saved query group(s) or changing the source field will incur an additional cost. b. Saved query updates are by client request when new query values are made available

2. Geocoding issue
a. Individual records are not geocoding, this does not include creating new address locators to the profile

3. The software updates includes compatibility with ArcGIS releases but will not be compatible with ArcGIS Desktop

10.5 and beyond due to technical limitation
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Not included in support:
• Change RMS/CAD vendor(s)
• RMS/CAD database schema updates (field length, type, size… table name change, etc…) • Lookup table updates (code/description)
• Crystal Report updates
• GIS source file updates
• Geocoding rate enhancement
• Re-import of historical data
• Change the GIS format (Shapefile, Personal Geodatabase, File Geodatabase, ArcSDE Geodatabase, etc…) of the reference data or Import Wizard output data.
• Add/remove Import Wizard profile fields
• GIS editing
• Other source file integration
• Additional profiles
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ADDENDUM C

SUBCONTRACTOR SUPPORT TERMS
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9477 Waples Street, Ste. 100
San Diego, CA 92121
Phone: 858.799.7000
Fax: 858.799.7011
www.tritech.com
Subscription Service License & Use Agreement Page 1 of 18 TriTech Software Systems © 2018
Subscription Service License & Use Agreement
I. Subscription Service License and Use Agreement.

This Subscription Service License & Use Agreement (the “Agreement”) is made by and between, TriTech Software Systems (hereinafter referred to as “TriTech”) and the client named on the signature page attached hereto (“Client”) as of the date of last signature below. TriTech and Client may also be referred to herein individually as “Party”, or collectively as the “Parties”. The Parties have entered into a System Purchase Agreement (the “Purchase Agreement”) which includes the provision of the subscription services defined in this Agreement and the Statement of Work, if applicable (the “SOW”) attached as Addendum A-1 to the Purchase Agreement.

II. Services; Software.

A. Under the terms of this Agreement, TriTech will be responsible for providing the following services (“Services”):
(i) Hosting TriTech’s software (“Software”) for its Subscription programs and corresponding module(s) as indicated in the Purchase Agreement; (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 Purchase Agreement and SOW;
(iii) Providing the Client with remote access to search Client’s data and, if purchased, report on Client’s data through the Software and the applicable database(s) for Authorized Users (as defined in Section III (B) hereof) for 24 hours per day, 7 days per week, except as otherwise provided in Schedule A hereto with respect to scheduled maintenance; and further provided, that TriTech shall not be responsible for connectivity issues 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 the Purchase Agreement (together, the “Subscription Services”). Schedule A and any Documentation may be updated by TriTech from time to time in its sole discretion upon written notice to Client; (vii) Providing the Client with initial training as stated in the Purchase Agreement; and (viii) Populating the Software and the associated database(s) with Client Information (as defined in Section VII (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 Subscription application. #11..
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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 the Purchase Agreement. #11..
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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 the Purchase Agreement (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.
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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. #11..
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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 onetime 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 TriTech Subscription application.
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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.
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Subscription Service License & Use Agreement Page 7 of 18 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 nondisclosure 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.

VIII. 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 #11..
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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.
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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 and the Purchase Agreement contain the entire understanding between the parties and supersede any proposal or prior agreement regarding the subject matter herein.

This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

CLIENT TRITECH SOFTWARE SYSTEMS
Accepted By (Signature) Accepted By (Signature)
Printed Name Printed Name
Title Title
Date Date
Address Line 1 – Company/Agency Name
Address Line 2 – Street Address
Address Line 3 – City, State, Zip
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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 Subscription 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. Subscription applications may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the Subscription Updates, operating system updates/patches and updates to other third party applications as needed.

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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 #11..
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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.
9) For Caller Location Query (CLQ) - set up and maintain a web certificate on a public facing server.

Security
1) TriTech maintains a Security program for security managing access to Client data – particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents).
2) If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff’s job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client’s site, the Client will reimburse 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. #11..
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Subscription Service License & Use Agreement Page 14 of 18 TriTech Software Systems © 2018
This matrix defines the support issues, response times and resolutions for the Client’s licensed Subscription 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:

[email protected]. For CrimeView Dashboard, FireView Dashboard, CrimeMapping.com; NEARme, Field Ops: [email protected].

Priority Priority Definition Response Times
Priority 1 –
Critical
Priority
Search. 24X7 Support for live
operations on the production system.

This is defined as the following:
• The applicable server is
down and all workstations
will not launch or function;
the Client is experiencing
complete interruption of
ability to do perform
queries.
• The applicable system is
inoperable due to data loss
or corruption caused by
TriTech Software
This means that one or more TriTech
server components are down or
inaccessible, disabling all usability of
Client’s workstations
These Software Errors are defined in
Special Note #1, below.

Normal Customer Service Hours: Telephone calls
to 800.987.0911 will be answered immediately
and managed by the first available
representative but not longer than 5 minutes.

After Normal Customer Service Hours: Thirty
(30) minute callback after client telephone
contact to 800.987.0911.

