Item 07 2025-00542 Agreement Suspend Competitive Bidding for the Purchase of Versaterm Public Safety Inc., Software [Published for 10-Day Review 02.21.2025]

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-00542 3/4/2025 Consent Item 7.

Agreement: Suspend Competitive Bidding for the Purchase of Versaterm Public Safety Inc., Software [Published for 10-Day Review 02/21/2025]
File ID: 2025-00542
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager, or the City Manger’s designee, to:
1) suspend competitive bidding for the software products from Versaterm Public Safety Inc. (Versaterm), in the best interest of the City; and 2) execute an agreement with Versaterm to a) continue maintenance and support services for SPIDR Tech and the CI Technology suite of products, and b) to purchase the SPIDR Tech Community Module and the Case Services Reporting online report submission platform. The total not-to-exceed amount is $1,838,127.18 for a term of up to 5 years, expiring on July 31, 2029.

Contact: Ethan Hanson, Police Captain, Office of Investigation, (916) 808-0714, [email protected], Police Department
Presenter: None
Attachments:
1- Description/Analysis
2- Agreement
Description/Analysis
Issue Detail: Versaterm has acquired software solutions that have been used by the Sacramento Police Department (“SPD”) and introduced a new Community Engagement (CE) module as well as a Case Services Reporting (CSR) platform. An agreement is necessary to continue the use of these solutions and deploy the CE module and CSR platform, each of which are described below.

1. Since 2021, SPD has used the SPIDR Tech software to send messages to community members, providing updates on the status of certain calls for service and police reports submitted to SPD’s Investigations Division. Versaterm acquired SpidrTech in 2021. It includes a survey opportunity to community members after a call for service has been completed.

Feedback from these surveys allows SPD to better serve the community by providing timely

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File ID: 2025-00542 3/4/2025 Consent Item 7.
feedback of the Department’s services.

2. The Versaterm Community Engagement (CE) module: This module enhances the Versaterm SPIDR Tech solution already used by SPD. Its purpose is to help improve public safety service and strengthen community engagement. The CE module enables the SPD to create and deploy fully customized messaging campaigns that reach community members who have opted into the feature. CE also helps manage subscriber lists while adding capabilities to send additional mass text notifications and feedback surveys.

3. For nearly 20 years, SPD has used CI Technologies Inc. software products for professional accountability, vehicle pursuit and use of force tracking, employee appraisals and evaluations, and early intervention. Versaterm acquired CI Technologies, Inc. in 2023. Included are the following software products:
a. IAPro is used to manage internal personnel investigations and produce legislatively mandated complaint data.
b. Blue Team allows first-line supervisors to enter vehicle pursuit and Use of Force information for manager review.
c. MakeNote stores employee appraisals, performance evaluations, and other employee data.
d. EIPro enables supervisors and managers with the ability to monitor and analyze the frequency of risky behavior of subordinates.

4. Versaterm’s Case Service Reporting (CSR) online reporting program: CSR will integrate more efficiently with SPD’s current Records Management System (RMS) since both products are provided by the same vendor. The service is available 24/7 to provide immediate access when it is convenient for the community member and translation capabilities via Microsoft Azure to ensure reports can be submitted by those who do not speak English. Reports can be submitted via the CSR by mobile app, tablet, and computer. CSR uses conversational chatbot technology to provide a simple conversational interaction which ensures the report meets SPD’s reporting requirements and to ensure proper categorization of the report. The technology ensures that the initial report meets state and federal crime reporting standards based on the California Incident Based Reporting System (CIBRS) and National Incident Based Reporting System (NIBRS) requirements. The report is routed to the RMS queue for review by a supervisor to determine appropriate follow-up actions and/or investigations.

Lastly, CSR provides automatic follow-up with the reporting person to remind them of a partial or expiring report that they have not fully submitted, while also confirming when a report has been completed by them, and again when approved by SPD personnel once a case has been

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File ID: 2025-00542 3/4/2025 Consent Item 7.
reviewed and assigned a report number.

Approval of this contract will allow the SPD to continue using the current Versaterm products alongside its Case Service online reporting system. Together, these software solutions allow SPD to continue to serve the community through the SPIDR Tech platform, maintain accountability using the CI Technology products, and launch a newer online reporting tool in order to ensure those who need to file a police report have additional options to achieve a better experience. All of these systems will help fill a critical role for enhancing officer efficiency and public safety for numerous aspects of police operations. Without these products and the convenience they offer, the SPD would have to source these products individually and invest heavily in custom integration solutions to achieve the same goals.

Policy Considerations: The recommendations in this report are consistent with Administrative Policy - 4101, Procurement of Professional Services, and Title 3 of the Sacramento City Code. The Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to council action. This item was published for 10-day review on February 21, 2025, in compliance with the City Code.

Economic Impacts: Not applicable.

Environmental Considerations: California Environmental Quality Act (CEQA): This action concerns administrative and professional activities that will not have a significant impact on the environment, and therefore, does not constitute a “project” as defined by the CEQA Guidelines, per Sections 15061 (b)(3) and 15378(b)(2).

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: SPD evaluated comparable products from another top vendor.

Those evaluations included discussions and/or demonstrations to see the functionality of their similar products. During those evaluations, it was determined that some of the products lacked key tools or functionality that are available through Versaterm. Additionally, those products would require integration to existing systems, which would not only be time consuming but potentially costly to use a brand new vendor.

Staff recommends this agreement because of all users have been trained and all existing internal systems. Purchasing and implementing new products to accomplish similar tasks would be delayed and potentially more expensive due to the extensive amount of software integration, training and

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File ID: 2025-00542 3/4/2025 Consent Item 7.
implementation.

By maintaining continuous engagement, delivering key updates, and gathering valuable community input, the SPD can further strengthen public trust, enhance transparency, and improve the effectiveness of public safety efforts.

Financial Considerations: Existing General Fund resources will be used to pay for the annual support and maintenance.

Local Business Enterprise (LBE): Versaterm is not an LBE. The minimum LBE participation requirement is waived as the City has suspended competitive bidding and utilized an alternate procurement method to select a vendor.

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MASTER SOFTWARE AND SERVICES AGREEMENT
This Master Software and Services Agreement ("MSA" or "Agreement") is made effective as of August 1st, 2024 (the "Effective Date"):

BETWEEN:

City of Sacramento a municipal corporation organized and existing in the State of California, for the use by the Sacramento Police Department, (hereafter referred to as "CUSTOMER". -and-
Versaterm Public Safety US, Inc., a corporation incorporated under the laws of the State of Delaware (hereafter referred to as "Versaterm")
Background
A. Versaterm (including its affiliates) develops, and licenses proprietary software related to public safety agencies.

Versaterm will provide to Customer, license and associated service, as further identified in Service Schedules 1, 2, and 3, to permit CUSTOMER to use such software and related materials, which shall be governed by the terms and conditions of this MSA.NOW THEREFORE in consideration of the covenants contained in this MSA, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Partial agree as follows:

1. Definitions.

For the purposes of this MSA, each Service Schedule and each Statement of Work, these terms will have the following meanings:

1.1 "Authorized User" means an employee, consultant, or contractor of CUSTOMER authorized by CUSTOMER to access and use the Services on CUSTOMER's behalf.

1.2 "Confidential Information" means this Agreement, any Service Schedule, the Software, CUSTOMER Data and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, technology, products, sales information, trade services, know-how CUSTOMER or supplier information, including information provided by such CUSTOMERs or suppliers, or any other information already furnished or to be furnished or made available by one Party to the other, whether in oral, written, graphic or electronic form including any such information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential CUSTOMERs and other Intellectual January 2024-v310124 Page 1 of22
Property Rights of such Party, provided, however, that Confidential Information shall not include any data or information: (i) that, at the time of disclosure, is in or, after disclosure, becomes part of the public domain, through no act or failure on the part of the receiving Party, whether through breach of this Agreement or otherwise; (ii) that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records l<ept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party; (iii) independently, custom developed by the receiving Party, by Persons having no direct or indirect access to the disclosing Party's Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development; (iv) which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of the such information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) on a non-confidential basis; or (v) is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent.

1.3 "CUSTOMER Data" means collectively any data, files, documentation, or other information: (i) that CUSTOMER or any of its Authorized Users may upload to Versaterm Platform when using the Services; and (ii) processed through the use of the Services, excluding Third-Party Data and anyVersaterm Data.

1.4 "Customizations" means all CUSTOMER-requested modifications made to the Software or User Documentation by or for Versaterm in accordance with the terms of a Service Schedule or Worl< Order, which shall be at CUSTOMER'S expense.

1.5 "Enhancements" means any changes or additions to the Software, that improve functions, add new functions, improve peliormance, or corrects errors by changes in system design or coding, including but not limited to changes or additions that are made to the Software to provide substantial additional value or utility.

1.6 "Fees" means the Subscription Fees, the License Fees, the Maintenance and Support Fees, the Customization Fees and all other fees and charges charged by Versaterm under this MSA, any Service Schedule, any SOW, or any other attachment.

1.7 "Go-Live Date" means the date on which the Software is available for production use, as may be further defined in a Service Schedule or SOW.

1.8 "including" means "including without limitation" and is not to be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.

1.9 "Intellectual Property" means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source code), tools, products knowledge, know-how, including without limitation, trade secrets, and other materials or things.

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1.1 0 "Intellectual Property Rights" means: (a) any and all proprietary rights anywhere in the world provided under: (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principal applicable to this Agreement which may provide a right in either: (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

1.11 "License Fees" means the fees charged by Versaterm in respect of the provision of Software to CUSTOMER on an on-premises basis, as further identified in a Service Schedule.

1.12 "Licensed Materials" means collectively the Versaterm Platform, Software, and the User Documentation.

1.13 "Maintenance and Support Fees" means the fees charged by Versaterm in respect of maintenance and support services as further identified in a Service Schedule.

1.14 "Network Aggregator Provider" means a third-party service provider that offers connectivity services to securely link separate networks.

1.15 "Open-Source Software Components" means software programs, libraries, or distributable (commonly known as "public", "open-source" or "free" software) made publicly available by the copyright holders.

1.16 "Party" means either CUSTOMER orVersaterm and "Parties" means both.

1.17 "Person" means any individual, company, corporation, partnership, government or government agency, authority or entity howsoever designated or constituted.

1.18 "Point of Access" means Versaterm's, or its subcontractor's, border router, which is used to establish connectivity from the Versaterm Platform to Versaterm's, or its subcontractor's, internet provider, orthe public internet.

1.19 "Professional Services" all professional services purchased by CUSTOMER in respect of the Subscription Services or use of Software (if installed on CUSTOMER's premises), including implementation services, data migration, specialized support, training services and any other services as further described in a Service Schedule or Statement of Work.

1.20 "Service Schedule" means the applicable written document, signed by CUSTOMER and Versaterm, which incorporates by reference the terms and conditions of this MSA, the terrns and conditions of Subscription Service or the terms and conditions regarding use of the Software, any attached SOW, and any other relevant terms and conditions with respect to Customizations, Professional Services, Implementation or the provision of other technical services.

1.21 "Software" means the computer programs owned by Versaterm and which are licensed to CUSTOMER under a Service Schedule, including: (a) all maintenance modifications (updates and upgrades); (b) Enhancements; (c) Customizations, now developed or to be developed by or for Versaterm during the Terrn; and (d) all formulas, routines, subroutines, algorithms, concepts, techniques, know-how and January 2024-v310124 Page 3 of 22
ideas implemented or embodied in any of the foregoing, in any form. For the avoidance of doubt, Software excludes Third-Party Components.

1.22 "Statement of Work or SOW" means the applicable written document, signed by CUSTOMER and Versaterm or incorporated as part of Service Schedule, under which Versaterm may provide CUSTOMER additional Professional Services related to the Software, including training, specialized support and data migration, which shall be attached to the applicable Service Schedule.

