CITY OF SIMI VALLEY
MEMORANDUM
July 21,
2025
TO: City Co
uncil
FROM: D
epartment of Administrative Services
SUBJECT
: APPROVAL OF CONTRACT WITH VERSATERM PUBLIC SAFETY, INC.
FOR MIGRATION OF THE POLICE DEPARTMENT’S COMPUTER AIDED
DISPATCH AND RECORDS MANAGEMENT SYSTEM TO A CLOUD-
BASED SOLUTION AND FOR CONTINUED MAINTENANCE, SUPPORT
AND SERVICES AND AUTHORIZATION FOR THE CITY MANAGER TO
APPROVE AMENDMENTS AND ADDENDUMS AS NECESSARY
STAFF RECOMMENDATION
It is
recommended that the City Council:
1. Approve the Master Softwar e Agreement (page 4) and Service Schedule with Exhibit 1 (page 30) with Versaterm Public Safety, Inc. for the m igration of the Police Department’s Computer Aided Dispatch (CAD) and Records Management System (RMS) to a cloud-based system and for c ontinued maintenance, support and ser vices for the Police Department’s CAD/RMS systems; and
2. Authorize the City Manager to amend the term s of the contract and/or amend the contract for the addition of services and modules and as sociated costs by a total contract amount not to exceed of $5,954,027.
BACKGROUND AND OVERVIEW
On Dece
mber 9, 2002, the City entered into a contract with Versaterm Public Safety, Inc. (Versaterm) for a Computer -Aided Dispatch and Records Management System (CAD/RMS). The Simi Valley Police Department (SVPD) relies on the CAD/RMS system from Versaterm to perform its daily duties.
Current
ly, this system runs on computer hardware located in the Police Facility.
Versaterm now offers a cloud- based solution and is transitioning its customers to this Software-as-a-Service (SaaS) platform. In 2020, the City began preparing to migrate to the cloud-based solution. Funding was included in the FY 2021-22 Adopted Budget and will be reflected in future budgets as recurring costs. The project was put on hold pending completion of infrastructure improvements. With the infrastructure improvements completed, the City is ready to move forward with the migration from on-premise servers to the cloud- based solution for Verasterm. Staff has negotiated a new agreement with Versaterm, which includes legacy pricing from 2020 and operational benefits such as enhanced system reliability, improved disaster recovery capabilities, and access to future advanced tools.
AGENDA ITEM NO.
Consent (5)
FINDINGS AND ALTERNATIVES
Highl
ights of the Cloud-based Versaterm solution include:
• Fully
redundant systems
• Fault-tolerant data centers
• High Availability
• Scalability
• Full security compliance to the latest standards/requirements • Secure framework for data witheverything encrypted, both in transit and at rest • 7x24x365 expertise and system management provided by Versaterm • Latest software updates, security patches, and around-the-clock monitoring Migration of the system to the cloud will result in an additional one-time cost and ongoing costs to the City:
• Vers
aterm charges a one-time fee of $89,900 to migrate the system and data. • Versaterm’s annual maintenance fees will increase by $72,600 for the cloud hosting fees with a maximum escalation factor of 6% thereafter.
Non-tan
gible savings include system upgrades that will be performed by Versaterm, along with operating system updates, 7x24 system management, redundant data centers, system monitoring and increasing the availability of Police Department Information Services staff to work on other Police software and system improvements. Funding for this software migration is included in the adopted FY 2025-26 Annual Budget. While this migration is currently being offered as an option, Versaterm has indicated this migrati on will be required of all their customers within the next few years, likely at a higher cost.
Staf
f is requesting the City enter into a new Agreement with a term of 10 years due to the Police Department’s satisfaction with, and reliance on, the CAD/RMS systems, and the high cost and effort to replace them. The Agreement will allow for the addition of new services and new modules to the CAD/RMS systems with an addendum signed by the City Manager, allowing the City to maximize the functionality of the CAD/RMS systems.
The 10
-Year cost for the upgrade, maintenance, support and services, with a 5% contingency and funds to cover ongoing costs of modules that may be added during the term of the contract, is $5, 454,027. The Agreement includes an additional $500,000 to cover costs of purchasing and implementing new modules, required custom programming, and other services needed to allow the systems to meet the Police Department’s needs. The Agreement specifies a total contract amount not to exceed of $5,954,027 (See Attachment A and Attachment B pages 4 and 30).
The fol
lowing alternatives are available to the City Council:
1. Approv
e the A greement with Versaterm for the migration of the Police Department’s Computer Aided Dispatch and Records Management System (CAD/RMS) to the cloud and for continued maintenance, support and services for the Police Department’s CAD/RMS systems;
2. Auth
orize the City Manager to amend the terms of the contract and/or amend the contract for the addition of services and modules and associated costs by a total contract amount not to exceed of $5,954,027.
3. Prov
ide staff with additional direction.
2 Staff recommends Alternative Nos. 1 and 2.
SUGGESTED CITY COUNCIL MOTION
I move that
the City Council:
1. Approve the M
aster Software Agreement (page 4) and Service Schedule with Versaterm Public Safety, Inc. for the migration of the Police Department’s Computer Aided Dispatch (CAD) and Records Management System (RMS) to a cloud-based system and for continued maintenance, support and services for the Police Department’s CAD/RMS systems; and
2. Authoriz
e the City Manager to amend the terms of the contract and/or amend the contract for the addition of services and modules and associated costs by a total contract amount not to exceed of $5,954,027.
SUMMARY
The Simi V
alley Police Department relies on a Computer -Aided Dispatch and Records Management System (CAD/RMS) from Versaterm to perform its daily duties. Currently, this system runs on computer hardware located in the Police Department. Versaterm is now offering a cloud-based solution and is transitioning its customers to this Software-as- a-Service (SaaS) platform. This migration will incur one- time fees of $89,9 00 and recurring costs of $72,600, which are included in the FY 2025-26 Adopted Budget. Staff is recommending the City Council enter into the necessary agreement with Versaterm for the migration of the Police Department ’s Computer -Aided Dispatch and Records Management System (CAD/RMS) to the cloud and authorize the City Manager to amend the terms of the contract as necessary.
_________________
___________________
Carolyn Johnson
Director Administrative Service
Prepared by: D
onna Price, Enterprise Systems Analyst
INDEX Page
Versaterm Public Safety, Inc. Master Software Agreement ..................................4 Versaterm Service Schedule -CAD RMS vCloud Migration with Exhibit 1...........30 3 MASTER SOFTWARE AND SERVICES AGREEMENT
Thi
s Master Software and Services Agreement ("MSA") is m ade effective as of the date of the last signature set forth on the signature page hereto (the “Effective Date”):
BETWEEN:
City of Simi Valley, a municipal corporation, (hereafter referred to as "Customer") –and–
Versaterm Public Safety Inc., a corporation incorporated under the laws of the Province of British Columbia, (hereafter referred to as "Versaterm")
Background
A. Versaterm (including its affiliate s) develops, and licenses proprietary software related to public safety agencies.
B. The parties contemplate that from time -to-time Customer will wish to obtain , and Versaterm will provide, a license and associated services from Versaterm to permit Customer to such software and related materials , all of 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 Parties 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, 4 including, without limitation, information concerning a Party's actual and potential customers and other Intellectual 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 kept 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 “CPI” means for Customer located in Canada the consumer price index published by Statistic Canada on the 1st of the year and for Customer located in the United States the c onsumer price index for all urban consumers published by the U.S. Bureau of Labor Statistics on the 1st of the year .
1.4 "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 any Versaterm Data.
1.5 "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 Work Order, which shall be at Customer's expense.
1.6 "Enhancements" means any changes or additions to the Software, that improve functions, add new functions, improve performance, 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.
1.7 "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.
1.8 “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.
1.9 "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.
1.10 "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, 5 software (including its source code), tools, products knowledge, know- how, including without limitation, trade secrets, and other materials or things.
1.11 "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.
1.12 “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.
1.13 "Licensed Materials" means collectively the Versaterm Platform, Software, and the User Documentation.
1.14 "Maintenance and Support Fees" means the fees charged by Versaterm in respect of maintenance and support services as further identified in a Service Schedule.
1.15 "Network Aggregator Provider" means a third party service provider that offers connectivity services to securely link separate networks.
1.16 “Open Source Software Components” means software programs, libraries, or distributables (commonly known as “public”, “open source” or “free” software) made publicly available by the copyright holders.
1.17 "Party" means either Customer or Versaterm and "Parties" means both.
1.18 "Person" means any individual, company, corporation, partnership, government or government agency, authority or entity howsoever designated or constituted.
1.19 "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, or the public internet.
1.20 “Professional Services” all professional services purchased by Customer in respect of the S ubscription Services or use of Software (if installed on Customer’s premises) , including implementation services, data migration, spec ialized support , training services and any other services as further described in a Service Schedule or Statement of Work.
1.21 "Service Schedule" means the applicable written document, signed by Customer and Versaterm, which incorporates by reference the terms and conditions of this MSA, the terms 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.
1.22 "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 6 be developed by or for Versaterm during the Term; and (d) all formulas, routines, subroutines, algorithms, concepts, techniques, know- how and ideas implemented or embodied in any of the foregoing, in any form. For the avoidance of doubt, Software excludes Third Party Components.
1.23 “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.
7 1.24 "Subscription Fee" means the fees charged by Versaterm in respect of the Subscription Service or in respect of the provision of Software to Customer on an on-premises basis, as further identified in a Service Schedule as further identified in a Service Schedule.
1.25 "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.
1.26 “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.
1.27 “Term” means the term set out in Section 3, paragraph (a).
1.28 “Third Party Data” means any data owned by a third party that the Customer accesses via the Software.
1.29 “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)).
1.30 “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.
1.31 "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 by Versaterm, in written or online electronic form.
1.32 "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.
1.33 "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. 8 2. S cope of Agreement
(a) 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 will be specified in a Service Schedule. If there is a conflict between a Service Schedule and this MSA, th e S
ervice 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. (b) 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 (“APIs”) if any, to the Software and the terms and conditions upon which same will be provided; v. the Fees , including onboarding fees, escrow agreement fee s 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;
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. E ffective Dates.
(a) This MSA shall have a term of ten (10) years from the Effective Date, unless earlier terminated in accordance with the provisions under Section 19. Notwithstanding any 9 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 term specified in that Service Schedule.
(c) Upon expiration of each Subscription Term, unless otherwise specified in the applicable Service Schedule, all rights to access and use or the license to use Licensed Materials, as applicable, granted under such Service Schedule and this MSA shall automatically be renewed for additional one (1) year periods, and Versaterm will invoice Customer at the then-current subscription -based price for such additional Subscription Term year at V
ersaterm’s then-current rates, subject to the cap set forth in Section 8(g ) (or such other rates mutually agreed by the Parties) , unless a Party provides written notice to the other Party to terminate at least sixty (60) days prior to the expiration of the Subscription Term or any renewal term.
4. Li cense
(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;
(v) give any Person other than its employees, consultants, contractors and/or clients o f
C
ustomer 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;
10 (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 APIs, other than the APIs expressly authorized for use by Versaterm, wit h t
he Software or use any authorized APIs 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 supervision, 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. C ustomer’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 th e 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 a
nd 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 Network Aggregator Provider's network's failure to deliver communication to and from the Versaterm Platform on a timely basis.
