Rialto PD - Software Support Agreement (FINAL) Signed 10.09.14.pdf

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

SOFTWARE SUPPORT AGREEMENT

TRITECH SOFTWARE SYSTEMS
City of Rialto Software Support Agreement - Vision and Inform 32014 TriTech Software Systems - Confidential and Proprietary Inpublished - Rights reserved under the copvrights laws of the United State: Page 1 of 21

SOFTWARE SUPPORT AGREEMENT

TABLE OF CONTENTS

1.0 DEFINITIONS

2.0 TERM.. ... 5

3.0 SUPPORT FEE(S)... ..6

4.0 TELEPHONE SUPPORT.. -----

5.0 SOFTWARE ERROR CORRECTION ...7

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. ..12

12.0 FORCE MAJEURE/EXCUSABLE DELAY .... 12

13.0 CONSTRUCTION AND HEADINGS.. ..12

14.0 WAIVER ..12

15.0 ENTIRE AGREEMENT ..13

16.0 APPLICABLE LAW. ..13

17.0 ASSIGNMENT.. .. 13

18.0 NOTICES.. . 13

19.0 GENERAL TERMS.... .. 13
ADDENDUM A ... .. 15
ADDENDUM B 16
City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 2 of 21

SOFTWARE SUPPORT AGREEMENT
Client: City of Rialto
Address: 150 S. Palm Avenue
City, State, Zip: Rialto, CA 92376
Phone, Fax: 909-421-7234 / fax 909-421-7234
Contact Name: Lt. William Wilson
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 Client named above, referred to as "Client".

A WHEREAS, Client is currently a licensed end user of certain TriTech Software under the Software License Agreement (the "License Agreement") entered into between TriTech and Client dated July 28, 1999; and
B. WHEREAS, this Software Support Agreement (this "Agreement") is entered into to provide continued Software Support for Client's currently licensed TriTech Software including additional TriTech Software licenses granted subsequent to the execution date of the License Agreement; and
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 "Business Hour" means TriTech's normal business hours as further defined in Appendix B to this Agreement.

1.2 "Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech or other Software Vendors, including on-line help information and Release Notes issued in connection with Updates.

1.3 "Effective Date" means the last date of signature of this Agreement.

1.4 "Equipment" means the computer system equipment which meets TriTech's minimum recommended specifications.

1.5 "Help Desk" means the TriTech function consisting of receiving calls from Client concerning System problems and assisting Client with resort to the manufacturers of City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 3 of 21 Equipment, Software and other items acquired under the original Software License Agreement under the applicable warranties and/or maintenance support agreements.

1.6 "Server" means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network.

1.7 "Software Error" means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications.

1.8 "Software License Agreement" means the agreement entered into between Client and TriTech for license of the software applications supported under this Agreement. "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech as more fully described in this Agreement.

1.10 "Specifications" means (i) the functional requirements with respect to each Subsystem, including interface specification documents, and the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full.

1.11 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech.

1.12 "Subcontractor Hardware" means the hardware supplied by a Subcontractor as part of its subsystem.

1.13 "Subcontractor Software" means software supplied by a Subcontractor as part of its subsystem.

1.14 "System" means collectively all subsystems that make up the integrated computer system purchased or licensed under the License Agreement between TriTech and Client.

1.15 "System Software" means without limitation, operating system software, DBMS Software, and communications software.

1.16 "TriTech Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech, including on-line help information and Release Notes issued in connection with Updates.

1.17 "Telephone Support" means the service provided by TriTech for access to the TriTech Technical Services Department by telephone, on a twenty-four (24) hour a day, seven (7) day per week basis, or as applicable on a Business Hour basis as further defined in this Agreement.

1.18 "TriTech Software" means the Object Code version of the software licensed to Client under the License Agreement.

1.19 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor.

1.20 "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.

1.21 "User" means the operator of a Workstation that is configured to access and/or utilize the capabilities and features of the System.

1.22 "Vendor" means any supplier of hardware, software or services provided under the License Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software.

1.23 "Workstation" means any computer input station that utilizes the functionality of the System, whether the software resides locally or on a Server.

2.0 TERM

2.1 Client's current annual support term is July 1 through June 30. Software Support for each annual term shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. On or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client.