1.23 "Subscription Fee" means the fees charged by Versaterm in respect of the Subscription Service as further identified in a Service Schedule.

1.24 "Subscription Service" means any combination of the following: (i) limited access and use rights to the Versaterm Platform on a hosted basis, (ii) hosting services, (iii) support services, and (iv) any other similar generally applicable services that Versaterm provides to its CUSTOMERS in accordance with the User Documentation.

For the avoidance of doubt, Subscription Services do not include Professional Services.

1.25 "Subscription Term" means, with respect to any use of Software or access to Subscription Service, the subscription period specified on the applicable Service Schedule or, if no explicit period is indicated in the applicable Service Schedule, a period of one (1) year starting from the 1st of the month following the Effective Date; together with, all renewals thereof effected in accordance with the terms of this Agreement.

1.26 "Term" means the term set out in Section 3, paragraph (a).

1.27 "Third-Party Data" means any data owned by a third party that the CUSTOMER accesses via the Software.

1.28 "Third-Party Component" means any components of the Subscription Services provided by third parties, including Open-Source Software Components and third party proprietary software or services (e.g. Amazon Web Services (AWS)).

1.29 "Third-Party Supplier" means any party who provides products and/or services, including Open-Source Software and Third-Party Components that contribute to the overall Software provided to the CUSTOMER by Versaterm.

1.30 • "User Documentation" means the user manuals, guides, and specifications with respect to the operation, use, functions, and performance of the Software, as revised from time to time, and any additional documentation for Customizations produced byVersaterm, in written or online electronic form.

1.31 "Versaterm Platform" means the Software, Versaterm Server and such devices and peripherals physically located with the Versaterm Server, including all computer hardware, software, network elements, and electrical and telecommunications infrastructure located behind the Point of Access.

1.32 "Versaterm Server" means that computer server located at Versaterm's premises, or a third-party provider of hosting and/or network services, that houses the Software.

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2. Scope of Agreement
(a) Ve rs ate rm and Customer, as parties to two certain Professional Services Agreements designated as Contract Numbers 2021-0271 and 2022-1593, including any and all prior supplemental contracts modifying the contracts, wish to terminate those contracts, on the effective date of July 31st, 2024. The parties further agree that CUSTOMER owes no outstanding amount to Versaterm, under either contract, as of the effective date of this Agreement.
(b) Versaterm and Customer agree that this Agreement has no effect as to that certain Professional Services Agreement designated as Contract Number 2022-0671, and that agreement remains unchanged and in full effect.
(c) It is the intention of Versaterm and CUSTOMER that, where Software and services are to be provided by Versaterm under this MSA, particular details and terms specified in Service Schedules 1, 2, and 3. lfthere is a conflict between a Service Schedule and this MSA, the Service Schedule will prevail over the conflicting provisions of this MSA to the extent of the inconsistency but only for the purposes of that Service Schedule. Except for such conflicts, the provisions of this MSA will not be deemed to be amended, cancelled, waived, or released by the execution of a Service Schedule. (d) The total of all sums paid to Versaterm, for under any and all Service Schedules, including any authorized reimbursable expenses, shall not exceed the total sum of$ $1,838,127.18 unless Customer approves a supplemental agreement. (e) Each Service Schedule shall contain the following minimum information, to the extent the same is applicable:
i. the express incorporation of this MSA by reference;
ii. a list and description of the applicable Software;
iii. Subscription Term;
iv. Customizations and custom application programming interfaces ("APls") if any, to the Software and the terms and conditions upon which same will be provided; v. the Fees, including onboarding fees, escrow agreement fees and implementation fees, as applicable;
vi. the License Fee or Subscription Fee for the Software; vii. the Maintenance and Support Fee;
viii. the site(s) at which the Software are permitted to be installed if Software is installed on CUSTOMER's premises;
ix. the project schedule (which may include project implementation dates, installation dates, training session dates) for the Software;
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x. training, if applicable;
xi. any other terms relating to the maintenance, enhancement or support of the Software; and
xii. any special terms and conditions agreed upon by Versaterm and CUSTOMER.

3. Effective Dates.
(a) This MSA shall have an initial term of five (5) years beginning August 1st, 2024 through July 31 st, 2029(the "Initial Term"), unless earlier terminated in accordance with the provisions under Section 19, and shall automatically renew for consecutive additional one (1) year terms (each a "Renewal Term"), unless either Party provides a written termination notice to the other Party at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and Renewal Terms, if any, are collectively referred to herein as the "Term".

Notwithstanding any termination or expiration of this MSA, the MSA shall continue to be in effect until the termination or expiration of the last effective Service Schedule. (b) Each Service Schedule will be effective from the date set out in such Service Schedule and for the Subscription Term specified in that Service Schedule. (c) Each Service Schedule shall expire upon the end date of the Subscription Term identified in each Service Schedule.

4. License
(a) CUSTOMER shall have the right to access and use or install and use the Licensed Materials solely as expressly granted or otherwise set forth in this MSA and the applicable Service Schedule.
(b) CUSTOMER shall not:
(i) use, reproduce, display, perform or otherwise exploit the Software except as expressly authorized in this MSA or in a Service Schedule; (ii) copy any of the Software or User Documentation except as reasonably necessary to use the Software for its internal use as authorized herein or in a Service Schedule, and in all cases subject to the confidentiality provisions hereof, and provided that all copyright notices and any other proprietary notices are included; (iii) assign this MSA or transfer, lease, export or grant a sublicence of the Software or the license contained in this MSA to any Person except as expressly authorized herein or in a Service Schedule;
(iv) decompile, disassemble, reverse engineer, or otherwise access or attempt to gain access to the Software's source code;
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(v) give any Person other than its employees, consultants, contractors and/or clients of CUSTOMER or other individuals listed pursuant to a Service Schedule access to the Software or;
(vi) rent or lend, with or without charge, any system which includes the Software to any Person including clients and CUSTOMERs;
(vii)operate at any time on a regular or irregular basis an online or offline CUSTOMER service bureau involving the Software;
(viii) permit (and CUSTOMER shall take all necessary precautions to prevent) third parties (including, any parties affiliated or related to CUSTOMER) to use the Software in any way that would constitute a breach of this MSA or any Service Schedule; (ix) use any AP ls, other than the APls expressly authorized for use by Versaterm, with the Software or use any authorized APls in a manner that is not permitted or published by Versaterm;
(x) remove or modify any proprietary marking or restrictive legends placed on the Licensed Materials;
(xi) use any device, software, or routine to interfere with the proper working of the Software or to bypass any security features of the Software; or (xii) introduce into the Versaterm Platform any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature,
(c) CUSTOMER shall be solely and exclusively responsible for the superv1s1on, management, and control of CUSTOMER's and each of its Authorized User's use of the Licensed Materials and shall require each Authorized User to maintain all passwords and other access credentials with respect thereto.

5. Customer's Obligations
(a) Where the Software will require access and use of the Versaterm Platform, Versaterm shall operate and maintain the Versaterm Platform in accordance with the applicable Service Schedule. Access to the Versaterm Platform may be through a secure connection with the public internet or using a Network Aggregator Provider.

CUSTOMER acknowledges and agrees that Versaterm is not responsible or liable for any communication over the public internet, or for the Network Aggregator Provider's network or its operation or the Networl< Aggregator Provider's network's failure to deliver communication to and from the Versaterm Platform on a timely basis. (b) CSBP shall be fully responsible for the acts and omissions of all Persons that are authorized or otherwise allowed, by CUSTOMER, to use or have access to the Software and User Documentation.

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(c) CSBP agrees to co-operate with and advise Versaterm of all information which would be reasonably required to permit Versaterm to deliver and, if applicable, install the Software. CUSTOMER shall respond promptly to any Versaterm request to provide information, approvals, authorizations or decisions that are reasonably necessary for Versaterm to provide the Software.
(d) Subject to the terms and conditions of this MSA, each Service Schedule, and if applicable, each SOW, CUSTOMER shall provide Versaterm with all reasonable access, which may include remote access, to CUSTOMER's systems and premises for the purpose of Versaterm performing its obligations pursuant to this MSA, and the failure of CUSTOMER to provide such access shall relieve Versaterm of its obligation to perform such obligations.
(e) CUSTOMER shall notify Versaterm immediately of any actual or suspected unauthorized use of its passwords or API keys for the Versaterm Platform.

6. Ownership
(a) CUSTOMER acknowledges and agrees that all rights, title and interests in and to the Licensed Materials, including all Intellectual Property embodied therein, are and shall at all times remain the exclusive property of Versaterm and that, except as expressly set forth herein, no rights, title or interests, including any license, is granted to CUSTOMER hereunder by implication, estoppel, or otherwise of any kind whatsoever in or to the Licensed Materials or any portion thereof, except, in each case, for the rights and licenses expressly granted to CUSTOMER herein,. CUSTOMER further acknowledges and agrees that all Third-Party Components are and shall at all times remain the property of the applicable Third-Party Suppliers. • (b) CUSTOMER shall not remove any Versaterm trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service.
(c) If CUSTOMER provides any feedback, comments, suggestions, ideas, descriptions of processes, or other information to Versaterm about or in connection with any Licensed Materials, including any ideas, concepts, know-how or techniques contained therein (collectively, "Feedback"), then CUSTOMER hereby grants Versaterm and its affiliates a worldwide, fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to CUSTOMER or any restriction or obligation on account of Intellectual Property Rights or otherwise. Without limiting the generality of the foregoing, nothing in this MSA limits Versaterm's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7. CUSTOMER Data and Hosting Provider
(a) CUSTOMER hereby grants to Versaterm a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, display, transmit and distribute the January 2024-v310124 Page 8 of22
CUSTOMER Data solely in connection with providing the Licensed Materials to CUSTOMER, and improving and developing the Licensed Materials. In addition, Versaterm may analyze CUSTOMER Data, and data of other CUSTOMERs, to create aggregated or anonymized statistics or data that do not identify CUSTOMER or any individual, and Versaterm may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in the Agreement, CUSTOMER shall be solely responsible for providing, updating, uploading and maintaining all CUSTOMER Data.
(b) CUSTOMER acknowledges and agrees that Versaterm: (i) will not be responsible for the accuracy, completeness or adequacy of any CUSTOMER Data or the results generated from any CUSTOMER Data uploaded to the Versaterm Platform and processed by the Software; (ii) has no control over any CUSTOMER Data or the results therefrom; (iii) does not purport to monitor CUSTOMER Data; and (iv) if Software is installed on CUSTOMER premises, shall not be responsible to back up or maintain any bacl< up of the CUSTOMER Data or any portion thereof.
(c) Versaterm may change its third-party hosting provider ("Hosting Provider") at anytime.

CUSTOMER's use of the Licensed Materials is subject to any applicable restrictions imposed by the Hosting Provider. Notwithstanding any other provision of this MSA, Versaterm shall not be liable for any problems, failures, defects or errors with the Licensed Materials to the extent caused by the Hosting Provider. CUSTOMER acknowledges that the Fees payable for the Licensed Materials reflect the fact that Versaterm is not responsible for the acts and omissions of the Hosting Provider.

8. Fees and Payment Terms
(a) All Fees applicable to a Service Schedule will be specified therein. All amounts invoiced and due in accordance with the payment terms of the applicable Service Schedule shall be paid by CUSTOMER within thirty (30) days of the date of an invoice for such amounts.
(b) Any additional services, such as Professional Services or Customizations, requested by CUSTOMER shall be subject to additional Fees, unless otherwise agreed to in writing bythe Parties.
(c) All invoices under a Service Schedule will be in writing, reasonably substantiate the charges set out therein and will be emailed by Versaterm to CUSTOMER at email address specified in the applicable Service Schedule or may be submitted through an alternative electronic platform as agreed to between the Parties (i.e.: CUSTOMER's portal) as identified in the applicable Service Schedule. (d) Where CUSTOMER fails to pay any amount in accordance with paragraph (a) above, Versaterm shall have the right, in addition to any other remedies, to charge, and CUSTOMER shall pay, interest on such overdue amounts at the rate of one and a half per cent (1.5%) per month (18% per annum), or, if less, the maximum rate of interest allowed by law.