(b) Customer 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.
(c) Customer 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.
11 (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 o
f 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. O wnership
(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.
(d) All data generated, collected, or processed in connection with the services provided under this contract shall be owned exclusively by Customer.
7. C ustomer 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 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 12 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 responsibl e 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 back up of the Customer Data or any portion thereof.
(c) 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.
(d) Versaterm is not currently Service Organization Control 2 (SOC 2) compliant but is actively working toward achieving SOC 2 compliance as part of its ongoing commitment to data security and industry best practices. While certification is not yet in place, V ersaterm maintains robust security controls and continues to enhance its internal processes in alignment with SOC 2 requirements.
(e)
Versaterm shall comply with applicable privacy laws and regulations to the extent those laws apply to Versaterm’s role as a service provider or data processor , including but not limited to the California Consumer Privacy Act (CCPA), regarding the handling and disclosure of data. The Parties acknowledge that the Customer is the business, and Versaterm is the service provider as defined under the CCPA.
Versaterm shall process personal information solely on behalf of Customer and in accordance with Customer’s instructions.
(f) In the event of a security breach or unauthorized access to Customer D ata, Versaterm shall notify the Customer’s designated representative(s) within 24 hours.
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. 13 (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 by the 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.
(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 th e 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 6%.
(h) This Agreement shall not exceed the amount of $ 5,954,027 for the Term of the Agreement. In no event can any payments to Versaterm exceed such amount without a valid amendment to this Agreement signed by both parties.
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
14 (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 o ther 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 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 Pa rty 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 10. (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 Versaterm 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 15 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:
(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 softwa re, 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:
16 (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
(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 t
he 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. C ustomer'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 Indemnitee”), 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 third 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 Indemnitees from any liability of any kind a full release wit h
r
espect 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 any Versaterm Indemnitee.
15. E xclusion 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", 17 “WHERE-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. THE REPRESENTATIONS AND WARRANT IES 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 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 RISK
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 LACK 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 S ECTION SHALL NOT APPLY TO DAMAGES ARISING FROM VERSATERM’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
18. Insurance.
18 Versaterm shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Versaterm, its agents, representatives, or employees. Versaterm shall procure and maintain for the duration of the Agreement insurance claims arising out of their professional services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
Mi
nimum Scope and Limit of Insurance. The minimum scope and limit of insurance requirements does not in any way represent or imply that the minimum insurance coverage required is sufficient to cover Versaterm’s obligations under this agreement. 19 Coverage shall be at least as broad as:
(a) Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000
pe
r occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
(b) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than
$1,000,000 per accident for bodily injury and property damage. (c) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Contractor hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.
(d) Cyber Insurance/Technology Professional Liability (Errors and Omissions) Insurance appropriate to Versaterm’s profession, with limits not less than $2,000,000 per
occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Versaterm in this agreement 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.
The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Versaterm.
If
Versaterm maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Versaterm. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions:
Ad
ditional Insured Status
The City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers are to be included as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Versaterm inclu ding materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of a blanket endorsement to Versaterm’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not avail able, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).
20 Primary Coverage
For any claims related to this project/contract, Versaterm’s insurance coverage shall be primary and non- contributory and at least as broad as ISO CG 20 01 12 19 as respects the City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and v olunteers. Any insurance or self-insurance maintained by the City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers shall be excess of Versaterm’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
U
mbrella or Excess Policy
Versaterm may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non- contributory, additional insured, Self -Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until Versaterm’s primary policies are exhausted.
N
otice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.
W
aiver of Subrogation
Versaterm hereby grants to City a waiver of any right to subrogation which any insurer of Versaterm may acquire against the City by virtue of the payment of any loss under such insurance. Versaterm agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
S
elf-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.
A
cceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City.
C
laims Made Policies
If any of the required policies provide coverage on a claims-made basis:
• Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. • I
f coverage is canceled or non- renewed, and not replaced with another claims- made p
olicy form with a Retroactive Date prior to the contract effective, or start of work date, Versaterm must purchase extended reporting period coverage for a minimum of three (3) y
ears after completion of contract work.
21 V
erification of Coverage
Versaterm shall furnish Client with Certificates of Insurance including all required amendatory endorsements and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Client before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Versaterm’s obligation to provide them.
S
ubcontractors
Versaterm shall contractually require and verify that all Subcontractors maintain Insurance applicable to their scope of work meeting all the Indemnity and Insurance requirements required of Versaterm under this contract and shall also require its subcontr actors provide endorsements (i) Naming City of Simi Valley as an additional insured (ii) Agreeing that the subcontractor’s coverage shall be primary and shall not require contribution from City’s insurance or self-insurance program and (iii) Waiver of subrogation rights in favor of City and provide proof of such upon request to the City.
For CGL coverage, subcontractors shall
provide coverage with a form at least as broad as CG 20 38 and CG 20 40.
19. T ermination.
In addition to any other rights or remedies hereunder:
(a) Both P arties reserve the right to terminate this MSA or any Service Schedule for convenience by providing thirty (30) 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 Intellectua l Pro
perty 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 of the 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 and/or any Service Schedule 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 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. 22 (e) Either party has the right to terminate this MSA and/or any Service Schedule if a Forc e M
ajeure event suspends performance of this Agreement for a period of forty-five (45) days or more.
20. Ord erly Termination
(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 p
ossession 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 Sectio n 2 0(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. S uspension
If Customer has materially violated the MSA or any Service Schedule, including failure to pay a
ny Fees or any portion thereof when due (other than invoiced amounts disputed in 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.
23 22. R elationship
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 betwee n t
hemselves. Neither Party shall have the right to bind the other to any Service Schedule with a t
hird-party or to incur any obligation or liability on behalf of the other Party.
23. No tices.
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 th ird 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 Inc.
1331 Clyde Avenue, Suite 400
Ottawa, Ontario, Canada
K2C 3G4
A
ttention: Legal Department
e-mail: [email protected]
To Customer at:
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attention: Department of Administrative
Services
e-mail: [email protected]
24. W aiver.
Any waiver of, or consent to depart from, the requirements of any provision of this MSA or a S
ervice Schedule or SOW shall be effective only if it is in writing and signed by the Party giving i
t, 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 thi s MS
A 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. 24 25. A ssignment .
Customer may not assign any rights or benefits under this MSA (including a ny Service S
chedules 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 writte n 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, merge r, or acquisition.
26. F orce Maj eure.
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 commercially 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. Se verability .
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 provisio ns
o
f this MSA, Service Schedule or SOW shall not be affected thereby and shall remain valid and enforceable.
28. Su rvival .
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 p
ursuant 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, 36, 37, 38, 39, 40, 42 and 4 3.
29. H eadings
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. 25 30. C urrency
Unless otherwise specified, all references to monetary amounts, including the symbol "$", are in respect of United States Dollars.
31. B enefits
This MSA and any Service Schedule or SOW made pursuant to this MSA shall be binding upon a
nd enure to the benefit of the Parties and their respective successors and permitted assigns.
32. I nterpretation
In this MSA and 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. G ood Faith Discussions
Prior to the commencement of any legal proceeding under this MSA or any Service Schedule o
r 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. A mendments.
None of this MSA shall be changed or amended except in writing by an amendment executed by authorized representatives of each Party.
35. Ad ditional Products and Services.
Customer may purchase additional products and services by executing a mutually agreed upon Service Schedule and Statement of Work signed by authorized Versaterm representatives and Customer’s City Manager. Changes or amendments to an executed Service Schedule or Statement of Work shall be mutually agreed to in writing and signed by authorized Versaterm representatives and Customer’s City Manager. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the Service Schedule or Statement of Work.
26 36. G overning 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 with the laws of the State of California and the applicable federal laws of the United States (excluding any conflict of laws rule or principals that might refer such construction to the laws of another jurisdiction).).
37. E ntire Agreement .
(a) This MSA, together with each Service Schedule and SOW and all schedules attachments a
nd 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 t
here are no warranties, representations, or covenants between the Parties in connection with this MSA, except as specifically set forth or referred to in this MSA. (b) Each Party acknowledges that it has not been induced to enter into this MSA or an y S
ervice 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.
38. C onsultants 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.
39. H osting 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 t
he 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.
27 40. Language.
T
he Parties have expressly required that this MSA and all documents and notices relating hereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais.
41. P ublicity/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 an d
o
ther marketing materials.
42. C ounterparts.
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 e lectronic 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. T he e
xecution 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.
43. U nited 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.
44. E xtending 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.
[remainder of page left intentionally blank]
28 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the Effective Date.
Attest: City of Simi Valley, A Municipal
Corporation
By :
Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California
Approved as to Form: Versaterm Public Safety, Inc.
By :
Algeria R. Ford, City Attorney
P rint Name: John Faulkner
Approved as to Content: Title: Chief Financial Officer
By :
Samantha C. Argabrite, City Manager
P rint Name: Adam Schwartz
T itle: Chief Revenue Officer
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Carolyn Johnson
Administrative Services Director
29 v2 241025 Page 1 of 15
Service Schedule – CAD RMS SaaS (vCloud) Migrations
This Service Schedule No. 001 is effective as of the last date of signature of the MSA (“Effective Date”) and is made by City of Simi V alley ("Customer") and Versaterm Public Safety, Inc. ("Versaterm"). This "Service Schedule" and its exhibits are incorporated into that certain Master Software and Services Agreement dated ____ _ between Customer and Versaterm ("MSA"). The terms 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 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.
1. Pu
rpose and Previous Agreements
The City of Simi Valley wishes to migrate their existing vCAD and vRMS on-premise systems, as provided pursuant to the Integrated Police Systems Agreement between the City of Simi Valley and Versaterm Inc. dated December 9, 2002, to the Versaterm vCloud System.
Upon each of the Go Live dates of the vRMS and the vCAD, as further defined in the Statement of Work (Exhibit A.1), this Service Schedule and the MSA shall supersede all prior respective vRMS and vCAD agreements and understandings, oral, written, and impli ed between the Parties with respect to the subject matter hereof. All such prior agreements and understandings are terminated and deemed of no further force or effect. These agreements are:
1.1. The Integrated Police Systems Agreement #500-001 between the City of Simi Valley and Versaterm Inc., dated December 9, 2002, and any amendments thereto.
2. Definitions
Any capitalized word or term used in this Service Schedule but not otherwise defined herein shall have the meaning given to it in the Master Software and Services Agreement.
2.1. “Authorized User(s)” means an employee or independent contractor of Customer (to the extent such contractor is providing services to Customer), who has been authorized to use the Product.
2.2. Critical Priority Error” means complete system failure where the Subscription Service is not available for use.
2.3. “High Priority Error” means a serious problem that materially affects the operational use of the Subscription Service.
2.4. “Major Enhancement Release” means a change or new release of the Subscription Service then in use by the Customer containing new functions, features and enhancements that have become part of the standard system.
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2.5. “Minor Enhancement Release” means a change or new release of the Subscription Service then in use by the Customer designed to correct Problem(s) and/or provide minor functionality additions.