2.2 Either party may terminate this Agreement upon written notice to the other party in the event that (1) 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) upon ninety (90) days' notice prior to the end of the then current support term.

City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprictary Unpublished - Rights reserved under the copyrights laws of the United States Page 5 of 21

3.0 SUPPORT FEE(S)

3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are based on the TriTech Software licenses currently granted to Client. The Software Support fee for the initial term shall be the amount specified in Addendum A hereto.

3.2 TriTech shall notify Client approximately ninety (90) days 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. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 5%, or the Consumer Price Index for all Urban Consumers ("CPI-U") US City Average for the previous twelve (12) month period, whichever is less. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period.

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.

3.4 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:

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

3.4.1 Payments may be made by check; wire transfer; or ACH. TriTech will provide banking information if Client requests to pay by wire transfer or ACH

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

4.0 TELEPHONE SUPPORT
TriTech will provide Telephone Support as more fully described in Addendum B. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service.

5.0 SOFTWARE ERROR CORRECTION
If, during the term of this Agreement, Client determines that Software Errors) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall immediately notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech's facility but it is reproducible at the Client's site, the Client may request 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, Client shall pay TriTech's travel expenses incident to the on-site visit. If the reported problem is determined to have been caused by Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software, Client shall, in addition, pay TriTech's labor related to the on-site visit at its then current hourly rates for technical support and engineering.

6.0 SOFTWARE UPDATES
From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Software License 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 production version thereof that is offered to Client. If Client does not implement the most current production version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12) months thereafter.

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

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

7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party whether or not permitted hereunder.

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

7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for 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 equipment specifications specified in the TriTech Documentation, or by failure of Client to provide and maintain the site and facility requirements described in the TriTech Document.

7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the 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 (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.

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 then current 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 City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 8 of 21 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 Infech, or covered under the terms of this Agreement. Client's use ot services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk.

7.7 Client is responsible for maintaining the required certifications for access to Client's state CJIS systems), NCIC and/or other local state, federal and/or other applicable systems.

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND

SYSTEM SOFTWARE

8.1 Client is responsible for maintaining the equipment on which the TriTech Software operates. If Client determines that an item of Equipment provided under the License Agreement, if applicable, does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem.

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

8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the License Agreement, if applicable, 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 applicable vendor maintenance terms.

If Client determines that an item of Subcontractor Software or Hardware, or System Software, if applicable, provided under the License 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 City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 9 of 21 Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, Irlech Will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specitic 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.

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 carriers), 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 resolve certain disputes, controversies and claims arising out of this Agreement without litigation. Accordingly, the parties agree to use the tollowing alternative procedure as their sole remedy with respect to any dispute, controversy or claim arising from or relating to this Agreement or its breach. The term "Arbitrable Dispute" means any dispute, controversy or claim arising under or related to this Agreement.

10.2 At the written request of a party, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Arbitrable Dispute by non-lawyer, business representatives. (However, the parties may be assisted by legal counsel in such negotiations.) The discussions shall be left to the discretion of the representatives. Upon their mutual agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in the arbitration described below or in any lawsuit City of Rialto Software Support Agreement - Vision and Inform 92014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 10 of 21 without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted, may be produced in discovery, and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.

10.3 If the negotiations described above do not resolve the Arbitrable Dispute within sixty (60) days of the initial written request, the Arbitrable Dispute shall be submitted to mediation under the Commercial Mediation Rules of the American Arbitration Association (the "Association"). If the Arbitrable Dispute is not completely resolved in such mediation, any remaining issues shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the Association. A party may demand such arbitration in accordance with the procedures set out in those rules. The arbitration hearing shall (unless otherwise agreed by the parties) be held in the county of the principal place of business of the party against whom the demand for arbitration is filed. The arbitrator shall control the scheduling so as to process the matter expeditiously. The arbitrator shall rule on the Arbitrable Dispute by issuing a reasoned decision. In no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages. Notwithstanding anything to the contrary herein, the arbitrator shall have the power, concurrent with a court of competent jurisdiction, to award provisional relief such as a temporary restraining order or a preliminary injunction. The times specified in this Section may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause.

10.4 The mediator and/or arbitrator shall be selected from the national panel of arbitrators of the American Arbitration Association with expertise in computer law and technology. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by United States Mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the party or, if not so represented, to the party at the address set forth herein, or to the party's last-known business address.