Priority 1 issues must be called in via
800.987.0911 to receive this level of response.

There are no Priority 1 issues for:

CrimeView Dashboard
FireView Dashboard
CrimeMapping.com
NEARme
Field Ops
Priority 2 –
Urgent
Priority
Normal Customer Service Hours
Support: A serious software error
with no workaround and not meeting
the criteria of a Critical Priority, but
which severely impacts the ability of
Users from performing a common
function. Such errors will be
consistent and reproducible.

Generally, this means that a
significant number of the system
workstations are negatively impacted
by this error (e.g. does not apply to a
minimal set workstations). These
Software Errors are defined in Special
Note #2, below.

Normal Customer Service Hours: Telephone calls
to 800.987.0911 will be answered and managed
by the first available representative but not
longer than 5 minutes.

Priority 2 issues for Search, CrimeView
Dashboard, FireView Dashboard,
CrimeMapping.com, and NEARme are not
managed after Normal Customer Service Hours.

Customer Service Number 800.228.1059 for:

CrimeView Dashboard
FireView Dashboard
CrimeMapping.com
NEARme
Field Ops
#11..
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Subscription Service License & Use Agreement Page 15 of 18 TriTech Software Systems © 2018
Priority Priority Definition Response Times
Priority 3 -
High Priority
Normal Customer Service Hours
Support: A Software Error not
meeting the criteria of a Critical or
Urgent Priority, which has a
workaround available, but which does
negatively impact the User from
performing common system
functions. Such errors will be
consistent and reproducible.
• The system is unable to
transfer data from external
system to the TriTech
system
• The TriTech application
system update causing
system functions to be
inoperative with no
workaround
A significant number of TriTech
workstations are negatively impacted
by this error (e.g., does not apply to
a minimal set of workstations).

Normal Customer Service Hours: Telephone
calls to 800.987.0911 will be answered and
managed by the first available representative.

Priority 3 issues for Search, CrimeView
Dashboard, FireView Dashboard,
CrimeMapping.com, and NEARme are not
managed after Normal Customer Service Hours.

Customer Service Number 800.228.1059 for:

CrimeView Dashboard
FireView Dashboard
CrimeMapping.com
NEARme
Field Ops
Priority 4 –
Medium
Priority
Normal Customer Service Hours
Support: A Software Error related to
a user function which does not
negatively impact the User from the
use of the system. This includes
system administrator functions or
restriction of User workflow but does
not significantly impact their job
function.

Normal Customer Service Hours: Telephone
calls to 800.987.0911 will be answered and
managed by the first available representative.

Priority 4 issues for Search, CrimeView
Dashboard, FireView Dashboard,
CrimeMapping.com, and NEARme are not
managed after Normal Customer Service Hours.

Customer Service Number 800.228.1059 for:

CrimeView Dashboard
FireView Dashboard
CrimeMapping.com
NEARme
Field Ops
Priority 5 –
Low Priority
Normal Customer Service Hours
Support: Cosmetic or Documentation
errors, including Client technical
questions or usability questions
would be a part of this level.

Normal Customer Service Hours: Telephone
calls to 800.987.0911 will be answered and
managed by the first available representative.

Priority 5 issues for Search, CrimeView
Dashboard, FireView Dashboard,
CrimeMapping.com, and NEARme not managed
after Normal Customer Service Hours.

Customer Service Number 800.228.1059 for:

CrimeView Dashboard
FireView Dashboard
CrimeMapping.com
NEARme
Field Ops
#11..
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Subscription Service License & Use Agreement Page 16 of 18 TriTech Software Systems © 2018
Priority Resolution Process Resolution Time
Priority 1 –
Critical
Priority
TriTech will provide a procedural or
configuration workaround or a code
correction that allows the Client to
resume live operations on the
production system.

TriTech will work (including after hours) to
provide the Client with a solution that allows the
Client to resume live operations on the
production system.

TriTech will use commercially reasonable efforts
to resolve the issue as soon as possible.

Priority 2 –
Urgent
Priority
TriTech will provide a procedural or
configuration workaround or a code
correction that allows the Client to
resume normal operations on the
production system.

TriTech will work to provide the Client with a
solution that allows the Client to resume normal
operations on the production system.

TriTech will use commercially reasonable efforts
to resolve the issue as soon as possible.

Priority 3 -
High Priority
TriTech will provide a procedural or
configuration workaround that allows
the Client to resolve the problem.

TriTech will work to provide the Client with a
resolution which may include a workaround or
code correction within a timeframe that takes
into consideration impact of the issue on the
Client, TriTech’s User base, and the date of
submission. Priority 3 issues have priority
scheduling in a subsequent release.

Priority 4 –
Medium
Priority
If TriTech determines that a reported
Medium Priority error requires a code
correction, such issues will be
addressed in a subsequent release
when applicable.

TriTech will work to provide the Client with a
resolution which may include a workaround or
code correction in a future release of the
software. Priority 4 issues have no guaranteed
resolution time.