2.6. “Onboarding Services” means the evaluation, consultation, implementation, customization, configuration, development of interfaces, and other services provided by Versaterm in connection with the Subscription Service, as detailed in Exhibit A, and all of its sub-exhibits.
2.7. “On-Site Software” means Software, as defined in the MSA, that are installed and used on Customer’s own systems or premises, on the license terms set out herein.
2.8. “Product” means the computer programs and User Documentation provided by Versaterm and which the Customer is authorized under this Service Schedule to use in the course of their normal operations, including Product Update(s) and Product Upgrade(s) used by the Customer.
2.9. “Problem” means a failure of the Subscription Service to function substantially in accordance with the Documentation.
2.10. "Production Use" means the use of one or more functional application components to collect and manage real police information for the purpose of serving actual police needs; this is in contrast to "testing mode", where real police information may be used, but only for the purpose of evaluation and testing.
2.11. “Support Authority” means the Customer’s designated employee(s) authorized to approve additional, separately billable time & materials support work, beyond that included in this Service Schedule.
2.12. “Support Contact” means Customer’s designated employee, a consultant providing services directly to the Customer, or another designated Customer representative with whom Versaterm will communicate when providing Support. The Support Contact must be knowle dgeable about how the Subscription Service is being used and must be familiar with the operating environment under which it is being used.
2.13. “Source Code” means a collection of computer instructions written using a human-readable programming language. Source Code includes all material including, but not limited to, design documentation, Software Documentation, reference manuals, libraries for t he Software, and interface software, in any form (printed, electronic, or magnetic).
2.14. “Third Party Application” means a third -party service by a Third Party Provider(s) approved by Versaterm to which the Customer and any Authorized User facilitates Versaterm’s access to, and use of the Subscription Service, via an application programming interface or other means.
2.15. “Third Party Components” means any components of the Subscription Service provided by third parties, including open source components and third party proprietary software or services (e.g.
Amazon Web Services (AWS)).
2.16. “Third Party Data” means any data owned by a third party that the Customer accesses via the Subscription Service
2.17. “Third Party Providers” means third parties, including other vendors, federal agencies, state/provincial agencies, and local agencies that control products and/or databases with which the Subscription Service are to be interfaced but for the avoidance of d oubt shall not include any Third Party Suppliers.
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2.18. “Third Party Suppliers” means any party who provides products and/or services, including Open Source Software and Third Party Components that contribute to the overall Subscription Service provided to the Customer by Versaterm.
3. Service Schedule Information
3.1. Software and Authorized Users:
Software Software Description
vCAD Workstation Police 13 Installs
vCAD MapViewer Desk Station Licenses 13 Installs
Browser Status Screen (BSS) Site
vCAD MapViewer Base Package Site
vGIS Interface Toolkit 1 Install
Versaterm Message Controller (VMC) Site
vRMS Remote vCAD / Licenses 128 Concurrent Users
vMDT Licenses 100 Installs
vMDT Map Licenses 100 Installs
vMobile Licenses Site
E911 Interface Site
Coplink Data Extract Site
Crossroads Citation & Collision data import Site
LInX Data Extract Site
VCIJIS Query Site
AXON BWC Extract Site
Police CAD/RMS Gateway Site
NCIC Message Switch Site
NCIC Transaction Maintenance Tool Site
CAD/RMS/MDT NCIC Link Base Package Site
AVL Integration Package Site
vRMS 128 Concurrent Users
vMRE Licenses 100 Installs
vMobile Licenses Site
Initial Subscription Term:
RMS: From the date of Production Use, as defined in the Statement of Work (Exhibit A.1), and continues until the following June 30th.
CAD: From the date of Production Use, as defined in the Statement of Work (Exhibit A.1), and continues until the following June 30
th.
3.2. Fees:
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a. One-time vCAD Professional Services Fees: $44,950, invoiced in accordance with the table below.
Professional
Service
SOW
Task #
Fees
Subtotal
Invoicing
Provisioning CAD
DEV/Test
2.5 $13,485 30% of the Professional Services Fees
invoiced upon completion of SOW task.
CAD Ready for
Production Use
2.11 $31,465 70% of the Professional Services Fees
invoiced upon completion of SOW task.
b. One-time vRMS Professional Services Fees: $44,950, invoiced in accordance with the table below.
Professional
Service
SOW
Task #
Fees
Subtotal
Invoicing
Provisioning RMS
Dev/Test
2.6 $13,485 30% of the Professional Services Fees
invoiced upon completion of SOW task.
RMS Ready for
Production Use
2.12 $31,465 70% of the Professional Services Fees
invoiced upon completion of SOW task.
c. Initial vCAD and vRMS Subscription Fee:
CAD: $267,619
RMS: $119,907
Product 2025 On Premise
Maintenance
+ vCloud Hosting = Initial Subscription Fee
CAD $231,319 $36,300.00 $267,619
RMS $83,607 $36,300.00 $119,907
It is expected that the Customer will pay the 2025 On Premise Maintenance Fees for RMS and CAD in full by Customer’s on- premise 2025 maintenance renewal date of July 1 st, 2025. As such, t he vCloud Hosting Fees for RMS and CAD shall be pro -rated to the following June 30th and invoiced upon Production Use.
d. Subsequent Subscription Fees
The annual Subscription Fee for subsequent years of Subscription Service (each a “Subscription Renewal Term”) shall be paid in full and in advance of the Subscription Renewal Term.
3.3. Egress and Connectivity
Versaterm will provision redundant Customer VPN end points for up to 2 connections. Each VPN connection has two tunnels that should be configured by Customer to provide redundancy.
Customer is responsible for providing and configuring the required Customer Gateway VPN hardware and software.
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Customer Data shall be made available for egress for a total of 150 gigabytes per month. Any egress connectivity beyond this rate shall be charged periodically at prevailing rates at the time and shall be paid in full when and as required, and also according to the termination provisions set forth in Section 20 “Orderly Termination” of the MSA.
3.4. Database / Disk Storage
Initial Database Storage
a. The initial database storage shall be made available as follows:
- a maximum of 50 gigabytes for the RMS Production Databases; - a maximum of 50 gigabytes for the RMS Production Read-Replica Databases; - a maximum of 50 gigabytes (combined) for the RMS Test/Implementation and Training Databases.
- a maximum of 50 gigabytes for the CAD Production Databases; - a maximum of 50 gigabytes for the CAD Production Read-Replica Databases; - a maximum of 50 gigabytes (combined) for the CAD Test/Implementation and Training Databases.
b. For each Subscription Renewal Term, an automatic database storage increase of 1 0% of the initial database storage maximums, as listed in this subsection, will be provided to accommodate storage growth over time. For example, if it’s an increase of 10% : Year 1 - 50GB, Year 2 - 55GB, Year 3 - 60 GB, Year 4 - 65 GB, Year 5 - 70 GB.
Initial Disk Storage
a. The initial disk storage (for multimedia attachments and logs) shall be made available for a total maximum of 300 Gigabytes.
b. For each Subscription Renewal Term, an automatic disk storage increase of 10% of the initial disk storage maximum, as listed in this subsection, will be provided to accommodate storage growth over time. For example, if it’s an increase of 10%: Year 1 – 300 GB, Year 2 – 330 GB, Year 3 – 360 GB, Year 4 – 390 GB, Year 5 – 420 GB Any storage use beyond these allocations will be charged at the current prevailing rates, and shall be paid in full when and as required and in accordance with Section 20 “Orderly Termination” of the MSA.
Versaterm will notify Customer of current database/disk storage consumption prior to the annual subscription renewal to allow Customer can take appropriate action (e.g., increase storage).
4. Invoices
Versaterm shall send invoices to Customer at the following e -mail address:
[email protected]
Should invoice email address change, Customer shall promptly notify Versaterm.
5. Onboarding
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5.1. Exhibit A to this Service Schedule shall include the following documentation detailing each party’s roles and responsibilities for the onboarding of the Subscription Service:
Exhibit A.1 – Statement of Work
Exhibit A.2 – Project Implementation Schedule
Exhibit A.3 – Interface Control Document (ICD)
6. License
6.1. Compliance
The Customer will be responsible to Versaterm for compliance by Customer and all its Authorized Users of the terms of this Section 5 of this Service Schedule.
6.2. License for Use - Subscription Service
Subject to the terms and conditions of the MSA and this Service Schedule, and the payment of the applicable Fees, Versaterm hereby grants to Customer, for use by its Authorized Users, a non- exclusive, non -transferable, non- sublicensable license to access the Subscription Service, as further detailed in Section 3. The Subscription Service shall be accessible through a designated secure internet platform during the Term solely for the Customer’s use in conjunction with the Customer’s operations , and not for resale, access by third- parties, or for other commercial purposes. Apart from the rights enumerated herein, the Subscription Service do not include a grant to the Customer of any right to use, nor any ownership right, title, or other interest, in or relating to Subscription Service, nor in any copy of any part of the Subscription Service.
6.3. License for Use - On-Site Software, if applicable
Subject to the terms and conditions of the MSA and this Service Schedule, and the payment of the applicable Fees, and where applicable, Versaterm hereby grants to the Customer, for use by its Authorized Users , a non -exclusive license to use the On -Site Software , as further detailed in Section 3. The On-Site Software may only be used solely for the Customer’s use in conjunction with the Customer’s operations. Apart from the rights enumerated herein, the l icense does not include a grant to the Customer, of any right to use, nor any ownership right, title or other interest, in or relating to the On-Site Software, nor in any copy of any part of the On-Site Software.
6.4. Copies of User Documentation
Versaterm will provide Customer with access to the User Documentation , as may be updated from time to time. The Customer may use the User Documentation solely in connection with the use of Subscription Service, and may reproduce the User Documentation, provided that each copy thereby produced shall be marked with Versaterm’s proprietary markings as delivered to the Customer. The Customer shall not use, print, copy, translate or display the User Documentation in whole or part for any reason other than those expressly authorized herein.
6.5. Restrictions on Use
In addition to the license restrictions set forth in Section 4 of the MSA, t he Customer and its Authorized Users will not and will not knowingly permit any third party to: (i) share the Customer’s or any Authorized User’s login credentials; (ii) copy, modify, adapt, translate, or make derivative works of the Subscription Service , Third Party Data, or Third Party Components, or otherwise make any use, resell, distribute or sublicense the Subscription Service, Third Party Data or Third 35 v2 241025 Page 7 of 15
Party-Supplied Components other than as permitted herein; (iv) create or augment any mapping- related dataset including a mapping or navigation dataset, business listings database, mailing list, or telemarketing list for use in an implementation that is not connected to the services; (v) hide or obscure any Authorized User’s location with malicious intent or purpose; (ix) permit access or use of the Subscription Service for any activities other than to enhance the Customer’s own services, where reliance solely on or failure to use the Software could lead to death, personal injury, or property damage. The Customer and its Authorized Users will not access the Subscription Service if in direct competition with Versaterm and will not allow access to the Subscription Service by any party who is in direct competition with Versaterm and/or its Affiliates, except with Versaterm’s prior written consent.