10.5 The arbitrator shall have the power at the arbitrator's discretion to appoint a Special Master or consultant for the purpose of analyzing technical issues and preparing a report to the arbitrator of such analysis, and performing such other tasks as the arbitrators) may deem necessary for a fair and proper determination of the issues submitted to arbitration. The costs of the services of such Special Master or consultant shall be shared equally by the parties.

10.6 Each party shall bear its own costs of these procedures. A party seeking discovery permitted by the arbitrator shall reimburse the responding party the reasonable out-of-pocket cost of production of documents (to include search time and reproduction time costs). The parties shall initially equally share the administrative fees of the arbitration and the arbitrator's fees. The prevailing party shall be entitled to reimbursement of its share of said fees actually paid, as well as to an award of reasonable attorney fees.

10.7 THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY

AGREEING TO THIS ARBITRATION PROVISION, THEY ARE GIVING UP THE City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 11 of 21

RIGHT TO TRIAL BY JURY WITH RESPECT TO THIS AGREEMENT AND THEY HEREBY WAIVE SUCH RIGHT.

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

13.0 CONSTRUCTION AND HEADINGS
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
This Agreement and its Addenda or Amendments) 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

16.0 APPLICABLE 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 and not including the United Nations Convention on Contracts for the International Sale of Goods if such convention would otherwise be applicable.

17.0 ASSIGNMENT
TriTech may assign this Agreement entirely in its discretion upon the express written assumption of the obligations hereunder by the assignee.

18.0 NOTICES
All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (i) by regularly scheduled overnight delivery, (il) 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:

City of Rialto TriTech Software Systems
150 S. Palm Avenue 9477 Waples Street, Ste. 100
Rialto, CA 92376 San Diego, Calif. 92121
Attn: Angela Haddad Attn: Christopher D. Maloney,
President and CEO

19.0 GENERAL TERMS

19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 13 of 21

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 of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original.

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, 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 THE PARTIE'S ACCEPTANCE IS EXPRESSLY LIMITED TO THE

TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN

ANY PURCHASE ORDER, CONFIRMATION OR OTHERWRITING SHALL HAVE

ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY.

CITY OF RIALTO TRITECH SOFTWARE SYSTEMS
Ian
Accepied By (signature) Accepied By (Signature)
Blake Clark
Printed Name Printed Name
litEF of PolICE
Chief Financial Officer
Title Title
10/2/19 1 17/2014
Date Date
City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 14 of 21

ADDENDUM A

SUPPORT FEES
The Software Support fee for Client's current annual support term of July 1, 2014 through June 30, 2015 is $94,091.30 based on the TriTech Software licenses currently implemented as of the date of this Agreement. The Software Support fee for additional TriTech Software licenses granted during the current or any subsequent support term will be prorated as applicable to be coterminous with Client's annual support term.

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.

Designated Location:

Rialto Police Department
128 N. Willow Ave.

Rialto, CA 92376
Option:

As further defined in Addendum B hereto, standard Software Support for Inform RMS, Inform FBR, and Inform Jail applications is provided on an 8x5 basis. Support fees for 8x5 support are 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 with the applicable adjustment in support fee. If this option has been chosen, check the applicable boxes below:

Optional Support Upgrade to 24x7
RMS Yes •
FBR Yes X
JAIL Yes L
City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 15 of 21

ADDENDUM B

SOFTWARE ERROR CORRECTION

GUIDELINES AND PROCEDURES
(1) All TriTech Software Errors reported by Client employees shall be resolved as set forth Supervisor oil rese coitich esponse wised upset upon the priority pid by agreed on by TriTech and Client. Client will specify a central contact person at each System installation site and a Client coordinator who will be the focal point for all System activity. (2) I 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. Software Errors may also be reported via email to:

CH. [email protected]
or through TriTech's Support website. Note that Critical Priority Software Errors must be reported via telephone. The written report must be faxed or emailed to TriTech. (3) "Normal Customer Service Hours" are provided 8:00a.m. through 5:00p.m. for all US time zones, Monday through Friday, excluding holidays.
(4) The main support line will be answered by TriTech's Customer Service Department, or TriTech's paging service, depending on the time/day of the call. During Normal Customer Representative on-call for prompt follow-up and resolution. 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 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 or Urgent Priority problem, as described below, locate a Customer Service Representative. (5) After Normal TriTech Customer Service Hours, the main support line 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 or Urgent Priority Problem). (6) During Normal Customer Service Hours, each Software Error report or enhancement request will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original Software Error report. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day.