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I
(e) In all cases, all undisputed amounts due under this Agreement will be paid by CUSTOMER in full without any withholding, set-off, counterclaim or deduction. (f) If, acting in good faith, CUSTOMER disputes any item within an invoice, it shall raise such dispute by written notice to Versaterm prior to the date that payment on such invoice is due, and the Parties shall negotiate in good faith to attempt to resolve the dispute promptly. If the dispute is not resolved within thirty (30) days of the said notice being given, the dispute shall be resolved in accordance with Section 33. Any amounts not disputed in accordance with this section shall be deemed accepted and must be paid by CUSTOMER in accordance with paragraph (a).
(g) Versaterm reserves the right to increase the fees on an annual basis, as identified in a Service Schedule, by no more than three percent (3%). Notwithstanding the foregoing, Versaterm may increase fees beyond the cap of 3% for Third-Party Components. (h) Notwithstanding the fact that the number of licenses may increase for the Subscription Services, Versaterm agrees that the Subscription Fees identified in Service Schedules 1, 2 and 3 to be paid by the Customer shall not be increased for the duration of the Term unless agreed to by both Parties in writing by signing an amendment or change order.

9. Taxes.

In addition to all charges under a Service Schedule, CUSTOMER shall pay to Versaterm all taxes, duties, and other such assessments or charges which may be assessed, levied, or imposed with respect to any Software, services or products provided under a Service Schedule, except taxes based on Versaterm's income and capital. The foregoing provision includes sales, use, service, excise and personal property taxes, whether collected or withheld by Versaterm or otherwise assessed, and any penalty and interest payments related to the foregoing (which penalty and interest payments are not due to any fault on the part of Versaterm) but does not include taxes for which CUSTOMER is exempt by law and for which CUSTOMER has provided to Versaterm a bona fide tax exemption certificate prior to such tax becoming due.

10. Confidentiality
(a) Each Party acknowledges that all Confidential Information consists of confidential and proprietary information. Except as required by law, each Party shall hold Confidential Information of the other Party in trust and confidence for and on behalf of such other Party, and shall take commercially reasonable measures to maintain the confidentiality of the Confidential Information, which measures shall in any event be no less than what such Party would implement to protect its own Confidential Information of a similar nature or value. Each Party agrees not to make use of Confidential Information other than to the extent necessary for the exercise of rights or the performance of obligations under this MSA or any Service Schedule, and not to release, disclose, communicate or otherwise make it available to any third-party other than officers, directors, employees, consultants and contractors of Versaterm or January 2024-v310124 Page 10 of22
CUSTOMER, as applicable, who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this MSA or any Service Schedule.
(b) Each Party agrees that any breach of this Section 10 ("Confidentiality") may give rise to irreparable damage to the other Party, the injury to the other Party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for such breach. Each Party agrees that the other Party will be entitled, in addition to all other remedies that the other Party may have under this MSA, at law or in equity, and without showing or proving any actual damage sustained by it, to a permanent or temporary injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this Section 1 O. (c) Upon the termination or expiration of each Service Schedule, each Party will return to the other Party all Confidential Information with respect to such Service Schedule which is then in its possession or control. Upon the termination of this MSA, each Party will return to the other Party all Confidential Information of such other Party which is then in its possession or control.
(d) Notwithstanding the above, Versaterm reserves the right to retain CUSTOMER Data on audit logs and server system logs and in support tickets, support requests, and direct communications with Versaterm, saved as part of routine back-ups or as otherwise may be required by law.

11. Representations and Warranties of Versaterm.

Versaterm represents and warrants as follows:
(a) Versaterm has the power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Versaterm have been duly authorized by Versaterm. This MSA has been duly executed and delivered by Ve rs ate rm and is a valid and binding obligation of Versaterm, enforceable in accordance with its terms; (b) neither the entering into of this MSA, nor the performance by Versaterm of any of its obligations under this MSA will contravene, breach, or result in any default under any organizational documents of Versaterm or under any agreement to which Versaterm is a party or by which Versaterm is otherwise bound; and
(c) Versaterm will use commercially reasonable efforts to ensure that all Software delivered to CUSTOMER is, at the time of shipment, free of any known computer software viruses.

12. Representations and Warranties of CUSTOMER. CUSTOMER represents, warrants, and covenants, as follows:

January 2024-v310124 Page 11 of22
(a) CUSTOMER has the corporate power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by CUSTOMER have been duly authorized by CUSTOMER. This MSA has been duly executed and delivered by the CUSTOMER and is a valid and binding obligation of the CUSTOMER, enforceable in accordance with its terms; and
(b) neither the entering into of this MSA, nor the performance by CUSTOMER of any of its obligations under this MSA will contravene, breach, or result in a default under the articles, by-laws, constating documents or other organizational documents of CUSTOMER or under an agreement to which the CUSTOMER is a party or by which CUSTOMER is otherwise bound.

13. Versaterm's Indemnity
(a) Versaterm will defend at its own expense any claim, proceeding or suit (for purposes of this Section 13, a "Claim") brought against CUSTOMER to the extent such Claim alleges that any Licensed Materials provided under a Service Schedule infringes a proprietary right of a third-party which is enforceable within Canada or the United States, and will indemnify and pay all damages finally awarded against CUSTOMER by courts of competent jurisdiction on account of such infringement together with all reasonable costs and expenses (including reasonable legal fees as determined by courts of competent jurisdiction) incurred by CUSTOMER as a direct result of such Claim, provided Versaterm is given: (i) prompt written notice, however, no later than ten (10) days, of the Claim; (ii) all reasonable information and assistance which it, may require to defend the Claim; (iii) sole control of the defense of the Claim, and all negotiations for its settlement or compromise; and provided further: (iv) that the alleged infringement does not result from any alterations, modifications or enhancements to the Software or Documentation made by CUSTOMER or on its behalf by a third-party, or the use or operation of the Licensed Materials in combination with other software, products, data, apparatus or equipment not provided by Versaterm. (b) Notwithstanding anything to the contrary in this MSA or any Service Schedule, Versaterm shall not be responsible for any cost, expense or compromise incurred or made by CUSTOMER in respect of a Claim without Versaterm's express prior written consent.
(c) If any Claim has occurred, or in Versaterm's opinion is likely to occur, Versaterm may, at its option and expense:
(i) procure for CUSTOMER the right to continue using the applicable Licensed Materials;
(ii) replace or modify the same so that it becomes non-infringing without loss of material functionality; or
January 2024 - v3 l O 124 Page 12 of22
(iii) if none of the foregoing alternatives is reasonably available, or available on commercially reasonable terms, at Versaterm's discretion, discontinue the Service and use of the Software and refund to CUSTOMER any pre-paid and unused portion of the Fees paid by CUSTOMER in respect of use of the Software for the remainder of the then-current portion of the Term. (d) Notwithstanding the above Versaterm shall have no obligation for any Claim based upon Third-Party Components, which are warranted solely by the individual Third-Party Supplier.
(e) This Section 13 states the entire obligations of Versaterm with respect to any infringement of any Intellectual Property Rights of any third party.

14. CUSTOMER's Indemnity
CUSTOMER shall defend at its own expense any Claim brought against Versaterm, its affiliates or any of their respective directors, officers, employees, consultants, contractors or agents (each, a "Versaterm lndemnitee"), to the extent such Claim: (i) alleges, directly or indirectly, that any CUSTOMER Data infringes any Canadian or U.S. Intellectual Property Right of a thlrd person; or (ii) is in relation to CUSTOMER'S use of the Software, including contrary to applicable law, except however to the extent Versaterm is obligated to indemnify CUSTOMER pursuant to Section 13; provided that CUSTOMER is given:
i. prompt written notice of the Claim or of any allegations or circumstances known to Versaterm which could result in a Claim;
ii. all reasonable information and assistance from Versaterm, at CUSTOMER's expense, which CUSTOMER may require to defend the Claim; and iii. sole control of the defense of the Claim, and all negotiations for its settlement or compromise thereof; provided that Versaterm's express prior written consent shall be required for any such settlement or compromise that (A) does not fully and irrevocably release all Versaterm lndemnitees from any liability of any kind a full release with respect thereto, (B) limits in any manner Versaterm's right to use, distribute or commercialize any Licensed Materials, or (C) that includes any admission of wrongdoing by or creates or is reasonably likely to create any reputational harm to anyVersaterm lndemnitee.

15. Exclusion of Other Warranties and Conditions
(a) EXCEPT AS EXPRESSLY STATED IN THIS MSA, ANY SERVICE SCHEDULE, OR ANY SOW,

THE LICENSED MATERIALS, THIRD-PARTY COMPONENTS OR ANY SERVICES

PROVIDED HEREUNDER, ANY SERVICE SCHEDULE OR ANY SOW ARE PROVIDED ON AN "AS IS", "WHERE-IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND. THE REPRESENTATIONS AND WARRANTIES GIVEN BY VERSATERM IN SECTION 11 ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR

CONDITIONS, WHETHER EXPRESS OR IMPLIED, IN RELATION TO ANY LICENSED January 2024-v310124 Page 13 of22

MATERIALS, THIRD-PARTY COMPONENTS OR SERVICES PROVIDED UNDER THIS MSA,

ANY SERVICE SCHEDULE OR ANY SOW, INCLUDING ANY IMPLIED WARRANTIES OR

CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE,

TITLE OR NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. VERSATERM HEREBY

DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY

COMPONENTS OR THE ACTS OR OMISSIONS (INCLUDING WITH RESPECT TO THE PROVISION OF ANY SERVICES) OF ANY THIRD-PARTY SUPPLIER. (b) CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE AND

OPERATION OF ANY SOFTWARE OR THIRD-PARTY COMPONENTS, AND THE RESULTS

OBTAINED FROM SUCH USE AND OPERATION, ARE AT THE SOLE AND EXCLUSIVE RISI< OF CUSTOMER AND THAT VERSATERM ASSUMES NO LIABILITY OR

RESPONSIBILITY WITH RESPECT TO ANY RELIANCE UPON THE RESULTS OBTAINED BY CUSTOMER OR ANY THIRD-PARTY.

16. Exclusion of Indirect Damages.

UNDER NO CIRCUMSTANCES WILL VERSATERM BE LIABLE FOR ANY OF THE FOLLOWING UNDER THIS AGREEMENT FOR ANY REASON: (A) SPECIAL, INDIRECT, CONSEQUENTIAL,

INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITH

RESPECT TO LOSS OF PROFITS, REVENUES, CUSTOMERS OR CONTRACTS, LOSS OF USE

OF EQUIPMENT, LOSS OF OR DAMAGE TO DATA OR CUSTOMER RECORDS,

REPUTATIONAL HARM, OPERATIONAL OR SERVICE INTERUPTIONS, BUSINESS INTERRUPTION, OR LACI< OF AVAILABILITY OF CUSTOMER MATERIALS OR FACILITIES,

INCLUDING CUSTOMER'S COMPUTER RESOURCES, SOFTWARE AND ANY STORED DATA (INCLUDING CUSTOMER DATA) OR RECORDS; OR (B) ANY THIRD-PARTY CLAIMS AGAINST

CUSTOMER FOR LOSSES OR DAMAGES (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13), IN EACH CASE, EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR EVEN IF SAME WERE REASONABLY FORESEEABLE.