6.6. Third Party Applications
If Customer installs or enables a Third Party Application for use with the Subscription Service, Customer grants Versaterm permission to access Customer Data stored on that Third Party Application as required for the interoperation of that Third Party Application with the Subscription Service. In no event will Versaterm be responsible for any Third Party Application, or any failure of a Third Party Application to properly interoperate with the Subscription Service . If Versaterm receives information that a Third Party Application may violate any applicable laws or third -party rights, Customer will, promptly upon receiving notice of the foregoing from Versaterm, disable any connection between such Third Party Application and the Subscription Service to resolve the potential violation (and if Customer fails to promptly disable such connection, Versaterm shall have the right to do so).
6.7. Third Party Components
Where there are any inconsistencies or conflict between the terms and conditions of Third Party Components and the terms herein, such additional terms shall govern the Customer’s use of the applicable Third-Party Component. Third Party Component license(s) are restricted for use solely with Subscription Service.
VERSATERM, NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD PARTY COMPONENTS, NOR THE PROVIDERS' OR MANUFACTURERS’ AGENT, MAKES NO EXPRESS
OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD PARTY COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
6.8. Third-Party Data
Customer shall access and use the Third-Party Data in accordance with the terms and conditions of the agreement between the Customer and the provider of such Third Party Data. VERSATERM,
NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD PARTY DATA, NOR THE PROVIDERS OR MANUFACTURERS’ AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF
ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD -PARTY DATA AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
6.9. Customer Data
As between Versaterm and Customer, Customer owns and shall retain all rights, title, and interest, including, without limitation, all Intellectual Property Rights, in and to Customer Data.
Customer shall have the sole responsibility for the accuracy, quality, and legality of the Customer Data, including obtaining all rights and consents necessary to share the Customer Data with Versaterm as set forth in this Agreement. Versaterm shall not access Customer user accounts or Customer Data except: (i) in the course of data center operations, (ii) in response to services or 36 v2 241025 Page 8 of 15
technical issues, (iii) as required by the express terms of this Agreement, or (iv) at Customer’s written request. Versaterm shall not collect, access, or use user- specific Customer information except as strictly necessary to provide the Subscription Service to the Customer.
6.10. Software Enhancements and Optional Modules
Versaterm shall supply the following, subject to the Customer’s payment of applicable Fees, and subject to and in accordance with the license rights, restrictions, terms, covenants, conditions, warranties, limitations, exclusions, and other provisions set forth herein:
a. Major Enhancement Release(s) and/or Minor Enhancement Release(s) if any, to the Customer at no additional charge.
i. In the event of a Major Enhancement Release, Versaterm will deploy such upgrades to the Customer’s systems, as scheduled in advance, with appropriate notification to the Customer. Customer shall have 60 days to test the Major Enhancement Release, after which, it becomes part of the Software.
ii. In the event of a Minor Enhancement Release, Versaterm will deploy such updates to the Customer’s system, as scheduled in advance, with appropriate notification to the Customer. With the goal of keeping such environments reasonably current, the Customer shall have 5 days to test the update, after which, the update shall become part of the Software.
b. Interface modules that are developed by Versaterm for interfacing the Subscription Service to other software products; provided, that such modules are specifically included herein. c. Changes to Subscription Service . Versaterm software operates on a variety of common web browser types. Versaterm reserves the right to provide the Subscription Service using only Versaterm Certified Browsers.
6.11. Disclaimer on Use
THE AUTOMATIC VEHICLE ROUTING RECOMMENDATION COMPONENT (“AVRR COMPONENT”), IF LICENSED UNDER THIS AGREEMENT, IS INTENDED FOR USE AS ONE
FACTOR IN DETERMINING THE BEST VEHICLE ROUTING FOR THE CUSTOMER AND IS NOT
INTENDED TO BE USED AS THE SOLE SOURCE FOR DETERMINING ROUTING, NOR WHICH VEHICLES TO DEPLOY TO ADDRESS ANY EMERGENCY SITUATION. THE AVRR COMPONENT
IS HEAVILY DEPENDENT ON THE QUALITY OF THE SOURCE MAPPING INFORMATION
INPUTTED BY OR ON BEHALF OF C USTOMER AND VERSATERM WILL HAVE NO
RESPONSIBILITY OR LIABILITY FOR ANY ROUTING ERRORS AND/OR DELAYS, NOR ANY
RESULTANT DAMAGE OR LOSS ARISING AS A RESULT OF THE MAPPING DATA OR FOR ANY
DAMAGES OR LOSS CAUSED BY ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE AVRR COMPONENT.
7. Subscription Support
7.1. Site Access
37 v2 241025 Page 9 of 15
When reasonably requested by Versaterm, the Customer shall provide access to its premises, staff, and authorities, provided Versaterm staff meet the security requires defined in Section 9 of this Service Schedule.
7.2. Software Support
During Production Use, Versaterm may make Support available through access to Versaterm’s designated internet platform, and direct contact with the Customer. Such Support may consist of the periodic review of current outstanding questions and usage issues, new and upcoming releases of Major Enhancement and Minor Enhancements, and the periodic review of potential environment changes that could impact the use of the Subscription Services.
7.3. Regular Telephone Support
During Production Use , Versaterm will make Support available by telephone to the Support Contact at substantially all times from 7:30 a.m. (EST) until 5:30 p.m. (Customer local time) each day except Saturdays, Sundays, and legal holidays in the jurisdiction of the Customer. To the extent possible by telephone, email, and remote communication, Versaterm will attempt to identify and provide a workaround for the Problem and will use reasonable efforts to provide a final solution for the Problem, if that applies. Versaterm will normally respond to a telephone requests for Critical Priority Errors and High Priority Errors within thirty (30) minutes of receipt of the call.
7.4. 7x24 Emergency Telephone Support
Versaterm will provide 7x24 Telephone Support that extends Support for problems identified as Critical Priority Error and High Priority Error to include all hours not already provided for within Regular Telephone Support. 7x24 Telephone Support allows the Customer’s internal support staff that are technically capable and who first troubleshoot the problem, to authorize Versaterm to provide 7x24 Telephone Support.
7.5. Termination of Corrective Action
Versaterm may, but need not, terminate its corrective efforts under this Exhibit at any time if, in its business judgment:
a. The Customer fails to perform its obligations described herein; or b. The Customer is not using the then current unmodified version of the Software or other versions of the Software then supported by Versaterm; or c. Versaterm and/or the Customer is not able to reproduce the Problem in the applicable operating environment and verify that the Problem is in fact in the Software and not elsewhere; or
d. The Problem is not material; or
e. Further corrective efforts are not appropriate because the Problem has been identified and is caused by an external factor not within Versaterm’s control; or f. Versaterm has declared the Problem as probably being caused by something external to the supplied Subscription Service, such as aberrations within the client’s network (LAN and/or WAN and/or related network equipment). Versaterm will terminate work on this Problem unless the Customer authorizes further diagnosis effort that may be billable separately under this Agreement when and if the suspected external problem source is confirmed. If confirmed as being caused by an external source, then such work 38 v2 241025 Page 10 of 15
will be billed on a time and materials basis at the then prevailing hourly rates for Support (whether within or outside normal support hours) and can be authorized by e-mail by the designated Support Authority or other as designated in writing to Versaterm as having that authority.
7.6. Third Party Applications
Responsibilities for Planned Updates.
Customer shall provide Versaterm with prompt notice, and in no case fewer than sixty (60) days’ advance notice, of any update by the Third Party Provider of a Third Party Application. Subject to alignment with Versaterm’s cloud patch schedule, Versaterm shall undertake commercially reasonable efforts to patch or update the Software in order to integrate it with the updated Third Party Application.
Responsibilities for Planned Upgrades.
Customer shall provide Versaterm with prompt notice, and in no case fewer than ninety (90) days’ advance notice, of any planned upgrade by the Third Party Provider of a Third Party Application.
Subject to alignment with Versaterm’s cloud patch schedule, Versaterm shall evaluate the time and resources required to patch or update the Software in order to integrate it with the upgraded Third Party Application. The Parties shall engage in good faith negotiations to agree on the terms (including, without limitat ion, schedule and price) on which Versaterm would develop a patch, update, or upgrade to integrate the Software with the Third Party Application.
8. System Performance and Availability Standards
This Section 8 sets forth the performance and availability standards to which the Versaterm vCAD and vRMS Software is expected to perform, provided Customer meets Versaterm’s recommended hardware and network specifications, including server, desktop workstation and mobile configurations, and that the Customer uses the Software according to its intended design. Server hardware and software requirements, minimum workstation configurations, and network requirements are detailed in Customer Supplied Hardware and Third-Party Software (Exhibit A.4). Specifications and requirements are subject to change to support future Major Enhancement Releases.
The measured times exclude any factors that may be caused by factors outside of Versaterm’s control, such as, but not limited to, the network.
8.1. vCAD Transaction Response Times
The vCAD Software performance is based on transaction response times, which are measured from operator action until visual response is observed or until the operation is completed.
Expected response times are not for data -dependent transactions, such as , but not limited to, displaying data lists, displaying dashboards, querying external interfaces, attaching files, printing, or performing browse searches. For such types of data -dependent transactions, the response time results may vary depending on the amount of data involved, the sizes of the files involved, or the types of search criteria entered.
Below defined response times do not include dispatch recommendations/dispatching using AVL or AVRR, unless specified.
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The approach taken will be to measure the performance of a series of identified transactions from a vCAD call- taker/dispatcher workstation while the Subscription Service is under normal and reasonable workload within the Production Use environment. Delays caused by the network will not be included in the response times.
When measuring response time, no browse transactions (ad -hoc queries against the database using the browse functions) or vCAD reports will be processed. The response times will be measured from vCAD workstations that meet the recommended workstation requir ements as defined herein.
Running a vCAD session (i.e. signed on as a dispatcher), the following times should not be exceeded:
Transaction #1 Display “Add Call” form. Measured from the time the ‘add call’ function key is pressed until the form is displayed.
Excludes first time the ‘Add Call’ form is invoked (form is being cached).
1 second
95% of the time
Transaction #2 Display call in queue - measured from when “ENTER” is pressed on completed call screen and the call is displayed in the pending queue.
2 seconds
99% of the time
Transaction #3 Validate address (from time last character entered to the display of district/beat/grid or invalid location form or display of matching street list). From time user tabs out of location field until successful geocoding occurs. Assumes full street name is entered or 2 full street names are entered for intersections.
2 seconds
99% of the time
Transaction #4 Status change for single unit (enroute, onscene) - measured from when ”ENTER” is pressed and unit status results are displayed on unit status.
2 seconds
95% of the time
Transaction #5 Retrieve Call using call number as a parameter. - measured from when call number is entered and “ENTER” is pressed until call is displayed.
2 seconds
99% of the time
Transaction #6 Display the recommended response units for the incident, measured from when the user enters the DP (Dispatch
Recommendation) command to when the recommended
units are displayed on the dispatcher screen. Assumes non- AVRR dispatch recommendation of 10 units or under.
2 seconds
99% of the time
Navigational Transactions
Navigational transactions involve the ease of movement from screen to screen or field to field.
The response time for navigational transactions is expected to usually take one second (or less).
Examples include:
- Tabbing from field to field in any screen within the Software - Looking up valid values for a coded field
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8.2. vRMS Transaction Response Times
The vRMS Software performance is based on transaction response times, which are measured from operator action until visual response is observed or until the operation is completed. The types of transactions that have predictable response times include the majorit y of navigational and maintenance transactions.