City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 16 of 21 (7) Client shall provide TriTech with remote access to the Client's network, servers and workstations in order for TriTech to perform software support services via secure Internet access and the latest version of Microsoft's Internet browser software (Internet Explorer). Client shall maintain a license to a TriTech-prescribed remote access support tool. (8) Reported software errors will be responded to and resolved in accordance with the Support Issues Priority and Response Matrix at section 9 below If requested or specified in the response ume 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 Support Issue Priorities and Response Matrix, the Client may call TriTech and request escalation of the issue
(9) Priorities and Support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes econdary to non-covered causes - such as hardware, network, and third party products - are no ncluded in this priority matrix and are outside the scope of this Software Support Agreemen City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 17 of 21 This matrix defines the support issues, response times and resolutions for the Client's licensed VisionCAD, VisionMobile, Inform RMS, Jail, FBR and Interfaces, and IQ (on-premise) Software Applications
Note: Normal Customer Service Hours for VisionCAD, and VisionMobile, Inform Jail, Inform RMS, Inform FBR, and Inform IQ are 8:00am to 5:00 PM for all US time zones on weekdays excluding holidays. After Hours support is offered weekends, nights and holidays.

Software Errors for other than Critical or Urgent Priorities may be reported via the web portal: TriTech.com; or email:

CH [email protected]
Priority Issue Definition Response Time
Priority 1- 24x7Support for live operations on the production Critical Priority system: A system down event which severely impacts the ability of Users to enter and update
records. This is defined as the following:
• VisionCAD, VisionMobile, Inform Jail, ,
RMS, FBR or IQ system down After Normal Customer Service Hours: Thirty Critical servers inoperative, as listed in (30) minute callback after client telephone Special Note #l. contact to 800. 987.0911.

Complete interruption of call taking and/or
dispatch operations Unless operational 24x7 support is selected, Loss of ability for all Inform RMS, FBR, or support for Inform RMS, Inform FBR, and Jail users to log on to system Inform Jail is not managed via after hours support. Inform IQ issues are managed 8x5
This means one or more critical server
omponents are non-functional disablin Priority 1 issues must be called in via 800. isionCAD, VisionMobile, Inform RMS, FBR 987.0911 in order to receive this level of Jail workstations. These Software Errors are response.
defined in Special Note #1, below.

City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 18 of 21 Priority Issue Definition Response Time
Priority 2 - 24x7 Support for live operations on the Normal Customer Serrice Hours: Telephone Urgent Priority production system: A serious Software Error not calls to 800.987.0911 will be answered and managed by the first available representative bu
not longer than 5 minutes after the initial phone
consistent and reproducible.

After Normal Customer Service Hours: One (1)
This is defined as the following: hour callback after client telephone contact to • Loss of ability for a User to dispatch 800. 987.0911. emergency units;
• Loss of ability for Inform RMS users to Unless operational 24x7 support is selected enter Case (Incident, Arrest, and support for Inform RMS, Inform FBR and Custody) records into the system; Inform Jail is not managed via after hours • Loss of ability for Inform Jail users to support. Inform IQ issues are managed 8x5.

Book or Release Inmates;
• Loss of ability to transfer Inform FBR Priority 2 issues must be called in via 800. reports; 987.0911 in order to receive this level of
• Loss of critical data. response.

A significant number of VisionCAD,
VisionMobile, Inform RMS, FBR or Jail
does not apply to a minimal se
or Jail workstations). These Software Errors are
defined in more detail in Special Note #2, below.

Priority 3 -
High Priority Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone Software Error related to a user function which calls to 800. 987.0911 by the first available does not negatively impact the User from representative. performing a common call taking or dispatching
function, RMS, FBR or Jail. Such errors will be Priority 3 (High Priority) issues are not managed consistent and reproducible. after Normal Customer Service Hours. : Loss of Non-Critical Data;
NIBRS State Reporting Issues that
•
inaccurate data.