17. Limitation of Direct Damages.

THE TOTAL AGGREGATE LIABILITY OF VERSATERM UNDER THIS AGREEMENT IN ANY

CIRCUMSTANCES IS LIMITED TO THE AMOUNT CUSTOMER PAID VERSATERM UNDER THE

SERVICE SCHEDULE PURSUANT TO WHICH SUCH LIABILITY AROSE OR IS ASSOCIATED DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO THE LIABILITY AROSE. NOTWITHSTANING THE

FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT

APPLY TO DAMAGES ARISING FROM VERSATERM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

18. Insurance.

A. Cyber Liability Insurance. Contractor shall obtain cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and January 2024-v310124 Page 14 of22
shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
11 policy is a claims-made policy such coverage shall be continued for three (3) years following the completion of all services and additional service under this agreement. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date priortothe contract effective date, the Contractor must purchase "extended reporting" coverage for minimum of five (5) years after completion of contract work.

B. Technology Professional Liability (E&O). CONTRACTOR shall obtain technology professional liability, with limits not less than $1,000,000 per occurrence or claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR under this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If policy is a claims-made policy, such coverage shall be continued for three (3) years following the completion of all services and additional services under this Contract. The retroactive date must be prior to the date this Contract is approved or any services are performed.

C. Verification of Coverage

1. Versaterm shall furnish CUSTOMER with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to CUSTOMER. Copies of policies shall be delivered to the CUSTOMER on demand.

2. During the term of this Agreement, Versaterm shall send insurance certificates and endorsements, including policy renewals, directly to:

January 2024 - v310124
City of Sacramento
c/o EXIGIS LLC
P.O. Box947
Murrieta, CA 92564

Page 15 ends

Insurance certificates also may be e-mailed to:
[email protected]

3. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box947
Murrieta, CA 92564

4. The CUSTOMER may cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement.

The CUSTOMER may withhold payments or cancel this Agreement if the insurance is canceled or Versaterm otherwise ceases to be insured as required herein.

19. Termination.

In addition to any other rights or remedies hereunder:
(a) Either Party may terminate this MSA or any Service Schedule for convenience by providing sixty (60) days written notice to the other Party. (b) Versaterm may terminate this MSA and/or any Service Schedule at any time on giving CUSTOMER notice in writing if: (i) CUSTOMER infringes any copyright or other Intellectual Property Right or other industrial or proprietary right of Versaterm; (ii) in Versaterm's reasonable judgment, CUSTOMER's use of the Software poses a security risk to the Software or any third party; (iii) CUSTOMER fails to pay in full any sum owed by it under this MSA or Service Schedule within thirty (30) days ofthe due date therefor; or (iv) CUSTOMER fails to observe or perform any other material obligation or covenant required to be observed or performed by it under this MSA or Service Schedule, and solely in the case of (iv) above, such failure continues for a period of thirty (30) days after delivery of written notice by Versaterm to Customer requiring Customer to cure such failure.
(c) In the event CUSTOMER becomes unable to pay future amounts due under any Service Schedule or SOW due to a material reduction in or cancellation of public funding, CUSTOMER may terminate the applicable Service Schedule or SOW upon thirty (30) days' written notice to Versaterm, and Versaterm shall be entitled to retain any advance payments made by CUSTOMER to Versaterm.
(d) Subject to applicable law, CUSTOMER may terminate this MSA immediately upon giving written notice to Versaterm if Versaterm: (i) makes any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; (ii) is unable to pay its debts as they mature; (iii) has a receiver and/or January 2024-v310124 Page 16 of22
manager appointed over its assets or an application is made to do so; (iv) becomes bankrupt or insolvent or commits an act of bankruptcy or (v) Versaterm fails to observe or perform any other material obligation or covenant required to be observed or performed by it under this MSA or Service Schedule, and solely in the case of (v) above, such failure continues for a period of thirty (30) days after delivery of written notice by Versaterm to CUSTOMER requiring CUSTOMER to cure such failure.

20. OrderlyTermination
(a) Upon any termination or other expiration of a Service Schedule or SOW or this MSA, each Party shall forthwith return to the other Party all Confidential Information, documentation, papers, material, and other property of the other Party in its possession or control.
(b) In addition to the obligations in Section 20(a) above, upon termination of a Service Schedule or upon expiration of the License Term for Software which is not renewed in accordance with the Service Schedule, CUSTOMER shall:
(i) immediately discontinue use of the Licensed Materials; (ii) ensure that all Persons using the Licensed Materials pursuant to this MSA cease all use thereof;
(iii) promptly (and in any event within five (5) days) return to Versaterm all copies of the Licensed Materials in its (or any Authorized Users' or other Persons' to whom it provided access to any Licensed Materials) possession or control; (iv) permanently erase all Licensed Materials, in whole or in part, from all computer systems, storage devices and other electronic recording systems in CUSTOMER'S possession or control and cause each Authorized User and each other Person to whom it provided access to any Licensed Materials to do the same;
(v) deliver within thirty (30) calendar days of such termination or expiration a certificate certifying that CUSTOMER and all such Persons to whom CUSTOMER has provided access to any Licensed Materials have complied with the terms of this Section 20(b), as applicable; and
(vi) pay Versaterm the full amount of any charges outstanding, including for any Professional Services performed, as of the date of termination, if any, whether invoiced or not (including any amounts due as late payment charges), and all other monies owing to Versaterm.

21. Suspension
If CUSTOMER has materially violated the MSA or any Service Schedule, including failure to pay any Fees or any portion thereof when due (other than invoiced amounts disputed in January 2024-v310124 Page 17 of22
good faith pursuant to Section 8(f)), Versaterm may immediately suspend CUSTOMER's and each of its Authorized Users' right to access or use any Licensed Materials (including access to the Versaterm Platform) or receive any Services.

22. Relationship
This MSA and each Service Schedule and SOW are agreements between separate legal entities and neither Party is the agent, employee, or partner of the other for any purpose whatsoever. The Parties do not intend to create a partnership or joint venture between themselves. Neither Party shall have the right to bind the other to any Service Schedule with a third-party or to incur any obligation or liability on behalf of the other Party.

23. Notices.

Unless specified otherwise in a Service Schedule, all notices, requests, demands and other communications under this MSA and each Service Schedule shall be in writing and shall only be duly given:
(a) on the date of sending if sent by email to the email address indicated in Section 23(b); or
(b) on the third business day after posting if sent, during normal postal conditions, by registered or certified mail to the Party for which it is intended and addressed as follows:

To Versaterm at:

Versaterm Public Safety U.S. Inc.
1 North MacDonald, Suite 500
Mesa, Arizona, USA
85201
Attention: Legal Department
E-mail: [email protected]
With copy to:

Versaterm Public Safety Inc.
1331 Clyde Avenue, Suite 400
Ottawa, Ontario, Canada
K2C3G4

24. Waiver.

To Customer at:

Sacramento Police Department
c/o Public Safety IT Manager
5770 Freeport Blvd, Suite 100
Sacramento, California, USA
95822
Attention: Demetri Ojeda
E-mail: [email protected]
With copy to:

Sacramento Police Department
c/o The Chief of Police
5770 Freeport Blvd Suite 100
Sacramento CA 95822
January 2024-v310124 Page 18 of22
Any waiver of, or consent to depart from, the requirements of any provision of this MSA or a Service Schedule or SOW shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this MSA shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right. No amendment or variation to this MSA shall be effective unless signed in writing by both Parties.

25. Assignment.

CUSTOMER may not assign any rights or benefits under this MSA (including any Service Schedules or SOWs), in whole or in part, to any Person without the express prior written consent of Versaterm. Versaterm may assign its rights and benefits under this this MSA (including any Service Schedules or SOWs) to any Person by providing written notice to the CUSTOMER and may contract with any other Person to perform its obligations under this MSA (including any Service Schedules or SOWs) without obtaining CUSTOMER's consent to any such contract. Notwithstanding the foregoing, Versaterm may assign its rights and benefits under this MSA (including any Service Schedules or SOWs) to any Person without providing written notice to the CUSTOMER if such assignment is due to a corporate restructure, merger, or acquisition.

26. Force Majeure.

Except as expressly provided otherwise in a Service Schedule, dates and times by which Versaterm or CUSTOMER is required to render performance (other than dates and times for payment of money) under a Service Schedule or SOW shall be postponed automatically to the extent and for the period of time that Versaterm or CUSTOMER, as the case may be, is prevented from meeting them by reason of any causes beyond its reasonable control, provided the Party prevented from rendering performance notifies the other Party promptly and in detail of the commencement and nature of such a cause, and provided further that such Party uses its comn;iercially reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances, including obtaining supplies or services from other sources if same are reasonably available.

27. Severability.

If any provision of this MSA or any Service Schedule or SOW is determined to be invalid or unenforceable by a court of competent jurisdiction from which no further appeal lies or is taken, that provision shall be deemed to be severed herefrom, and the remaining provisions of this MSA, Service Schedule or SOW shall not be affected thereby and shall remain valid and enforceable.

January 2024-v310124 Page 19 of22

28. Survival.

All obligations accrued to the date of termination as well as the Sections of this MSA listed below shall survive the termination of this MSA and any Service Schedule or SOW made pursuant to this MSA for as long as necessary to permit their full discharge: 1, 4(b), 6, 8, 9, 10,13,14,15,16,17,20,22,23,24,25,27,28,29,30,31,32,33,34,35,36,37,38,39,41 and 42.

29. Headings
Section headings used in this MSA or any Service Schedules or SOWs are for convenience of reference only and shall not be construed as defining, limiting, or describing the scope or intent of this MSA or of the Service Schedule or SOW, as applicable.

30. Currency
Unless otherwise specified, all references to monetary amounts, including the symbol"$", are in respect of United States Dollars.

31. Benefits
This MSA and any Service Schedule or SOW made pursuant to this MSA shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

32. Interpretation
In this MSAand each Service Schedule, words in the singular number include the plural and vice versa; words in the masculine gender include the feminine and neutral genders.

33. Good Faith Discussions
Prior to the commencement of any legal proceeding under this MSA or any Service Schedule or SOW, all claims must be raised for good faith discussion between authorized representatives of both Parties with authority to resolve the dispute. Should the claims not be resolved within thirty (30) days of the date of the first request such discussion, each Party shall be free to pursue its legal remedies pursuant to the terms of this MSA.

34. Amendments.

None of this MSA, and Service Schedule or any SOW shall be changed or amended except in writing by an amendment executed by authorized representatives of each Party.

35. Governing Law.

This MSA, each Service Schedule and each SOW as well as any matters relating to this MSA, any Service Schedule or any SOW, shall be construed and governed by and in accordance January 2024-v310124 Page 20of22
with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Agreement will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

36. Entire Agreement.
(a) This MSA, together with each Service Schedule and SOW and all schedules, attachments and exhibits hereto and thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof. All prior agreements, negotiations, undertakings, and discussions, whether oral or written, are superseded by this MSA and there are no warranties, representations, or covenants between the Parties in connection with this MSA, except as specifically set forth or referred to in this MM •
(b) Each Party acknowledges that it has not been induced to enter into this MSA or any Service Schedule by any representations, warranties or covenants not expressly stated herein or therein.
(c) The Parties agree -that any terms or conditions set forth in a purchase order, acknowledgement or any other document or response issued by CUSTOMER shall not apply to this MSA or any Service Schedule or SOW shall be deemed automatically rejected by Versaterm without need of any further or additional notice of rejection and void and of no effect.

37. Consultants and Agents.

CUSTOMER shall ensure that its employees, consultants, contractors and agents comply with the terms and conditions of this MSA and any Service Schedule or SOW to the extent that such Persons are entitled or obligated under the terms hereof or thereof to exercise any rights or perform any obligations hereunder or thereunder. CUSTOMER shall be responsible for the actions of all such employees, consultants, contractors and agents.