Priority 5 –
Low Priority
Low Priority issues are logged by
TriTech and addressed at the
company’s discretion according to
TriTech’s roadmap planning process.

There is no guaranteed resolution time for Low
Priority issues.

Special Note #1: Priority 1 –Search Critical Priority issues meeting the previously noted criteria are defined as follows:
a. The 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 system is inoperable due to data loss or corruption caused by TriTech Software c. Field Ops is down and all unit mobile devices are unable to log in or function.

There are no Priority 1 issues for CrimeView Dashboard, FireView Dashboard, CrimeMapping.com, NEARme, or FieldOps.

Special Note #2: Priority 2 Urgent Priority issues meeting the previously noted criteria are defined as follows:
a. The 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 system is unable to generate and render reports
c. Field Ops users are severely impacted due to one of the following conditions:
i. Inability to receive new requests for service from Inform CAD. ii. Inability to view incident information needed to dispatch an incident. iii. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile).
iv. Inability to enter a traffic stop or on-view incident. v. The inability to view premise or caution note information. #11..
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Subscription Service License & Use Agreement Page 17 of 18 TriTech Software Systems © 2018
ADDENDUM 1

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 #11..
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Subscription Service License & Use Agreement Page 18 of 18 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, TriTech may use or disclose PHI as necessary to perform any and all functions, activities, or services for, or on behalf of Customer if such use or disclosure of PHI would not violate applicable laws and regulations relating to the privacy and security of PHI. Except as otherwise limited in the Agreement, TriTech may use PHI for the proper management and administration of TriTech or to carry out the legal responsibilities of TriTech. TriTech may disclose PHI for those purposes required or otherwise permitted under applicable law or regulations. Except as otherwise limited by the Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR § 164.504(e)(2)(i)(B) if TriTech has been otherwise engaged by Customer to perform these services.
#11..
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Criteria Weight CentralSquare Tyler
1 Adherence to Format 2 1.2 1.2
2 Completeness of Proposal 5 3.0 3.0
3 Quality/Depth of References 5 4.0 4.5
4 Post Implementation Support 5 4.1 3.8
5 Financial Stability/Resources 5 3.0 5.0
6 Experience/Expertise of Staff 5 4.5 4.5
7 Product Functionality 15 14.0 12.0
8 References 5 4.5 3.0
9 Integration and Interfaces 10 7.5 6.4
10 Hardware 5 4.6 3.6
11 Cost 10 10.0 9.8
12 Willingness to Negotiate 10 6.0 8.0
13 Implementation and Data Conversion 5 4.5 4.5
14 Project Management 6 5.3 3.8
15 Training 5 4.2 3.1
16 Documentation 2 1.6 1.3
Proposal Score 82.11 77.61
(1) (2)

CRITERIA CENTRAL
SQUARE MARK43 TYLER MAX POSSIBLE

1. DISPATCH BUS FUNC 1,093 968 985 1,105

2. DISPATCH SYS ADMIN 205 171 155 215

3. DISPATCH INTERFACES 585 483 549 630

4. PD RMS BUS FUNC 2,311 1,946 1,934 2,420

5. PD RMS SYS ADMIN 95 138 75 145

6. PD RMS INTERFACES 421 82 346 440

7. MOBILE 270 294 255 310

8. GLOBAL 1,017 1,049 903 1,115

9. AVL 125 101 125 140

10. JAIL MANAGEMENT 1,776 2,063 1,474 2,085

11. APCO UNIFIED CAD 1,560 1,397 1,340 1,580
#11..
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RFP SECTION CENTRAL
SQUARE

TYLER MAX

POSSIBL
E

1. DISPATCH BUS FUNC 1,093 985 1,105

2. DISPATCH SYS ADMIN 205 155 215

3. DISPATCH INTERFACES 585 549 630

4. PD RMS BUS FUNC 2,311 1,934 2,420

5. PD RMS SYS ADMIN 95 75 145

6. PD RMS INTERFACES 421 346 440

7. MOBILE 270 255 310

8. GLOBAL 1,017 903 1,115

9. AVL 125 125 140

10. JAIL MANAGEMENT 1,776 1,474 2,085

11. APCO UNIFIED CAD 1,560 1,340 1,580
Vendor's Total Point Score 9,458 8,141 10,185
Adjusted Score Value 13.93 11.99 15
Adjusted Percentage Value 92.86% 79.93% 100
#11..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

July 9, 2024
Date: June 25, 2024
TO: Mayor and City Council
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – June 2024
CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider approving the recommended Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

Each month, City staff presents a variety of budget adjustments requiring the approval of Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they have been included as an attachment to this report (Exhibit A). As in past reports, adjustments are separated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the authority levels that was approved by Council with the passing of the Fiscal Year 2023-24 Operating Budget via Resolution No. 2023-267.

DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A. #12..
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City Council, July 9, 2024
Monthly Budget Adjustment Report – June 2024

Page 2 of 2 ends

Modesto City CouncilJuly 9, 2024

Modesto City Council
July 9, 2024