A significant number of VisionCAD,
Priority 4- Normal Customer Service Hours: Telephone
Medium Priority calls to 800.987.0911 will be answered and managed by the first available representative
Priority 4 (Medium Priority) issues are not
managed after Normal Customer Service Hours.

City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 19 of 21 Priority Issue Detinition Response Time
Priority 5- Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone Low Priority Cosmetic or Documentation errors, including calls to 800.987.0911 will be answered and Client technical questions or usability questions
ma long by an inves able tentative but
Priority 5 (Low Priority) issues are not managed
after Normal Customer Service Hours.

Priority Resolution Process Resolution Time
Priority 1 - TriTech will work continuously (including after Critical Priority lours) to provide the Client with a solution tha llows the Client to resume live operations on the
system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 24 hours after notification.

Priority 2 - riTech will provide a procedural or configuratio TriTech will work continuously (including after Urgent Priority orkaround or a code correction that allows th hours to provide the Client with a solution that Client to resume normal operations on the 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 36 hours after notification.

Priority 3- riTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority orkaround that allows the Client to resolve th resolution which may include a workaround or problem. 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 - If TriTech determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priority error requires a code correction, such resolution which may include a workaround or issues will be addressed in a subsequent release code correction in a future release of the software. when applicable. Priority 4 issues have no guaranteed resolution time.

Some problems of a minor nature may be
development document and the support ticket will
be closed.

Priority 5 - Lov: Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues.

TriTech's roadmap planning process.

Some problems of a minor nature may be
designated for repair during a future technology
be closed.

City of Rialto Software Support Agreement - Vision and Inform ©2014 TriTech Software Systems - Confidential and Proprietary Unpublished - Rights reserved under the copyrights laws of the United States Page 20 of 21 Special Note #l: Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows:

A. TriTech VisionCAD:
a. The VisionCAD System is down and all workstations will not launch or function. b. The VisionCAD 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 none of the available methods).

B. TriTech VisionMobile:
a. The VisionMobile System is down and all unit mobile devices will not login or function. h. The VisionMobile System is inoperable due to data corruption caused by TriTech Software.

C. TriTech /Mobile Interfaces:

A NCIC State Message Server (records check) interface is down (see Special Note #1 section l. d).

D. TriTech Inform RMS System:
a. Inform RMS Server is down and unavailable for queries. b. Inform RMS is inoperable due to data corruption caused by TriTech Software.

E. TriTech Inform Jail:
a. The Jail System Server is down and unavailable for queries and/or inmate booking and/or release. b. The Jail System is inoperable due to data corruption caused by TriTech Software.

F. TriTech Inform FBR System:

The Inform FBR Server is down and unavailable to process reports.

The Inform FBR Server is inoperable due to data corruption caused by TriTech Software.

G. TriTech Inform IQ
a. There are no Critical Priority (Priority 1) issues for this product.

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

A. TriTech VisionCAD:

VisionCAD users are severely impacted due to one of the following conditions:

Unable to enter new requests for service.
ii. Unable to assign a unit to an incident-
iii. Unable to change a unit's status.
iv. Unable to close an incident.
v. to view incident information needed to dispatch an incident (using all available methods). b. An ANI/ALI interface repeatedly fails to process information into an incident.

B. TriTech VisionMobile:
à. Mobile users are severely impacted due to one of the following conditions:
i. Unable to receive new requests for service from VisionCAD. ii, Unable to view incident information needed to dispatch an incident. ili. Law enforcement users are unable to send or receive justice queries (using all available methods).

C. TriTech Inform RMS, FBR, and Jail:
a. Inform RMS - Inability to create and save reports
b. Inform FBR - Inability to enter and transfer reports into Inform RMS Inability to create UCR/NIBRS State Reports
Inform Jail - inability to book or release an inmate
D. TriTech Inform IQ:
a. There are no Urgent Priority (Priority 2) issues for this product.

Additional Information:

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 TriTech Inform RMS Licensed Software as necessary to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs.

B. Modifications to installed TriTech CAD/Mobile Licensed Software that operates with State and National Criminal Justice Information Systems (State CJIS/NCIC) systems to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs.

Rialto City CouncilJuly 12, 2022

Rialto City Council
July 12, 2022