38. Hosting Provider. Versaterm may change its third-party hosting provider ("Hosting Provider") at any time. CUSTOMER's use of the Licensed Materials is subject to any applicable restrictions imposed by the Hosting Provider. Notwithstanding any other provision of this MSA, Versaterm shall not be liable for any problems, failures, defects or errors with the Licensed Materials to the extent caused by the Hosting Provider. CUSTOMER acknowledges that the Fees payable for the Licensed Materials reflect the fact that Versaterm is not responsible for the acts and omissions of the Hosting Provider.

39. Language.

January 2024-v310124 Page 21 of22
The Parties have expressly required that this MSA and all documents and notices relating hereto be drafted in English. Les parties aux presentes ant expressement exige que la presente convention et taus les documents et avis qui y sont afferents soient rediges en anglais.

40. Publicity/Press Releases.

Versaterm may reference the existence of this MSA and the business relationship between the Parties for the purposes of: (a) issuing press releases to announce the beginning or continuation, as applicable, of the business relationship between the Parties; or (b) referencing CUSTOMER as a CUSTOMER of Versaterm including in Versaterm's CUSTOMER list and other marl<eting materials.

41. Counterparts.

This MSA, any Service Schedule and any SOW or part thereof or attachment thereto may be executed in any number of counterparts and by exchange of signature pages by electronic mail or by any other electronic means. Each executed counterpart will be deemed to be an original. All executed counterparts taken together will constitute one agreement. The execution of this MSA, any Service Schedule or SOW by electronic mail or by any other electronic means shall be deemed to constitute effective execution of this Agreement as to the parties hereto. Such electronic signatures may be used by the parties in lieu of the original signature page[s] of this MSA, any Service Schedule or SOW for any and all purposes.

42. United Nations.

Pursuant to Article 6 of the United Nations convention on contracts for the International Sale of Goods ("UN Convention"), the Parties agree that the UN Convention shall not apply to this MSA.

43. Extending pricing
Subject to Versaterm's discretion, CUSTOMER may extend pricing, terms and conditions of this Agreement to other governmental entities that have signed an intergovernmental agreement with the CUSTOMER to be system users.

The Parties, through their duly authorized representatives, hereby agree to this Agreement as of the Effective Date set forth on the first page.

January 2024-v310124 Page 22 of22
Service Schedule
SPIDR Tech Products
This Service Schedule No. I is entered into as of the date of the last signatme set forth on the signature page by and between Versaterm Public Safety US, Inc. ("Versaterm") and the City of Sacramento ("Customer") and is deemed to be incorporated into that certain Master Software and Services Agreement ("MSA") dated August I, 2024 by and between Versaterm and Customer ("Agreement"). The tenns and conditions that are specific to this Service Schedule are set forth herein. In the event of a conflict between the provisions of this Service Schedule and the MSA, the provisions of Section 2 a) of the MSA shall control such conflict. Capitalized terms herein will have the meanings set forth in the MSA, or the "Definitions" as further defined below.
l, Service Schedule Information - New Purchase

1.1. Software/Snbscription Service: Community Engagement Module - 4 Campaigns per month 1,2, Authorized Users/Sworn Cmmt: 272
1,3, Subscription Term: August I, 2024 to July 31, 2029

1.4. Notwithstanding any other provision, the total of all smns paid to Versatenn for the provision of services as set forth in this Service Schedule, including any authorized reimbursable expenses, shall not exceed the total sum of $660,353.73 unless Customer approves a supplemental agreement.

1.5, Fees: Versaterm shall send invoices to Customer at the following e-mail address:
[email protected]. Should invoice email address change, Customer shall promptly notify Versatenn.

SPIDR Pricing Overview
Year 1 Cost
Subscription Fee Modules included: Community Engagement Module~ 4 Campaigns $6,120.00 per month (Invoice on or around:
09/01/2024)
Maintenance and Unlimited maintenance and support, unlimited changes to settings, Included Support messages, surveys, and configurations post deployment, assigned Customer Success Manager
Total: $6,120.00

2. Service Schedule Information - Annual Renewal
The Subscription Fee shown are the current software and quantities contracted by the Customer. Unless otherwise agreed in writing, the Subscription Fee sball be due on or before the beginning of the yearly anniversary of the Subscription Term. Additional software subscriptions or licenses purchased by Customer during the Term will result in additional fees, which shall be prorated to be coterminous with Customer's then current Renewal Period. New licenses not defined in this agreement must be purchased via a contract supplemental, executed between City of Sacramento and Versatenn.

Page I of5
The Subscription Term begins on August I, 2024 and ends on July 31, 2029.

Product QTY Subscription Subscription Subscription Subscription Subscription Term Term Term Term Term
08/01/2024 to 08/01/2025 to 08/01/2026 to 08/01/2027 to 08/01/2028 to 07/31/2025 07/31/2026 07/31/2027 07/31/2028 07/31/2029
SPIDR Platform Subscription Fee 672 $199,584.00 $205,571.52 $211,738.67 $218,090.83 $224,633.55 SPIDR Platform: Insights Module 672 $ $ - $ - $ - $
SPIDR Platform: lnvest!gatlons 672 $ $ - $ - $ - $
Module
SPIDR Platform: Patrol Module 672 $ $ - $ $ - $
Discount -$86,351.35 -$86,351.35 -$86,351.35 -$86,351.35 -$86,351.35 Subscription Fees* $113,232.65 $119,220.17 $125,387.32 $131,739.48 $138,282.20 ----Total
Additional licenses above a QTY of 672 will be at $297 .00 per license.

Product QTY Subscription Subscription Subscription
Term Term Term
08/01/2024 to 08/01/2025 to 08/01/2026 to
07/31/2025 07/31/2026 07/31/2027
Community Engagement Module" 4 272 $6,120 $6,303.60 $6,492.71 Campaigns per month
Subscription Fees* $6,120 $ 6,303.60 $6,492.71
---Total
---
S"Vear Grand Total
Additional licenses above a QTY 272 will be at $22.50 per license.

Subscription
Term
08/01/2027 to
07/31/2028
$6,687.49
$6,687.49
$627,861.82
Subscription
Term
08/01/2028 to
07/31/2029
$6,888.11
$6,888.11
$32,491.91
$660,353.73
*The Subscription Fees for each year have been increased by 3% from the previous year's Subscription Fees as outlined in Section 8(g) of the MSA.

3. License

3.1. Provision of the Service. Versaterm will provide Customer with access to Versaterm's proprietary service for the software modules specified in the Section I ( collectively the "Service") in accordance with the terms and conditions of this Agreement. To access and use the Service, Customer is responsible at its own expense for obtaining its own internet access, and any hardware and software required therefor.

3.2. Grant of Rights. Subject to the terms and conditions of the Agreement, Versaterm hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the Service, solely for Customer's purposes during the Term. All rights not expressly granted to Customer are reserved by V ersatenn and its licensors. There are no implied rights.

3.3. Versatenn SPIDR Tech Technology. In connection with providing the Service, Versaterm and its licensors shall operate and support the hosted environment used by Versatenn to provide the Service, including the Versaterm Technology, the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, Pago 2 of 5
documentation and all other technology or infonnation so used by Versatenn. As used herein, "Versaterm SPIDR Tech Technology" means all of Versaterm's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or infonnation) made available to Customer by Versatenn in providing the Service.

4. Service Level Agreement
This Section 4 describes the levels of service that the Customer will receive from Versatenn.

4.1. Upgrade. Software updatesshall be part of the annual maintenance fee.

4.2. Enhancements. Enhancement services shall be perfonned at the discretion of Versatenn or at the time and materials rates of V ersaterm prevailing at the time such services are rendered as approved by V ersatenn and Customer.

4.3. Up-time Availability. During the Term, Versaterm's AP! will be operational and available to the Customer at least 99.9% of the time in any calendar month. Note that even during AP! downtime (for whatever reason), once the AP! availability is re-established, Versaterm can receive "lost" data. The platform will generate and send any messages that can still be reasonably sent. This reduces the number of messages failed even during unexpected AP! outages.

4.4. Downtime. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Versatenn may undertalce from time to time; or (iii) causes beyond the control of V ersatenn or which are not reasonably foreseeable by Versa term, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures, or failures or issues experienced by the Hosting Contractors independent of and not related to the Service or Versaterm ( collectively "Downtime"). Versaterm shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime. Versaterm shall have no obligation during performance of such operations to mirror Customer Data on any other server or to transfer Customer Data to any other server. Versaterm shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or in operability of the service in connection with Downtime, whether scheduled or not.
4,5, Support Services
Versaterm shall establish, sufficiently staff, and maintain the organization and processes necessary to provide telephone and/or email-based technical support, troubleshooting, error identification, isolation and remediation, and other assistance directly to the Customer and its authorized users.

Versatenn will provide the Customer with any resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any ofVersaterm's other customers.

Maintenance and Support Services and any other services provided by Versatenn, which are not specified under this Agreement, shall be invoiced to Customer, after Customer approval, by Versatenn at the time and material rates of V ersatenn prevailing at the time the services are rendered plus actual travel and per diem costs incurred by Versaterm in providing such services.

4.6. Response Times

Page 3 of 5 ends

Customer may raise a support issue with V ersaterm - SPIDR Tech product group, by e-mailing [email protected] or phoning 877-746-8276. Versatenu shall endeavor to respond in a timely fashion.

Versaterm is deemed to have responded when it has replied to the Customer's initial request.

This may be in the form of an email or telephone call, to either provide a solution, request further information, or propose an ET A for a solution.

Guaranteed initial response times depend on the priority of the item(s) affected and the severity of the issue. They are shown in the table below:

Issue Severity (see Severity Levels section, below)
Critical Severe Medium Minor
Priority 1 Immediate, but in 1 hour 2 hours 1 business day no event to exceed
1 hour
Priority 2 1 hour 2 hours 1 business day 2 business days* Priority 3 2 hours 1 business day 2 business days"' 2 business days* " ""Issues of lower prionty and lower severity may be transferred to our work queue backlog for later p/cmrnng and prtormzat,on.

Response times apply on a 24x7 basis, and after normal business hours and on holidays, as necessary to support Versaterm's obligations under the Service Schedule.

4. 7. Severity levels
The severity levels shown in the table above are defined as follows:
a. Critical: Complete degradation - all users and critical functions affected. Item or service completely unavailable.
b. Severe: Significant degradation - a large number of users or critical functions affected. c. Medium: Limited degradation- a limited number of users or functions affected. Business processes can continue.
d. Minor: Small degradation - few users or one user affected. Business processes can continue.

The following table are examples of support item types and priority levels:

Item Type Priority
Messaging correctness (content and recipients) 1
Messaging schedule and timeliness z
Daily survey update emails z
Administrative interface 3

Page 4 of 5 ends

4.8. Resolution times
Versatenn will always endeavor to resolve problems as swiftly as possible. It recognizes that the Customer's operational systems and community relationships are key to its mission and that any downtime can have significant consequences. However, V ersaterm is unable to provide guaranteed resolution times. This is because the nature and causes of problems can vary enonnously.

For instance, it may be possible to resolve a critical AP! issue in minutes, simply by restarting the affected component(s). But if a system fails due to a persistent infrastructure fault (also classed as a critical issue) it may take longer to get back up and nmning. In all cases, Versatenn will make its best efforts to resolve problems as quickly as possible. It will also provide frequent progress reports to the Customer.

The Parties, through their duly authorized representatives, hereby agree to this Service Schedule.