Versaterm does not provide expected response times for data-dependent transactions, such as, but not limited to, displaying data lists, displaying dashboards, uploading MRE reports from the MDT, querying external interfaces, attaching files, printing reports, or performing browse searches. For such types of data -dependent transactions, the response time results may vary depending on the amount of data involved, the sizes of the files involved, or the types of search criteria entered.
Navigational Transactions
Navigational transactions involve the ease of movement from screen to screen or field to field.
The response time for navigational transactions is expected to usually take one second (or less).
Examples include:
- Tabbing from field to field in any screen within the Software - Looking up valid values for a coded field
Module Load Transactions
Module load transactions involve the loading of a program module/feature that requires loading an application and initializing the functions. The response time for module load transactions is expected to usually take two second (or less). Examples include - Loading of programs to access modules within the Software (e.g. loading the General Offense (GO) Report program from the main Records menu (of the vRMS application) Maintenance Transactions
Maintenance transactions involve add/update transactions in the backend database tables. The response time for maintenance transactions is expected to take three seconds or less. Examples include:
- Saving new or updated information entered into the Software screens, such as adding or updating a General Offense screen (note: transaction response time does not include the time required for the end-user to make a decision if prompted by the vRMS)
8.3. Availability Standards
During Production Use of the Subscription Service, the vCAD or vRMS Software shall be available in the production environment 99.99% of the time. The following specifications define both availability and the method by which it is calculated:
Availability is expressed as a percentage of the maximum expected availability over a given period.
The Software shall be available seven days per week, 24 hours per day. The percentage availability for any period will be calculated as follows:
(Total Hours in Period – Hours System Unavailable) x 100 / Total Hours in Period 41 v2 241025 Page 13 of 15
"Unavailability" is where the vCAD and/or vRMS Software is completely and generally unavailable for the Customer’s use (but not the use of any one Authorized User, or subset/group of users; or access from any one vCAD desktop, or group of vCAD desktops), and does not include any unavailability attributable to:
a. Scheduled downtime for maintenance;
b. Scheduled downtime for Major Enhancement Releases and Minor Enhancement Releases;
c. scheduled downtime for operating system patch updates; d. downtime for upgrades or updates to system software components and tools integrated as part of the Subscription Services;
e. downtime for upgrades or updates to cloud-based Third-Party Software Components and services integrated as part of the Subscription Services; f. downtime related to connectivity issues resulting from Customer or third-party-provided or managed Direct Connect or VPN access to hosted server or Customer internal network problems; Customer will be responsible for immediately notifying Versaterm of all third - party-managed VPN access and internal or external (e.g. internet service provider) network problems that arise;
g. an incident resulting from data or infrastructure or network provided and/or performed by the Customer;
h. acts or omissions of Customer or any Customer user, Authorized User, or any employee, agent or independent contractor of the Customer;
i. lack of availability or untimely response from the Customer that require the Customer’s participation for resolution;
j. the Customer’s negligence or breach of the Customer’s material obligations under the MSA or Service Schedule;
k. any other cause(s) beyond Versaterm’s reasonable control, including but not limited to those caused by Third Party Data, Third Party Applications, Third Party Provider, or Third Party Components or other third party software, as well as overall internet congestion, denial of service attack, or a force majeure event.
9. Security
9.1. All personnel Versaterm employs pursuant to this Service Schedule shall be subject to Versaterm’s background and security checks and screening (collectively “Background Screening”) at Versaterm's sole cost and expense as set forth in this paragraph. The Background Screening shall include, as a minimum, criminal record checks, local police record checks, and credit checks. Any additional Background Screening required by the Customer must be agreed to by Versaterm and may be at additional cost.
9.2. FBI CJIS Security Addendum. Versaterm agrees to the terms and requirements set forth in the Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Addendum for the Term of this Service Schedule.
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10. Transition Assistance
10.1. Upon termination of the MSA or this Service Schedule for any reason, and subject to Fees due being paid in full, Versaterm will return Customer’s data in a CSV or other mutually agreed upon format for each record (“Record”) and provide them to the Customer for download. Records can be uploaded to Customer’s new system by the Customer or its new vendor. The transition assistance described in this Section 10.1 is included in the Fees . All other Fees are due and payable up to the cut-off date of the Subscription Service.
10.2. As an optional Transition Assistance, Versaterm shall provide, at an additional fee, the database and other managed-services, as mutually agreed upon.
10.3. Notwithstanding the foregoing, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the Effective Date.
Attest: City of Simi Valley, A Municipal
Corporation
By:
Lucy Blanco, City Clerk DeeDee Cavanaugh, Mayor of the City of Simi Valley, California
Date:
Approved as to Form:
Versaterm Public Safety, Inc.,
By:
Algeria R. Ford, City Attorney
Print Name:
Approved as to Content: Title:
Date:
By:
Samantha C. Argabrite, City Manager
Print Name:
Title:
Johanna Medrano,
Deputy Administrative Services Director/ Date:
Budget & Purchasing
Carolyn Johnson
Administrative Services Director
44 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1
Statement of Work
45 EXHIBIT 1
Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
Table of Contents
1 Statement of Work - General Information ................................................................................ - 3 -
1.1 Project Management ....................................................................................................................................- 3 -
1.2 Roles and Responsibilities .............................................................................................................................- 3 - 2 Onboarding Tasks .................................................................................................................... - 4 -
2.1 Execute Contract ...........................................................................................................................................- 5 -
2.2 Establish the Customer’s Onboarding Team ...............................................................................................- 5 -
2.3 Project Initiation Planning ............................................................................................................................- 6 -
2.4 Establish communication to AWS ................................................................................................................- 7 -
2.5 Provisioning CAD Development/Test and Training Environment ...............................................................- 9 -
2.6 Provisioning RMS Development/Test and Training Environment ..............................................................- 11 -
2.7 Provisioning CAD Production Environment .................................................................................................- 12 -
2.8 Provisioning RMS Production Environment .................................................................................................- 13 -
2.9 Data Migration ..............................................................................................................................................- 14 -
2.10 Install, Configure & Test Interfaces ..............................................................................................................- 16 -
2.11 CAD System Ready for Use ...........................................................................................................................- 18 -
2.12 RMS System Ready for Use ...........................................................................................................................- 18 -
2.13 CAD System Cutover to Production Use ......................................................................................................- 19 -
2.14 RMS System Cutover to Production Use ......................................................................................................- 20 - 1 Interface Control Document Overview ..................................................................................... - 26 - 2 Secure Communications Requirements .................................................................................. - 26 -
2.1 File Transfers .................................................................................................................................................- 26 -
2.2 Secure Communications ...............................................................................................................................- 26 -
2.3 ODBC Connections ........................................................................................................................................- 27 -
2.4 Web Services .................................................................................................................................................- 27 - 3 Versaterm-Supplied Interfaces ................................................................................................ - 28 - 4 Tasks and Responsibilities ...................................................................................................... - 30 -
4.1 Versaterm Responsibilities ...........................................................................................................................- 30 -
4.2 Customer Responsibilities ............................................................................................................................- 30 -
46 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
1 Statement of Work - General Information
This Exhibit A.1 – Statement of Work (SOW), sets forth the tasks, activities, responsibilities, and deliverables of the Parties to uplift the Customer’s CAD/RMS system to the Versaterm vCloud SaaS solution as defined in the MSA and Service Schedule (the “System”). Versaterm shall provide the Services to configure, migrate existing data, integrate, host, manage and provide access to applications, software, databases, platforms, infrastructure and other tools and modules as set forth in the Service Schedule, governed by the Master Service Agreement.
The SOW tasks outlined below may not always start and complete in a sequential manner and may overlap by mutual agreement.
1.1 Project Management
Versaterm and the Customer shall each appoint a Project Manager for the Project who shall be the primary point of contact between the Parties during the Project. The Project Managers from Versaterm and Customer will be responsible for directing and managing the Project in order to meet the Project objectives.
The Project Managers must be fully knowledgeable of the objectives of the Project; empowered to provide access to its resources (personnel, documents, physical areas, etc.); and responsible for administrative and technical decisions on the Project.
The Project Managers shall be responsible for managing their respective Project team’s resources and responsibilities.
1.2 Roles and Responsibilities
This section describes the roles and responsibilities of the following Project resources throughout the duration of the Project:
A. Versaterm’s Project Manager
B. Customer’s Project Manager
1.2.1 Versaterm’s Project Manager
Project management services are a large part of what Versaterm provides and occur throughout the Project as part of every task. Versaterm’s Project Manager is available to Customer on a daily basis every Business Day and not just at designated points in time. Versaterm’s Project Manager is responsible for (but not limited to) the following:
A. Maintaining regular effective communication with Customer’s Project Manager.
B. Managing the efforts of Versaterm’s staff and coordinating Versaterm’s activities with Customer’s Project Manager.
C. Maintaining an Action Item Log to identify outstanding tasks and issues and identifies who is responsible for the outstanding tasks and issues.
D. Tracking overall Project status.
E. Conducting weekly conference calls, or as mutually agreed upon, with Customer’s Project Manager to discuss the Project’s status, any encountered or anticipated problems along with mitigation efforts for them, upcoming activities, and expected participation in these activities by Customer’s team.
47 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
F. Providing timely responses, no later than ten (10) Business Days, to issues raised by Customer ’s Project Manager.
G. Monitoring the Project to ensure that support resources are available as scheduled and as identified in this SOW.
H. Coordinating and overseeing the installation and configuration efforts of all interfaces included in the Contract.
I. Preparing Change Orders and, when required, Amendments, in consultation and at the request of Customer’s Project Manager.
J. Overseeing invoice preparation in conformance with the Contract.
1.2.2 Customer's Project Manager
Customer’s Project Manager is responsible for and involved throughout the entire Project. The Customer’s Project Manager is responsible for (but not limited to) the following:
A. Maintaining regular communications with Versaterm’s Project Manager.
B. Managing the efforts of Customer’s staff and coordinating Customer ’s activities with Versaterm’s Project Manager.
C. Ensuring that Customer’s personnel have ample time, resources, and expertise to carry out their assigned Project tasks and responsibilities.
D. Participating in regular conference calls (e.g., weekly) with Versaterm’s Project Manager to discuss Project status updates, any encountered or anticipated problems along with mitigation efforts for them, upcoming activities, and expected participation in these activities by Customer’s team.
E. Following-up and tracking outstanding Customer issues and action items for Action Item Log.
F. Providing timely responses, no later than ten (10) Business Days, to issues raised by Versaterm’s Project Manager.
G. Facilitating communication between Customer , and Third Party resources and Versaterm’s resources for interface and Data Migration tasks.
H. Managing communications with, and tracking and managing assigned Project tasks and their completion by, third parties involved in the Project that are directly under contract with Customer or outside agencies.
I. Requesting, discussing, and reviewing Change Orders and Contract Amendments mutually prepared by Versaterm's Project Manager and Customer’s Project Manager.
J. Coordinating approval and execution of Change Orders and Contract Amendments as needed.
2 Onboarding Tasks
Onboarding Services means the evaluation, consultation, implementation, and other services provided by Versaterm in connection with the implementation of the Product, as further described in this SOW.