Page 5 of 5 ends

Service Schedule
CI Tech (On-Premise)
TI1is Service Schedule No, 2 is entered into as of the date of the last signature set forth on the signature page by and between Versaterm Public Safety US, Inc. ("Versatenn") and the City of Sacramento ("Customer") and is deemed to be incorporated into that certain Master Software and Services Agreement ("MSA") dated August 1, 2024, by and between Versatenn and Customer ("Agreement"). The tenns and conditions that are specific to this Service Schedule are set forth herein. In the event of a conflict between the provisions of this Service Schednle and the MSA, the provisions of Section 2 a) of the MSA shall control such conflict. Capitalized terms herein will have the meanings set forth in the MSA, or the "Definitions" as further defined below. Versaterm's Compensation
Notwithstanding any other provision, the total of all swns paid to V ersatenn for the provision of services as set forth in this Service Schedule, including any authorized reimbursable expenses, shall not exceed the total sum of$171,976.76 unless Customer approves a supplemental agreement.

1. Service Schedule Information
The Maintenance and Subscription Fees shown are the current software and quantities contracted by the Customer. Unless otherwise agreed in writing, the Maintenance and Subscription Fee shall be due on or before the beginning of the yearly anniversary of the Maintenance and Subscription Tenn. Additional software subscriptions or licenses purchased by Customer during the Tenn will result in additional fees, which shall be prorated to be coterminous with Customer's then current Renewal Period. New licenses not defined in this agreement must be purchased via a contract supplemental, executed between City of Sacramento and V ersatenn.

The Maintenance and Subscription Term begins on August I, 2024 and ends on July 31, 2029.

CI TECH Products
Product
BlueTeam NextGen Annual
Maintenance
IAPro NcxtGcn Annual Maintenance
MakeNOTE Subscription Fee
EIPro Subscription (On-Prem)
Maintenance and Subscription Fees*
Grand Total
QTY
1 1
1 1
Renewal
Period
08/01/2024-
07/31/2025
$1,933.25
$4,709.36
$15,450.00
$10,300.00
$32,392.61
Renewal Renewal Renewal
Period Period Period
08/01/2025- 08/01/2026- 08/01/2027-
07/31/2026 07/31/2027 07/31/2028
$1,991.25 $2,050.98 $2,112.51
$4,850.64 $4,996.16 $5,146.04
$15,913.50 $16,390.91 $16,882.63
$10,609.00 $10,927.27 $11,255.09
$33,364.39 $34,365.32 $35,396.27
Renewal
Period
08/01/2028-
07/31/2029
$2,175.89
$5,300.43
$17,389.11
$11,592.74
$36,458.17
$171,976.76
*The Maintenance and Subscription Fees for each year have been increased by 3% from the previous year's Subscription Fees as outlined in Section 8(g) of the MSA.

January 2024- 31012024 Page1of5

2. License
(a) Subject to the terms and conditions of this Agreement, commencing as of the Subscription Tenn and for the duration of the Subscription Term, Versaterm hereby grants to Customer a limited, non-exclusive, revocable, non-transferable right to access and use the Licensed Materials, solely for Customer's purposes during the Subscription Tenn. All rights not expressly granted to Customer are reserved by Versatenn and its licensors. There are no implied rights. (b) In addition to the restrictions of use in Section 4(b) of the Agreement, Customer shall not ( and shall not allow any third party to): (a) use any robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Service.

3. Downtime.

Subject to the terms and conditions of this Agreement, Versatenn shall use commercially reasonable efforts to provide access to the Service for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Service Schedule. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Versatenn may undertake from time to time; or (iii) causes beyond the control of Versatenn or which are not reasonably foreseeable by Versatenn, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures, or failures or issues experienced by the hosting contractors independent of and not related to the Service or Versatenn (collectively "Downtime"), Versatenn shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime, Versatenn shall have no obligation during performance of such operations to mirror Customer Data on any other server or to transfer Customer Data to any other server.

Versaterm shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the service in connection with Downtime, whether scheduled or not.

4. Support
Subject to payment of the annual Maintenance and Support Fee, Versatenn will provide technical support to Customer as follows:

Customer may contact Versaterm CI-Tech product group at its 24-hour 1-800 number, or if it is low priority issue, by e-mail. Versatenn will typically be available after working hours if a high priority problem is pending. Between the hours of 8:30 a.m. and 5:30 p.m. EST, a person is most likely to answer.

Two hours is the typical response time for medium and high priority calls. Versaterm will typically respond to call or e-mails related to training or usage issues within 24 hours.

The following escalation procedures will be employed to ensure an appropriate response to any interruption of service in order to minimize downtime. Problems are addressed quickly during the hours of 8:00am and 6:00pm EST Monday through Friday excluding statutory holidays and weekends.

4.1 Problem reporting and resolution procedures:

When a problem is encountered during regular business hours, Customer must follow following January 2024- 31012024 Page2of5
the steps:

1. Customer users should first contact its IAPro designated coordinator. This is the individual most familiar with either lAPro or IT areas. The IAPro designated coordinator will attempt to correct the problems. The IAPro designated coordinator will verify network connects, resolve printer problems, and any desktop issues associated with using IAPro.

2. Customer users may also call Versaterm CI-Tech product group directly, however, it's recommended the IAPro designated coordinator is included in problem resolution.

3. If the problem requires assistance from Versaterm, the IAPro designated coordinator may contact Versaterm through e-mail or phone. Versaterm resources will work with the Customer to diagnose the problem. After investigating the issue, Versaterm and the Customer will jointly categorize the problem into:

Tvoe of Proble1n Ownershio
Server Hardware Problem Customer IT
Desktop Hardware Problem Customer IT
Network Cmrnnunication Customer IT
Isolated Workstation Issue Customer IT
Database Performance/storage Versaterm
Application or software related Versaterm

4.2 Problem Definition and Priority:

The following table provides a list of the types of problems that can be experienced.

Description of Problem Category Priority
All services unavailable: (Customer Wide) Showstopper High The system is unavailable.

Cases cannot be processed.

Efficiency/Perfonnance/Throughput: System is Showstopper High functional but does not match the performance
criteria.

System not perfonning as specified: Shows topper High
Functions are not executing correctly and are
stopping cases from being processed. No
workaround available.

User Error: Training Issue/Questions Low
Problem reported by user that was a result of
user error or misunderstanding.

Isolated workstation failure.

January 2024- 31012024 Page3of5
Description of Problem Category Priority
Enhancement: Enhancement Low
System does not perform the required - These will be added to the functionality. Functionality was not within enhancement list and addressed requirements. with Versaterm as needed.

System not performing as specified (workaround Workaround Available Medium available). An error is experienced but the Complex workaround problem can be worked around, Decrease system's
efficiency/performance/
throughput
Decreases user/department's
efficiency in completing tasks
Workaround available Low
Easy to implement workaround.

No impact on system
performance
No impact on user/department's
efficieucy

4.3 Support Restore Requirements
The following table provides a guideline for restoration times in case of a problem:

Priority Restore Time
High Response within 2 hours of contact.

Resolution within 6 hours from time of notifying the vendor contact(s) through voice mail (first level support contact) and e-mail.

If feasible, Versa term will provide after-hours support into the evening or during early morning hours.

Med Resolution within 2 business days from time of notifying the vendor contact(s) through voice mail (first level support contact) and e-mail to the entire list.

Low No resolution time designated. Added to enhancement list or addressed through updates to user documentation.
[ remainder of page left intentionally blank]
January 2024- 31012024 Page4of5
The Parties, through their duly authorized representatives, hereby agree to this Service Schedule.

January 2024- 31012024 Page5of5
Service Schedule - "Case Service Reporting"
This Service Schedule No. 3 is entered into as of the date of the last signature set f01th on the signature page by and between Versaterm Public Safety US, Inc. ("Versaterm") and the City of Sacramento ("Customer") and is deemed to be incorporated into that certain Master Software and Services Agreement ("MSA") dated August 1, 2024, by and between Versaterm and Customer ("Agreement"). In the event of a conflict between the provisions of this Service Schedule and the Master Agreement, the provisions of Section 2 a) of the MSA shall control such conflict. Capitalized terms herein will have the meanings set forth in the MSA, " or the "Definitions" as further defined below.

Versaterm shall provide Customer with the use of the Annual Case Service Subscription for unlimited Case Service Reporting (CIBRS Based) software (the "Beta Services") for a duration of30-days at no cost. Upon completion of the Beta Services (the completion of Site Acceptance Testing), Customer agrees to the following:

1. Service Schedule Information - New Purchase

1.1. Software/Subscription Service: Case Service Reporting

1.2. Subscription Tenn:

1.2. 1. Subscription Start Date - After site acceptance testing ("Go-Live").

1.2.2. Subscription End Date: upon the fifth year following the beginning of the Subscription Start Date.

1.3. Versaterm's Compensation: Notwithstanding any other provision, the total of all sums paid to Versatenn for the provision of services as set forth in this Service Schedule, including any authorized reimbursable expenses, shall not exceed the total sum of $1,005,796.69 unless Customer approves a supplemental agreement.

1.4. Special Payment Term:
1 .4.1. The compensation owed to V ersaterm for the Professional Services under this Service Schedule shall be determined as follows:

1.4.1.1. No Customer Acceptance. If the Customer declines the Services provided under this Service Schedule during site acceptance testing, the Customer shall pay Versatenn $30,000.00 for the Professional Services for the deployment and installation of the Software.

1.4.1.2. Customer Acceptance. If the Customer accepts Versaterm's delivery of the Software, Versaterm shall provide a one-time credit to the Customer in the amount of $60,000.00 for the Professional Services for the deployment and installation of the Software.

1.4.1.3. No Professional Services Rendered. For as long as Versatenn does not commence the services/work relating to the deployment and installation of the Software, the Customer will not be required to pay any amounts regarding the Professional Services Fee.

1.5. Invoicing and Payments: Versaterm shall send invoices to Customer at the following e-mail address:
[email protected]. Should invoice email address change, Customer shall promptly notify Versaterm

1.6, Fees.

The Customer agrees to pay Versaterm the following Fees for the first year.

Case Service Pricing Overview
Year I Cost
Subscription Fee Modules included: Annual Case Service Subscription for $189,000.00 unlimited Case Service Reporting (CIBRS Based)
Professional Services ~ Deployment and installation fee (one-time setup/integration fee) $60,000.00 Deployment and
Installation
One Time Discount - Professional Services (subject to terms set -$60,000,00 Total:
out section 1.4 of this Service Schedule)
$189,000.00
Invoice on or around:
30-days after Go-Live

1.6.1. Versaterm agrees that year 1 fees shall be prorated based on the actual number of days the Customer is live with the software as defined in the Statement of Work attached to this Service Schedule as Attachment B. Versaterm shall calculate prorated fees by dividing the annual fee of $189,000.00 by 365 and multiplying the number of days the Software is live during year 1. Any such proration shall be reflected in the applicable invoice(s).

Payment Terms: Payment Due Net 30 from receipt oflnvoice The Subscription Fee indicated above may be subject to a price increase as per the MSA

1.7. The Professional Services related to the implementation of the Software are as fmther defined in the Statement of Work attached to this Service Schedule as Attachment B.

2. Service Schedule Information -Annual Renewal
The Subscription Fees shown are the current software and quantities contracted by the Customer. Unless otherwise agreed in writing, the Subscription Fees shall be due on or before the beginning of the yearly anniversary of the Subscription Term. Additional software subscriptions or licenses purchased by Customer during the Subscription Tenn will result in additional fees, which shall be prorated to be cotenninous with Customer's then current Renewal Period. New licenses not defined in this agreement must be purchased via a contract supplemental, executed between City of Sacramento and Versaterm.

The Subscription Term begins on Go-Live of the software.