The major Onboarding tasks during the Project are i dentified and described in this section of the SOW, including for each task: Customer’s and Versaterm’s responsibilities, prerequisites, associated Deliverables and Completion/Acceptance criteria.
48 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
2.1 Execute Contract
This task represents the start of the Project where the Contract is formally executed.
2.1.1 Versaterm Responsibilities
A. Arrange for proper signature of the Contract by Versaterm's authorized personnel.
2.1.2 Customer Responsibilities:
A. Obtain required authorization to execute the Contract.
B. Arrange for proper signature of the Contract by Customer’s authorized personnel.
2.1.3 Prerequisites
A. None
2.1.4 Deliverables
A. Fully executed Contract
2.1.5 Task Completion/Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer’s satisfaction:
A. The Contract is properly executed by the Parties.
2.2 Establish Customer’s Onboarding Team
In addition to a full-time Project Manager, Customer will establish an onboarding team (Onboarding Team) to represent technical and operational areas. Customer's Onboarding Team will be composed of Customer personnel and will consist of at least 1 member from the following job classifications:
A. Communications
B. Patrol Officer
C. Patrol Supervisor
D. Information Technology – System Administrator
E. RMS Business Analyst – System Administrator with report writing emphasis/skill This list will be refined during task completion. The operational resources will be mainly required for testing purposes.
The composition of Customer’s Onboarding Team may change during the Project due to changes in the job responsibility of team members (promotions, transfers, etc.) and due to other factors beyond Customer’s ability to control (health issues, termination, etc.). Customer will replace Onboarding Team members in a timely manner should replacement be required.
2.2.1 Versaterm Responsibilities
A. Collaborate with Customer ’s Project Manager to refine the staffing and time allocation requirements of team members should such refinement be required.
B. Review and comment on the composition of the proposed team. 49 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
2.2.2 Customer Responsibilities
A. Collaborate with Versaterm's Project Manager to refine the staffing and time allocation requirements of team members should it be required.
B. Identify team members and their expected time allocation to the Project.
C. Obtain authorization from management for each team member’s expected level of participation in the Project.
D. Customer’s Project Manager will provide contact information and roles and responsibility information for the Customer’s Onboarding Team membership to Versaterm’s Project Manager for review and comment.
2.2.3 Prerequisites
A. None
2.2.4 Deliverables
A. Identified members of the Customer’s Onboarding Team
2.2.5 Task Completion/Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction:
A. The members of Customer’s Onboarding Team have been identified.
B. The members of Customer’s Onboarding Team have been authorized to participate in the Project at the required level of commitment of time.
2.3 Project Initiation Planning
This task includes the following subtasks:
A. Review the expected project schedule.
B. Refine the Project communication plan and establish a clear chain of communication and authority.
This task will be accomplished through a series of conference call s between Versaterm’s and Customer’s Project Managers.
2.3.1 Versaterm Responsibilities
A. Collaborate with Customer’s Project Manager to schedule and facilitate the required conference calls and discussions.
B. Review the project schedule and revise as necessary with Customer's Project Manager.
2.3.2 Customer Responsibilities
A. Collaborate with Versaterm's Project Manager to schedule and facilitate the required conference calls and discussions.
B. Collaborate with Versaterm’s Project Manager to design the format of the Project’s Action Item Log.
C. Review the project schedule and revise as necessary with Versaterm's Project Manager.
2.3.3 Prerequisites
50 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
A. Contract execution.
2.3.4 Deliverables
A. Updated Project communication plan.
B. Updated project schedule
2.3.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
For clarity, an Acceptance Certificate may be in the form of an email sent from Customer’s Project Manager, confirming acceptance of applicable Deliverables.
A. The required discussions have been held.
B. Customer and Versaterm have approved the updated Project Communication Plan.
C. Updated project schedule is approved by Customer.
2.4 Establish communication to AWS
This task is to establish connectivity between Customer and the Product installed in the Versaterm VPC (Virtual Private Cloud) in the AWS GovCloud (US) Region.
Two (2) separate VPCs are utilized. The “NonProd” account contains one VPC housing the Test and Training environments, and a second account is used for Production that only houses the Production environment.
A secure redundant connection (tunnel) shall be established between Customer and the Versaterm VPC in the AWS GovCloud (US). All customer access to the Product will be done through the secure connection. A Customer’s user must first authenticate and connect to the local Customer’s network before gaining access to the Product. This applies to all u sers, including any remote or external users. Users will not be able to access the Product without coming through the established secure tunnel between Customer and the Versaterm VPC.
All exchanges between the Product applications in the AWS GovCloud (US) and any onsite servers or services (interface servers, FTP servers, etc.) will communicate through the secure connection (tunnel) established between Customer and Versaterm VPC in AWS. There is an exception to this communication protocol, currently the Product allows SFTP file transfer interfaces to reach vCloud via an internet facing SFTP service that is locked down to whitelisted public IP sources.
Customer can connect to AWS via either a secure Customer Gateway IPSec VPN tunnel (routable through the Internet), or a Direct Connect connection to AWS. Versaterm recommends a VPN over an AWS Direct Connect for the best user experience and reliability. Costs and requirements will differ for each.
2.4.1 Versaterm Responsibilities
A. Work with Customer to review and finalize connectivity to AWS, including reviewing Customer’s connectivity requirements, security and privacy requirements, data transfer and network bandwidth requirements, and level of service required (redundancy requirements).
B. Work with Customer to confirm how Customer will connect to AWS (Customer Gateway IPSec VPN tunnel (routable through the Internet), or Direct Connect connection to AWS, or combination of both).
51 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
C. Provide a list of network ports and services that need to be enabled (opened) between Customer’s local network and AWS (both ways).
D. Versaterm will provide a list of supported IPSec VPN hardware to Customer (for the local customer VPN hardware) to confirm compatibility with AWS.
E. Versaterm will create a Customer Gateway (VPN) Configuration File (for the specific customer VPN hardware) for the Customer to load on their VPN Gateway. The Configuration File includes configuration/connectivity details to connect to the Versaterm VPC in AWS GovCloud (US).
F. Enable Customer access to the Versaterm VPC(s) in the AWS GovCloud (US) Region.
G. Define routing rules for Customer provided IP ranges, on the Versaterm core AWS VPN tunnel, for access to any Customer on premise servers/services that the Product will need access to (for interfaces, etc.).
H. Provide a Private IP range that all traffic between Customer and vCloud will be NATed to.
I. Test connectivity with Customer.
2.4.2 Customer Responsibilities
A. Provide a local network specialist that can work with Customer and Versaterm to establish required network connectivity.
B. Review network bandwidth requirements with Versaterm to determine how Customer will connect to AWS (Customer Gateway IPSec VPN tunnel, or Direct Connect connection to AWS).
C. Identify onsite servers/services/interfaces CAD/RMS to connect to.
D. Provide connectivity to AWS,
• provide a secure connection for access to the AWS GovCloud (US) Region; the connection must be capable of supporting the Customer’s bandwidth requirements identified above. • to minimize service interruptions , separate, redundant connections are required; dedicated circuits are preferred.
• if Direct Connect connection(s) to AWS is to be supported (as determined by local bandwidth and other requirements), work with Customer’s local telco provider, AWS, AWS Direct Connect Partner, and Versaterm to finalize detailed requirements and establish required Direct Connection(s) to the Versaterm VPC(s) in the AWS GovCloud Region E. Provide City Gateway VPN(s),
(for clarity, a City Gateway is a physical device or software application on Customer’s side of the VPN connection)
• provide City Gateway VPNs capable of meeting the City/Police connectivity and bandwidth requirements; City Gateway VPNs compatible with the AWS supported platform (as provided by Versaterm) are required; redundant Gateways/VPNs are also required to minimize service interruption.
• IPSec City Gateway VPNs must support and be certified for FIPS 140-2. • provide City Gateway VPN hardware (e.g. Cisco), platform (e.g. ISR Series Routers), and software version (IOS 12.4) to Versaterm.
52 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
• provide internet-routable IP address for the City Gateway VPN(s)’ external interface which Versaterm will use when creating the City Gateway (VPN) Configuration File (value must be static; the City Gateway may reside behind a device performing network address translations(NAT) ).
• provide the City BGP ASN (Border Gateway Protocol, Autonomous System Number) to use, to Versaterm, if any, which Versaterm will use when creating the City Gateway (VPN) Configuration File; otherwise, Versaterm will configure a default value of 65000 for the City Gateway BGP ASN.
• identify IP range (IP subnet pre-fixes) for any of Customer’s onsite servers that the System will need access to (for interfaces, etc.).
• enable NATing of data between the internal Customer network and vCloud as well as provide some static NATed IPs for servers and interfaces that Versaterm vCloud needs to communicate with.
• load the City VPN Gateway Configuration File provided by Versaterm , on Customer’s Gateway VPN device(s).
F. Provide a method of local auditing of connections on a per user basis.
G. Work with Versaterm to resolve any IP subnet overlap issues, and other as required.
H. Test connectivity with Versaterm (for the City, remote/external users, and Remote Partner Agencies).
I. Provide 7x24 technical network support to the Customer.
2.4.3 Prerequisites
A. Project Initiation Planning (Section 2.3).
2.4.4 Deliverables
A. List of IPSec VPN City Gateway hardware supported by AWS.
B. City Gateway (VPN) Configuration File (for the specific City Gateway hardware) for Customer to load on their VPN Gateway.
C. Enable Customer access to the Versaterm VPC in the AWS GovCloud (US) Region.
2.4.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. Customer connectivity is installed, configured, and the Customer is able to connect to the Versaterm VPC in the AWS GovCloud (US) Region.
2.5 Provisioning CAD Development/Test and Training Environment Versaterm will setup and configure a Development/Test and Training environment for the Customer, within the Versaterm Virtual Private Cloud in the AWS GovCloud (US) Region, in accordance with the agreed to project schedule.
As part of this task, Versaterm will also setup and enable user authentication against the local Customer Microsoft Active Directory (AD) store.
53 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
Once the environments are setup, Versaterm will provide the Customer with the URLs, one URL for Training and one URL for Test, for the Customer users to access the CAD in the Versaterm Virtual Private Cloud in AWS.
2.5.1 Versaterm Responsibilities
A. Create the RDS (Relational Database Service) instances for the Customer development/test and training database(s) as required and configure database backup rotations.
B. Create Customer multi-media document store (for document attachments).
C. Create Customer data store for audit and log storage (local administrator accessible).
D. Configure the application for user use.
E. Setup and configure Customer interface services for the Versaterm Message Controller (VMC) F. Configure system monitoring and alerts.
G. Create system administrator accounts to access the Customer audit files and logs.
H. Configure the Development/Test and Training environments to authenticate against the Customer’s Active Directory.
I. Provide application connectivity instructions and URLs.
J. Provide the CAD and mobile client module s of the Application Software and installation instructions.
2.5.2 Customer Responsibilities
A. Assist Versaterm in configuring the Development /Test and Training environments to authenticate against the Customer’s Active Directory.
B. Work with Versaterm to finalize the setup of the Product environments (test and confirm that the Customer users can access the Product)
C. Install the mobile client module of the Application Software on Customer workstations that will be used during the Onboarding activities.