Product QTY Subscription Term Subscription Tenn Subscription Term Subscription Term 08/01/2025 to 08/01/2026 to 08/01/2027 to 08/01/2028 to 07/31/2026 07/31/2027 07/31/2028 07/31/2029
Case Service Citizen
Repo1ting Subscription Fee
Onboarding Services
One-Time Discount
Subscription Fees
Total
Year 1 Subscription
Grand 5-Year Total
755 $195,236.50 $201,093.60 $207,126.40
$195,236.50* $201,093.60* $207,126.40*
Any additional license above a quantity of 755 will be purchased at $251 per license. $213,340.19
$213,340,19*
$816,796.69
$189,000
$1,005,796.69
*The Subscription Fees for each year have been increased by 3% from the previous year's Subscription Fees as outlined in Section 8(g) of the MSA.

3. License
3,1. Provision of the Service. Versaterm will provide the Subscription Services related to the software listed in section 1.1. in accordance with the terms and conditions of this Agreement. To access and use the Subscription Service, Customer is responsible at its own expense for obtaining its own internet access, and any hardware and software required therefor.

3.2. Subject to the terms and conditions of the Agreement, Versaterm hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the Subscription Service, solely for Customer's purposes during the Term. All rights not expressly granted to Custom er are reserved by Versaterm and its licensors. There are no implied rights. er are reserved by Versaterm and its licensors. There are no implied rights.
3,3. In connection with providing the Subscription Service, Versaterm and its licensors shall operate and support the hosted environment used by Versaterm to provide the Subscription Service, including the Software, the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by Versaterm.

3.4. The Subscription Service shall cover the CIBRS/NIBRS report types listed in Attachment A.

4. Service Level Agreement

4.1. Up-time Availability. During the Subscription Term, the Software identified in section 1.1 of this Service Schedule will be operational and available to the Customer with commercially reasonable effort to achieve continuous operation and availability. Notwithstanding the foregoing, Versaterm makes no guarantees of continuous operation or availability, and there may be occasions where the Software is unavailable.

4.2. Downtime. Customer agrees that from time to time the Subscription Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Versaterm may undertake from time to time; or (iii) causes beyond the control of Versaterm or which are not reasonably foreseeable by Versaterm, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network • congestion or other failures, or failures or issues experienced by the Hosting Providers of and not related to the Software or Versaterm (collectively "Downtime"). Versaterm shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime. Versaterm shall have no obligation during performance of such operations to mirror Customer Data on any other server or to transfer Customer Data to any other server. Versaterm shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Subscription Service in connection with Downtime, whether scheduled or not.

4.3. Customei: will provide a means to redirect calls away from the Subscription Service during any such downtime so callers can still reach appropriate resources for assistance within the Customer organization.

5. Support Services

5.1. Customer's internal support team shall be the first point of contact for Authorized Users and for contacting Versaterm pursuant to section 5. I. If Customer's internal support team is able to reproduce the support issue in the applicable operating environment and verify that the support issue is in fact in the Subscription Service, and not elsewhere ( e.g. device or network related), Customer's internal support team may then then contact Versaterm.
5,2. Versaterm shall establish, sufficiently staff, and maintain the organization and processes necessary to provide telephone and/or email-based technical suppo1t, troubleshooting, error identification, isolation and remediation, and other assistance directly to the Customer and its Authorized User in accordance with Section 5 of this Service Schedule.

5.3. Versaterm will provide Customer with the necessary resource(s) containing information that can aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any ofVersaterm's other customers.

6. Response Times

6.1. Customer may raise a support issue with Versaterm - Case Service product group, by e-mail [email protected] or phoning 613-820-0311. In accordance with section 5.3. of this Service Schedule, Versaterm shall endeavor to respond in a timely fashion.

6.2. Versaterm is deemed to have responded when it has replied to the Customer's initial request. This may be in the form of an email or telephone call, to either provide a solution, request further information, or propose an ETA for a solution. The initial response times depend on the priority of the item(s) affected and the severity of the issue.

6.3. Customer acknowledges Versaterm will provide customer supp01t during business days being Monday to Friday excluding statutory holidays observed in the Province Ontario ("Business Day") between the hours of8:30 a.m. EST and 5:00 p.m. EST ("Hours of Operation"). Customer may leave message after Hours of Operation and, Versaterm shall return Customer's call the next Business Day.

6.4. Versaterm is deemed to have responded when it has replied to the Customer's initial request. This may be in the form of an email or telephone call, to either provide a solution, request further information, or propose an ETA for a solution. Initial target response times in the table below and depend on the priority of the item(s) affected and the severity of the issue. The Customer aclmowledges that the following response times are within our Hours of Operation.

Prioritv Resnonse Time Descrintion
Priority 0 < 1 hour Compete Degradation - Impacts entire agency.

CaseService Renortim! API comnletelv unavailable
Priority I < 2 hours Significant degradation - critical functional unavailable, business imnactinv.

Priority 2 I business day Limited degradation: minor functionality unavailable, business nrocesses can continue.

Prioritv 3 Best Effort Verv minor de2:radation: no business orocess imoact

7. Resolution times

7.1. Versaterm shall use reasonable commercial efforts to resolve problems promptly; however, depending on the nature and cause of the problem the resolution time may vary significantly.

8. Long term storage fees

8.1. As part of the Subscription Service call-related records are stored for no more than sixth months.

Audio and transcripts can be downloaded from the Versaterm Platform at any time during the Subscription Term.

The Parties, through their duly authorized representatives, hereby agree to this Service Schedule.

HERE

ATTACHMENT A
Below are the available Report Type in the Case Service standard California CIBRS/NIBRS Offerings, Versaterm will work with the Customer to review and configure the desired Report Types for your installation from the list below during project scoping.

Offence Type Offence Type Offence Type
Hit & Run/Leaving the scene Co1lision Threats and Intimidation Fraud/Theft by Deception Lost Property Theft from Person Theft of Service
Burglary of a non~residence lheft Purse Snatching Credit/Debit Card Fraud (Commercial only)
Burglary of Residence Theft by Shoplifting Impersonation Burglary of Shed/Detached Theft from Building Identity Theft Garage/Storage Unit
Auto Theft Attempt Theft from Coin Operated Child Custody Interfere Machine/Device
Damage/Vandalism Theft from Auto Criminal Trespass
Graffiti Theft of Auto Parts Viol of Court Order (NON EPO) ~ssault (Simple) Theft Wiolation of Protective Order
1 Overview
Attachment B
Statement of Work
This document is the Statement of Work defining the principal tasks, activities and responsibilities of the parties involved in the implementation of Case Service Reporting.

This project is a collaboration between the Parties and is contingent upon both entities fulfilling their respective responsibilities as defined in the Agreement and this Statement of Work.

1.1 Project Summary and Objectives
This project will implement Versaterm's Case Service, for the Customer.

The project objectives include:
• Versaterm will work with the Customer to configure and implement Versaterm's Case Service product which provides an automated community engagement solution for citizens to complete initial reports for designated non-emergency calls.

The Case Service product allows reporting parties to complete system guided reports online. This solution streamlines police operations by freeing up officer time previously required to respond and take those reports. The reports received by Case Service are guided by artificial intelligence conversational interviews designed to complete thorough reports that meet Federal National Incident-Based Reporting System (NIBRS) and State requirements in the United States and Canadian Centre for Justice Statistics (CCJS)/Uniform Crime Reporting (UCR) requirements in Canada.
2 Roles and Responsibilities

2.1 Project Management Overview
The Parties shall each appoint a Project Manager for the Project with the experience, knowledge and authority to mal<e decisions and carry out the tasks in the Project Implementation Schedule and this Statement of Work. The Project Managers will be the primary points of contact between the Parties during the Project. The project will be managed and supported remotely.

The Parties' Project Managers will be responsible for directing and managing the Project to meet the Project objectives. The Parties Project Managers will be responsible for managing their respective Project Team resources and ensuring that Project Team members fulfill their responsibilities. Each Project Manager will be responsible for providing the resources necessary for their team to complete their responsibilities (personnel, documents, physical areas, etc.}, and will be responsible for coordinating administrative and technical decisions on the Project.

2.2 Project Management Tools
The following project artifacts will be maintained on the VERSATERM hosted Microsoft Teams project site:

Project Activation Playbook (an excel workbook with the below designated sections to guide the project implementation}
a) Project Timeline I) Guardrails (Agency designated rules and limitations for automated b) Project Member Contact Information reports)
c) Task List g) Agency Configuration Acceptance Checklist d) Site Configuration options list h) Issues List (to track Pre-Live and Close Support Tickets) e) List of Standard Case Service Report Types i) Training Plan j) Go-Live Checklist
VERSATERM shall give the Customer's project team access to the above via a client/project specific Teams collaboration project site.

2.3 Versaterm Project Manager
Project management services are a large part of what Versaterm provides and occurs throughout the Project as part of every task. The Versaterm Project Manager is responsible for, but not limited to, the following:

2.3.1 Planning and Execution
• Maintain Project Activation Playbook on the Teams project site (the Activation Playbook will be drafted by the Versaterm PM and posted. The Customer team will have collaborative access to it thereafter}
• Ensure Versaterm tasks are executed on time

2.3.2 Communications
• Update the Playbook (Excel Workbook} identifying overall project status, outstanding issues, risks, action items and upcoming events • Conduct, or participate in, regular conference calls (frequency of meetings will be based on the stage of the project and agency need} to discuss project status updates, open issues, and identified risks
• Work with Customer Project Manager and staff to resolve identified issues and mitigate project risks identified as requiring action

2.3.3 Resource Management
• Manage internal Versaterm resources and efforts (technical tasks, implementation tasks, support during the Activation, Testing and Training phases) • Communicate with Customer resources regarding work effort in coordination with the Customer Project Manager

2.3.4 Implementation Management
• Guide and assist the combined project teams during Initiation, Activation, Training, Testing and Go-Live
• Provide and coordinate support during cutover and through the Close Support period

2.3.5 Project Contract Management
• Prepare project Change Orders as required
• Oversee invoice preparation

2.4 Customer Project Manager
The Customer's Project Manager is responsible for overseeing the implementation of the Project on the Customer's sites. The Customer's Project Manager is responsible for, but not limited to, the following:
• Maintaining regular communications with the Versaterm Project Manager • Managing the efforts of the Customer's staff
• Ensuring Customer tasks are handled on time as per the agreed to Project schedule and Activation Playbook
• Coordinating Customer activities with the Versaterm Project Manager • Tracking and resolving outstanding Customer issues and action items for Project Activation Playbook in a timely manner
• Requesting, discussing, and reviewing Change Orders prepared by the Versaterm Project Manager
• Coordinating approval and execution of Change Orders as needed

2.5 Key Project Resources Roles and Responsibilities
This section describes the roles and responsibilities of key Project resources throughout the duration of the Project.

2.5. 1 Versaterm Responsibilities
Versaterm's overall responsibility is to establish a designated Project Team for the duration of this project. The Project Team will have the expertise to carry out the assigned Project tasks and responsibilities. As the Versaterm Project Team members will not be 100% dedicated to this project, Versaterm is also responsible for ensuring that the team members have ample time to fulfill their responsibilities according to the Project Implementation Schedule.

2.5.2 Versaterm Project Team
The Versaterm Project Team will consist of a Project Manager/ Implementation Specialist, and a Technical Lead.

The Versaterm Project Manager/ Implementation Specialist is responsible for delivering the Configuration workshops to the Customer Project Team, assisting the Customer in configuring Case Service, reviewing business re-engineering options and coordinating the work of anyVersaterm support staff.

2.5.3 Customer Responsibilities
The Customer's overall responsibility is to establish a designated Project Team for the duration of this project. The Project Team members should have the expertise to carry out the assigned Project tasks and responsibilities as indicated in this Statement of Work. The Customer must ensure that Customer personnel have ample time, resources, and expertise to carry out their assigned Project tasks and responsibilities. The Customer must have the authority or access to someone who can make decisions (in a timely manner).