D. Work with Versaterm to finalize the setup of the mobile workstations (install any new mobile software as required for user authentication and test and confirm that the Customer mobile workstations can access the Product).
2.5.3 Prerequisites
A. Establish communication to AWS (Customer’s responsibility).
2.5.4 Deliverables
A. Fully operational Development/Test, Training Environments containing the latest version of the CAD server software.
B. Versaterm-provided Product application connectivity instructions.
C. Fully configured and operational workstations as required to support the System’s Onboarding activities.
2.5.5 Task Completion / Acceptance Criteria
54 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
The task will be complete when all of the following actions have been completed to the Customer 's satisfaction and an Acceptance Certificate has been issued by the Customer for all Deliverables associated with this task.
A. The Product is installed, configured and fully operational on the Product’s Development/Test and Training Environments.
B. Access to the Product is verified to be operational from the Customer workstations required to support the Product’s Onboarding activities.
2.6 Provisioning RMS Development/Test and Training Environment Versaterm will setup and configure a Development/Test and Training environment for the Customer, within the Versaterm Virtual Private Cloud in the AWS GovCloud (US) Region, in accordance with the agreed to project schedule. Versaterm will provide the latest version of the RMS.
As part of this task, Versaterm will also setup and enable user authentication against the local Customer Microsoft Active Directory (AD) store.
Once the environments are setup, Versaterm will provide the Customer with the URLs, one URL for Training and one URL for Test, for the Customer users to access the RMS in the Versaterm Virtual Private Cloud in AWS.
2.6.1 Versaterm Responsibilities
A. Create the RDS (Relational Database Service) instances for the Customer development/test and training database(s), as required and configure database backup rotations.
B. Create Customer multi-media document store (for document attachments).
C. Create Customer data store for audit and log storage (local administrator accessible).
D. Configure the application for user use.
E. Setup and configure Customer interface services for the Versaterm Message Controller (VMC) F. Configure system monitoring and alerts.
G. Create system administrator accounts to access the Customer audit files and logs.
H. Configure the Development /Test and Training environments to authenticate against the Customer’s Active Directory.
I. Provide application connectivity instructions and URLs.
J. Provide the RMS and mobile client modules of the Application Software and installation instructions.
2.6.2 Customer Responsibilities
A. Assist Versaterm in configuring the Development/Test and Training environments to authenticate against the Customer’s Active Directory.
B. Work with Versaterm to finalize the setup of the Product environments (test and confirm that the Customer users can access the Product)
C. Install the mobile client module of the Application Software on Customer workstations that will be used during the Onboarding activities.
55 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
D. Work with Versaterm to finalize the setup of the mobile workstations (install any new mobile software as required for user authentication and test and confirm that the Customer mobile workstations can access the Product).
2.6.3 Prerequisites
A. Establish communication to AWS (Customer’s responsibility).
2.6.4 Deliverables
A. Fully operational Development/Test, Training Environments containing the latest version of the CAD server software.
B. Versaterm-provided Product application connectivity instructions.
C. Fully configured and operational workstations as required to support the System’s Onboarding activities.
2.6.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by the Customer for all Deliverables associated with this task.
A. The Product is installed, configured and fully operational on the Product’s Development /Test and Training Environments.
B. Access to the Product is verified to be operational from Customer workstations required to support the Product’s Onboarding activities.
2.7 Provisioning CAD Production Environment
Versaterm will setup and configure a Production environment for Customer, within the Versaterm Virtual Private Cloud in the AWS GovCloud (US) Region, in accordance with the agreed to project schedule.
Versaterm will provide the latest version of the CAD.
Once the environment is setup, Versaterm will provide Customer with the URL for Production for Customer users to access the CAD in the Versaterm Virtual Private Cloud in AWS.
2.7.1 Versaterm Responsibilities
A. Create the RDS (Relational Database Service) instances for Customer ’s Production database as required and configure database backup rotations.
B. Create Customer multi-media document store (for document attachments).
C. Create Customer data store for audit and log storage (local administrator accessible).
D. Configure the application for user use.
E. Setup and configure Customer interface services for the Versaterm Message Controller (VMC) F. Configure system monitoring and alerts.
G. Create system administrator accounts to access Customer’s audit files and logs.
H. Configure the Production environment to authenticate against Customer’s Active Directory.
I. Provide application connectivity instructions and URL. 56 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
J. Provide the CAD and mobile client modules of the Application Software and installation instructions.
2.7.2 Customer Responsibilities
A. Assist Versaterm in configuring Production environment to authenticate against Customer’s Active Directory.
B. Work with Versaterm to finalize the setup of the Product environments (test and confirm that Customer users can access the Product)
C. Install the mobile client module of the Application Software on Customer workstations that will be used during Production Use.
D. Work with Versaterm to finalize the setup of the mobile workstations (install any new mobile software as required for user authentication and test and confirm that Customer mobile workstations can access the Product).
2.7.3 Prerequisites
A. Provisioning CAD Test Environment
2.7.4 Deliverables
A. Fully operational Production Environment containing the latest version of the CAD server software.
B. Versaterm-provided Product application connectivity instructions.
C. Fully configured and operational workstations as required to support Production Use.
2.7.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. The Product is installed, configured and fully operational on the Product’s Production Environment.
B. Access to the Product is verified to be operational from Customer workstations required to support Production Use.
2.8 Provisioning RMS Production Environment
Versaterm will setup and configure a Production environment for Customer, within the Versaterm Virtual Private Cloud in the AWS GovCloud (US) Region, in accordance with the agreed to project schedule.
Once the environmen t is setup, Versaterm will provide Customer with the URL for Production for the Customer users to access the RMS in the Versaterm Virtual Private Cloud in AWS.
2.8.1 Versaterm Responsibilities
A. Create the RDS (Relational Database Service) instances for Customer ’s Production database as required and configure database backup rotations.
B. Create Customer multi-media document store (for document attachments).
C. Create Customer data store for audit and log storage (local administrator accessible).
D. Configure the application for user use.
E. Setup and configure Customer interface services for the Versaterm Message Controller (VMC) 57 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
F. Configure system monitoring and alerts.
G. Create system administrator accounts to access Customer’s audit files and logs.
H. Configure the Production environment to authenticate against Customer’s Active Directory.
I. Provide application connectivity instructions and URL.
J. Provide RMS and mobile client modules of the Application Software and installation instructions.
2.8.2 Customer Responsibilities
A. Assist Versaterm in configuring Production environment to authenticate against Customer’s Active Directory.
B. Work with Versaterm to finalize the setup of the Product environments (test and confirm that Customer users can access the Product)
C. Install the mobile client module of the Application Software on Customer workstations that will be used during Production Use.
D. Work with Versaterm to finalize the setup of the mobile workstations (install any new mobile software as required for user authentication and test and confirm that Customer mobile workstations can access the Product).
2.8.3 Prerequisites
A. Provisioning RMS Test Environment
2.8.4 Deliverables
A. Fully operational Production Environment containing the latest version of the RMS server software.
B. Versaterm-provided Product application connectivity instructions.
C. Fully configured and operational workstations as required to support Production Use.
2.8.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. The Product is installed, configured and fully operational on the Product’s Production Environment.
B. Access to the Product is verified to be operational from Customer workstations required to support Production Use.
2.9 Data Migration
All Customer data and configurations will be migrated from Customer’s Production CAD and RMS systems into the vCloud CAD /RMS System. Versaterm shall perform an unload of the existing PostgreSQL/IDS databases using Versaterm developed Genero 4GL routines. The unloaded files will also be loaded into the PostgreSQL DB engine using Genero 4GL routines.
Versaterm may need to conduct initial testing of the unload/migration process to validate the approach, including gaining an understanding of overall down time (where the CAD/RMS system will be offline) to ensure it meets Customer’s requirements, prior to committing to conducting the actual migration of the Production database using the proposed unload/load process. 58 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
To expedite the initial testing and validate the proposed approach, Versaterm will provide a virtual machine image (VM) with the PostgreSQL DB software pre-loaded for Customer to host on the Customer’s internal infrastructure. This PostgreSQL virtual server image provided by Versaterm will be used as a temporary environment for initial unload and timing tests (in the TEST environment).
Separate TEST, and PRODUCTION environments are currently supported for the CAD & RMS applications.
Only one TEST environment will be supported in vCloud. Separate database servers will be hosted for the Test, Train and PROD environments to isolate and minimize any performance impacts on the Production CAD and RMS. Only data that Versaterm provides as a core schema will be uploaded “as is” from the existing TEST and PROD databases.
Versaterm will stand up the final end- state PostgreSQL environment to be used for Customer ’s CAD and RMS applications. Configurations regarding replication into a cloud -hosted Postgres database will be handled by Versaterm. Should Customer require a different type of replication e.g. replication to an on- prem reporting database, this would be outside the scope of this SOW , however, additional options and their associated costs can be reviewed and considered.
In the case of a critical failure of the primary DB, fail-over operations to a backup vCloud DB will be handled at the database level and configured/supported by Versaterm.
Versaterm will configure the CAD /RMS applications to connect to the database. CAD /RMS system performance will be the responsibility of Versaterm.
This is a “like for like” change from one database engine to another, and Versaterm will be responsible for all changes required to restore “like for like” integrations and existing functionality between the CAD or RMS applications. Updates to the 4js Genero framework will be required. This may include an update to the desktop clients (GDC), which Customer will be required to “push” to user desktops as well as backend framework changes that Versaterm will take care of. These framework changes are covered under regular support and will not incur additional costs.
Versaterm will also need to temporarily install the 4js Genero framework on the PostgreSQL database servers to expedite the database load process. Versaterm will remove the framework once the database load has been completed.
Customer will need to provision sufficient existing server capacity (CPU/ram/storage) on the application servers (TEST, TRAIN , PROD) – from which the unload of the IDS databases will be ru n. Server capa city (CPU/ram/storage) will need to be able to sustain and support the load/capacity/performance as required to support Customer ’s operations. Note that server resources may temporarily need to be augmented during the database migration process to expedite the overall process.
Versaterm is responsible for migrating the CAD /RMS data from the current PostgreSQL/ IDS databases to PostgreSQL. T he support and ongoing maintenance and operation of the PostgreSQL database environment is also the responsibility of Versaterm. This includes ongoing performance monitoring; reconfiguring and tuning the DB environment as required to support the proper performance and operation of the database as per changing Customer demands; handling patch updates; and other as required. Versaterm is also responsible for ensuring that database backups are maintained, and that data can be restored as required.
Versaterm will be migrating the core Versaterm supported CAD /RMS database structures (only) to PostgreSQL. We will not be migrating/re -creating IDS DB views, stored procedures, or any custom tables, indexes, or other created by Customer.
59 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
Customer will be responsible for updating, adapting, converting and testing local processes/programs/ reports (incl. adapting IDS stored procedures) to function outside of the PostgreSQL DB. Versaterm does not recommend that external systems, processes, or users connect to the Primary Production CAD or RMS database directly, except for the specific production interfaces supported by the CAD or RMS.
Prior to performing any data migration, the Customer may want to review whether any existing information can be purged to reduce the data load and time to migrate the data.
2.9.1 Versaterm Responsibilities
A. Create extract procedures to extract all Customer Data and configurations from the Customer’s Production CAD and RMS system.