The Customer is responsible to establish/allow access to the Case Service Cloud hosted environment from PD workstations with approved Browsers. '

2.5.4 Customer Project Team
The Customer will provide a Project Team consisting of, but not limited to, the following roles, which may change based on project need (a single person may be assigned multiple roles):
• Project Manager (with decision making authority)
• Technical Lead
• System Administrator
• GIS Specialist
• Operational Specialist (Detectives/Officers)
• Records Specialist
• Call Center Specialist/Front Desk Staff

2.6 Change Orders
All changes to the project scope or that have a financial impact will be mutually agreed upon and, if required, documented via the mutually agreed upon Change Order Process. 3 Statement of Worl< Tasl<s
This section describes the Project's major implementation tasks, identifying Parties responsibilities, prerequisites, Versaterm deliverables and completion criteria for each task.

The precursors, start dates and durations, and responsible resources for each task are tracked in the Project Implementation Schedule Statement of Work tasks outlined below and the tasks in the Project Implementation Schedule may not always start and complete in a sequential manner.

All tasks in this section are to be done within the timeline as specified in the approved project plan and in accordance with the agreed upon scope of the Contract.

3.1 Planning Phase-Task1
Tasl< #1 .2 Execute Contract
The Project will officially start upon the Effective Date of the Agreement.

Leading up to this task, the Parties Project Managers will have coordinated and completed all Scoping and Contract Negotiation efforts and have agreed in principle on the updated framework of the Contract and implementation time line for the project.

3.2 Project Initiation Phase-Task 2
Tasl< #2.1 initiate project
In this task, the Parties Project Managers will hold a meeting to initiate the project. The Project Managers will establish the Project Activation Playbook which will include a Communication Plan.

Versaterm Responsibilities
• Schedule the meetings to initiate the project with the Customer Project Manager.
• Collaborate with the Customer's Project Manager to review the Project Activation Playbook.
• Collaborate with the Customer's Project Manager to establish and confirm the Communication Plan.
• Identify to the Customer the recommended Versaterm Case Service tables that can be initially loaded with local values (for the purposes of the Configuration Worl<shops}, such as but not limited to: Officer ID numbers, user accounts and offense codes.
• Adjust and finalize the Case Service Project Implementation Schedule.

Customer Responsibilities
• Coordinate the meeting to initiate the project with the Versaterm Project Manager.
• Collaborate with the Versaterm Project Manager to establish and confirm the Communication Plan.
• Assign resources to provide information to load the Versaterm Case Service tables.
• Provide Versaterm with local values for initial loading into the Versaterm Case Service tables.
• Review and finalize the Case Service Project Implementation Schedule • Identify and verify Customer resources are available.

Task #2.2 Project Kickoff Meeting
Parties Project Managers will collaborate to develop the agenda and materials for a Project Kick-off meeting to introduce the project to Customer Project Team and key stakeholders.

This meeting will include a high-level presentation covering the following topics:
• Overall project scope
• Parties' Project Team introduction
• Parties' Project Team requirements, roles, and assignments • Project Implementation Schedule
• System implementation approach options
Versaterm Responsibilities
• Work with the Customer to develop the Kickoff Presentation. • Coordinate/conduct the Project Kickoff meeting.

Customer Responsibilities
• Provide location and logistical support for Project Kickoff meeting. • Invite Project Team and other key stal<eholders to attend meeting. • Coordinate/participate in the Project Kicl<off presentation.

3.3 Activation Phase-TASK 3
The purpose of the Activation Phase is to build and configure the System. Versaterm will setup and configure an internal Case Service Test environment, in accordance with the agreed to Project Schedule. The resulting deliverable will provide a platform for the Customer's Onboardingteam to access for Testing and Acceptance.

Task #3.1 Setup/Configuration of Case Service Customer Environment Case Service is fully integrated into the vRMS enabling a much smoother workflow for online reporting. Reports are approved in Case Service and then flow into the vRMS for assignment and follow-up. Case Service Investigative conversations can be adjusted to fit the agency's reporting and investigative needs. Any required modifications and customizations will be evaluated to determine if they fall into a standard/ included category or if they are non-standard and complex, they may require additional scope and/or cost. The Activation Phase (configuration activities) is a collaborative and iterative effort between both parties to prepare the Customer's environment for Testing and Training.

Versaterm Responsibilities
• Create a new Customer site within the Case Service TEST environment • Load initial values into the Versaterm Case Service tables using data provided by the Customer
• Configure the application for Customer
• Setup and configure customer integration to the vRMS TEST environment • Provide requirements to the Customer for connectivity to the Versaterm Case Service
• Provide application connectivity instructions and URLs Customer Responsibilities
• Assist Versaterm as needed
• Provide GIS shapefiles and map packages as required to create the Master Street Index file configuration
• Work with Versaterm to identify the initial tables to be loaded such as User Identification Numbers, Offense Codes, and other codes from the Customer's MRE Extract Files
• Create user accounts required by the Customer's Implementation Team to access the Case Service application
Tasl< #3.1.1 Software Subscription Begins
This task signifies that the cloud tenant has been installed and the annual subscription begins.

Versaterm Responsibilities
• Provide Software as a Service (SaaS), fully managed Software and Environment.

Customer Responsibilities
• Pay the invoice as per terms identified in the Agreement.

Tasl< #3.2 Review and Finalize Case Service activatioN
Driven by the discussions and decisions made during configuration, the Versaterm team will remotely demonstrate/review the configured Case Service Software with the Customer implementation team in the Customer's TEST environment.

Versaterm Responsibilities
• Finalize the configuration of the Versaterm Case Service Software • Perform Server and Connectivity Testing
• Ensure Case Service Access for Project Team
• Populate/Update core Case Service tables
• Configure/ReviewWorkflow and test scenarios
• Configure/Review Case Service Standard Reports
• Configure/Review Security
Customer Responsibilities
• Worl< with Versaterm to finalize the setup of the system environment • Review the configuration of the Versaterm Case Service Software • Perform Server and Connectivity Testing
• Confirm Case Service Access for Project Team
• Confirm core Case Service tables have been populated/updated • Confirm Workflow and test scenarios
• Confirm Case Service Standard Reports
• Confirm Security

3.4 Training Phase-TASK 4
The Case Service Administrator Training and the Train the Trainer sessions intend to train a Case Service subject matter expert at the agency and others who will be conducting testing and user training. The agency Case Service subject matter expert would be the agency administrator of the system and would be responsible for maintaining the system and will have access to the configuration area of the program. The Trainers would be responsible for ongoing training for personnel that would be utilizing the system (e.g. approving reports submitted by the citizens in Case Service}, to include new users and ongoing training to keep the users up to date with updates and best practices. The agency Case Service administrator and Trainers should be able to explain and train all other agency users and staff.

Task #4.1 Conduct Administrator/Trainer Training
The details below cover the main topics that should be covered during the training process. Administrator(s} will get the complete training and the Trainers will get the training designated for them. These training presentations can be found in the agency activation SharePoint folder.

Versaterm Responsibilities
• Provide Case Service standard Training presentation and demonstration materials
• Conduct the Administrator Training Session
• Conduct the Train the Trainer (Users} Training Session Customer Responsibilities
• Coordinate the location and scheduling of the Training Sessions for Customer's Case Service core team
• Reproduce and provide the required Training to participants • Ensure that the designated participants attend the scheduled applicable Training Session(s}

3.5 Testing Phase-TASK 5
The purpose of Agency Configuration Acceptance Testing is to verify that the fully configured System, including the workflows and business processes such as data entry, reports, notifications, tasks, etc. meet the functional requirements described in the Agreement and system documentation and to confirm a go-live date.

Task #5.1 Agency Configuration Acceptance Testing
The Agency Configuration Acceptance Testing occurs after the Configuration Phase and Administrator/Trainer Training Phase of the implementation. The Agency Configuration Acceptance Test plan/checklist (contained in the Project Activation Playbook} provides details regarding the strategy, status, acceptance, problem tracking (and remedies}, and completion criteria.

Versaterm Responsibilities
• Prepare the Agency Configuration Acceptance Testing plan/checl<list • Provide support to the Customer as it conducts the Agency Configuration Acceptance Testing
• Review, verify, and correct all defects classified as CRITICAL/MAJOR required for Production use of the system reported by the Customer
Customer Responsibilities
• Execute the tasl<s detailed in the Agency Configuration Acceptance Test plan/checl<list
• Confirm configurations match specifications as detailed in the Activation Playbool<
• Report all defects to Versaterm
• NotifyVersaterm in writing (email) when Agency Configuration Acceptance Testing is completed
Tasl< #5.2 Declare System Ready for Use
This tasl< signifies that Versaterm has delivered all required software, Administrator/Trainer training, Agency Configuration Acceptance Testing, and remedied all errors that are critical for the Customer to launch a public facing Live Case Service system.

Versaterm Responsibilities
• Issue written (email) notice to the Customer that the System is Ready for Public Live
• Address any defects mutually identified by the Parties as having to be corrected prior to the System being launched as Public Live
Customer Responsibilities
• Within five (5) Business Days after receiving Versaterm's "Ready for Public Live" notification, review the System's status and outstanding issues list and mutually identify with Versaterm any defects that must be corrected prior to turning the system on for the public (live activation).
• Issue a written (Email) notice to Versaterm that the Customer has verified and accepted the configuration as ready for the Public Live launch.

3.6 Production Cutover Phase -TASK 6
Task #6.1 Production Use
• Versaterm will assist and support the Customer in placing the System into Production Use/Public Live
Versaterm Responsibilities
• Collaborate with the Customer to determine the date and time of the System cutover for Production Use/Public Live
• Provide sufficient resources at least one (1) full Calendar Day prior to System cutoverto assist the Customer's Project Team in preparing • Point Case Service to Customer's production (Live) RMS, complete minimally evasive live testing
• Assist the Customer in placing the system into a Production Use/Public Live status
• Monitor the initial operation of the System and answer any operational questions raised by the Customer
Customer Responsibilities
• Collaborate with Versaterm to determine the System Cutover date and time • Customer IT coordination with Versaterm for Case Service integration with production RMS
• Customer website links, application linl<s, and landing page information updated to new links and processes
• Live activation of Case Service will delete all test data from Case Service • Coordination with Call/ Dispatch Center(s)
• PIO update/Public announcement
• Customer Command Staff notified
• Ensure staff is trained, available and ready to immediately keep up with workflow • Provide trained personnel to be the first line of Support to help with questions and training follow-up as needed

3.7 Production LIVE/Support Period-TASK 7
Task #7.1 PRODUCTION SUPPORT Begins
This task signifies that the system is in production use and the support period begins.

Versaterm Responsibilities
• Provide remote support as outlined in Annual Subscription Support Terms.

Customer Responsibilities
• Triage Citizen and Agency user reported issues and relay to Versaterm.

Executed as of the day and year first above stated.

CITY OF SACRAMENTO
A Municipal Corporation
By:

Print Name:

Title:

For: Leyne Milstein, Interim City Manager
APPROVED AS TO FORM:

Angel~2512:58 PST)
City Attorney
ATTEST:

City Clerk
Exhibits
List Exhibits Here

CONTRACTOR
Versaterm Public Safety US, Inc.

NAME OF FIRM
FEIN: 86-0960454
Federal I.D. No.
6111406
State I.D. No.
1114458
City Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
__ Individual/Sole Proprietor
_lili__ Corp. (may require 2 signatures)
__ Limited Liability Company
__ Partnership
__ Other (specify: ________ __,
wan-en Loon-fir
Warren Loomis (Jan 24, 2025 08:00 EST)
Signature of Authorized Person
Warren Loomis, Chief Executive Officer
Print Name and Title
Additional Signature (if required)
John Faulkner, Chief Financial Officer
Print Name and Title
Professional Services Signature Page-Approved by City Attorney 1-31-2024

Sacramento City CouncilMarch 4, 2025

Sacramento City Council
March 4, 2025