B. Run an initial extract from Customer ’s Production CAD and RMS systems and load data and configurations into the Product.
C. Run the final extract and load prior to Production Use.
D. Support and ongoing maintenance and operation of the Production database environment.
E. Perform initial review of migrated data and correct issues resulting from quality assurance performed by Customer.
2.9.2 Customer Responsibilities
A. Review whether any existing information can be purged to reduce the data load and time to migrate the data
B. Provision sufficient existing server capa city (CPU/ram/storage) on the TEST, TRAIN and PROD application servers from which the unload of the IDS databases will be run C. Push CAD client software to user desktops and vMDT client to laptop and vMobile application to smartphones
D. Perform quality assurance of the migrated data and configuration.
E. Update, adapt, convert and test local processes/programs/ reports (incl. adapting IDS stored procedures) to function outside of the PostgreSQL DB.
2.9.3 Prerequisites
A. Product Installation and Configuration.
2.9.4 Deliverables
A. Customer data and configurations extracted and loaded into the Product.
2.9.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. Customer Data and configuration has been loaded into the Product and verified to be accurate.
2.10 Install, Configure & Test Interfaces
The CAD and RMS Interfaces will be installed and tested on the D evelopment/Test Environment and then moved to the Product Production Environment. The following lists the RMS interfaces that will be moved. 60 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
• Crossroads Import
• LinXs Extract
• CopLink Extract
The following lists the CAD interfaces that will be moved. • CLETS/NCIC
• VCIJIS Query
• E911 ANI/ALI
• Axon BWC Extract
2.10.1 Versaterm Responsibilities
A. Collaboratively, with Customer and other interface stakeholders, install and configure the interfaces.
B. Schedule interface tests at least ten (10) Business Days prior to the scheduled testing.
C. Perform initial testing on the interfaces and provide Customer with verification of operation.
D. Assist with testing primary AWS connection, secondary AWS connection, and failover of the AWS connection.
2.10.2 Customer Responsibilities
A. Collaboratively with Versaterm and other interface stakeholders to participate in the installation and testing of the interface.
B. Provide all liaison support with third party interface stakeholders as required to support the installation and testing of the interfaces.
C. Provide Perle IOLAN SDG device(s) for e911. Install and configure devices in collaboration with Versaterm, using Versaterm provided encryption certificates. Provide static NAT’d IP addresses to Versaterm that are assigned to the Perle device(s).
D. Provide connection from vCloud to Customer’s DPS Message Switch . This may include a static NAT’d IP from vCloud. If the Message Switch endpoint is not reachable from vCloud with a static NAT’d IP, a proxy server may be required.
E. Coordinate with Versaterm and third party interface stakeholders to schedule interface tests.
F. Provide test connections (e.g., devices, connectivity from the test 9 -1-1 System to the test CAD server and/or other connections as required to perform testing) for the interfaces and participate in the testing effort.
G. Perform testing primary AWS connection, secondary AWS connection, and failover of the AWS connection.
2.10.3 Prerequisites
A. Product Installation and Configuration
2.10.4 Deliverables
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MSA # C2024-832
Exhibit A.1 – Statement of Work
A. Operational set of Product interfaces
2.10.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
The set of Product interfaces are installed and tested.
2.11 CAD System Ready for Use
This task identifies a specific milestone where Versaterm has provided all the services listed in the Statement of Work and delivered all required interfaces and Application Software necessary for the Product to be placed in Production Use.
2.11.1 Versaterm Responsibilities
A. Issue written notice to Customer that the CAD Product is ready for Production Use.
B. Correct any Defects mutually identified by Customer and Versaterm as having to be corrected prior to Production Use.
2.11.2 Customer Responsibilities
A. Within ten (10) Business Days after receiving Versaterm’s “Ready for Production Use” notification, review the Product's status and outstanding issues list and mutually identify with Versaterm any Defects that must be corrected prior to its being used for Production Use.
B. Issue a written notice to Versaterm that the Product has been verified to be ready for Production Use.
2.11.3 Prerequisites
A. Install, Configure & Test Interfaces
2.11.4 Deliverables
A. Customer identified Product Defects.
B. Customer notice to Versaterm that the Product is ready for Production Use.
2.11.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. Receipt by Customer of Versaterm's written notice that the Product is ready for Production Use.
B. Correction of Defects mutually identified by Customer and Versaterm as having to be corrected prior to the in the Product being placed into Production Use.
C. Issuance of a written notice to Versaterm from Customer that the Product has been verified to be ready for Production Use.
2.12 RMS System Ready for Use
This task identifies a specific milestone where Versaterm has provided all the services listed in the 62 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.1 – Statement of Work
Statement of Work and delivered all required interfaces and Application Software necessary for the Product to be placed in Production Use.
2.12.1 Versaterm Responsibilities
A. Issue written notice to Customer that the RMS Product is ready for Production Use.
B. Correct any Defects mutually identified by Customer and Versaterm as having to be corrected prior to Production Use.
2.12.2 Customer Responsibilities
A. Within ten (10) Business Days after receiving Versaterm’s “Ready for Production Use” notification, review the Product's status and outstanding issues list and mutually identify with Versaterm any Defects that must be corrected prior to its being used for Production Use.
B. Issue a written notice to Versaterm that the Product has been verified to be ready for Production Use.
2.12.3 Prerequisites
A. Install, Configure & Test Interfaces
2.12.4 Deliverables
A. Customer identified Product Defects.
B. Customer notice to Versaterm that the Product is ready for Production Use.
2.12.5 Task Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. Receipt by Customer of Versaterm's written notice that the Product is ready for Production Use.
B. Correction of Defects mutually identified by Customer and Versaterm as having to be corrected prior to the in the Product being placed into Production Use.
C. Issuance of a written notice to Versaterm from Customer that the Product has been verified to be ready for Production Use.
2.13 CAD System Cutover to Production Use
Versaterm will assist and support Customer in placing the Product into Production Use. It is anticipated that the Production Use of CAD and RMS fall on separate dates. The tasks involved in placing the CAD and RMS Product into Production Use are identical.
2.13.1 Versaterm Responsibilities
A. Collaborate with Customer to determine the Product Cutover time and date.
B. Assist Customer in placing the Product into a Production Use status.
C. Monitor the initial operation of the Product and answer any operational questions raised by Customer.
2.13.2 Customer Responsibilities
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MSA # C2024-832
Exhibit A.1 – Statement of Work
A. Issue written notice to Versaterm that the Product is ready for Product Cutover to Production Use.
B. Collaborate with Versaterm to determine the Product Cutover time and date.
2.13.3 Prerequisites
A. CAD Product Ready for Use.
2.13.4 Deliverables
A. The Product operating in Production Use.
2.13.5 Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
A. The CAD Product is successfully operating in Production Use.
2.14 RMS System Cutover to Production Use
Versaterm will assist and support Customer in placing the Product into Production Use. It is anticipated that the Production Use of CAD and RMS fall on separate dates. The tasks involved in placing the CAD and RMS Product into Production Use are identical.
2.14.1 Versaterm Responsibilities
D. Collaborate with Customer to determine the Product Cutover time and date.
E. Assist Customer in placing the Product into a Production Use status.
F. Monitor the initial operation of the Product and answer any operational questions raised by Customer.
2.14.2 Customer Responsibilities
C. Issue written notice to Versaterm that the Product is ready for Product Cutover to Production Use.
D. Collaborate with Versaterm to determine the Product Cutover time and date.
2.14.3 Prerequisites
B. RMS Product Ready for Use.
2.14.4 Deliverables
B. The Product operating in Production Use.
2.14.5 Completion / Acceptance Criteria
The task will be complete when all of the following actions have been completed to Customer's satisfaction and an Acceptance Certificate has been issued by Customer for all Deliverables associated with this task.
B. The RMS Product is successfully operating in Production Use. 64 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.2 – Project Schedule
Exhibit A.2
Project Schedule
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MSA # C2024-832
Exhibit A.2 – Project Schedule
Title Type Start Duration
Execute Contract milestone 2025-08-01 1
Project Kickoff milestone 2025-08-04 1
Payment Milestone #1 CAD Provisioning (System Setup) milestone 2025-08-19 1 Payment Milestone #2 RMS Provisioning (System Setup) milestone 2025-10-07 1 Payment Milestone #3 CAD Ready for Production Use milestone 2025-12-11 1 Payment Milestone #4 RMS Ready for Production Use milestone 2026-01-08 1 Project Management deliverable 2025-08-05 130
Project Management task 2025-08-05 130
Establish Communication to AWS task 2025-08-05 60
Provisioning CAD Dev/Test deliverable 2025-08-19 15
Test - System Setup and Configuration deliverable 2025-08-19 15 Setup and configure Dev/Test Cloud task 2025-08-19 10
Setup Authentication task 2025-09-02 2
Connectivity Testing task 2025-09-04 3
Provisioning RMS Dev/Test deliverable 2025-10-07 15
Test - System Setup and Configuration deliverable 2025-10-07 15 Setup and configure Dev/Test Cloud task 2025-10-07 10
Setup Authentication task 2025-10-21 2
Connectivity Testing task 2025-10-23 3
Data Warehouse deliverable 2025-09-04 20
Assess data warehouse impact, define approach task 2025-09-04 10 Implement approach task 2025-09-18 5
Test and checkout task 2025-09-25 5
Data Migration deliverable 2025-10-02 10
Coordinate migration activities task 2025-10-02 5
Initial extract and load of data task 2025-10-09 5
Dev/Test Validation deliverable 2025-10-16 25
Validate data migration task 2025-10-16 5
Validate application task 2025-10-23 20
CAD Interfaces installation and Configuration deliverable 2025-09-09 65 CLETS/NCIC deliverable 2025-10-28 30
CLETS Certification task 2025-10-28 30
Configure Connectivity task 2025-10-28 5
Test and checkout task 2025-10-28 5
Data Mart deliverable 2025-09-09 5
Provide connectivity to/from Data Mart task 2025-09-09 4 Test and checkout task 2025-09-15 1
VCIJIS Query deliverable 2025-09-09 10
Configure connectivity task 2025-09-09 8
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MSA # C2024-832
Exhibit A.2 – Project Schedule
Test and checkout task 2025-09-19 2
E911 deliverable 2025-09-09 10
Configure connectivity task 2025-09-09 8
Test and checkout task 2025-09-19 2
Axon BWC Extract deliverable 2025-09-09 10
Configure connectivity task 2025-09-09 8
Test and checkout task 2025-09-19 2
RMS Interfaces installation and Configuration deliverable 2025-10-28 10 Crossroads Import deliverable 2025-10-28 10
Configure RMS to SFTP to/from jump server task 2025-10-28 7 Configure jump to 3rd party task 2025-11-06 1
Test and checkout task 2025-11-07 2
LinXs Extract deliverable 2025-11-04 5
Configure task 2025-11-04 2
Test and checkout task 2025-11-06 3
CopLink Extract deliverable 2025-10-28 5
Configure task 2025-10-28 2
Test and checkout task 2025-10-30 3
Training - System Setup and Configuration deliverable 2025-10-28 15 Setup and configure training environments task 2025-10-28 4 Connectivity Testing task 2025-11-03 1
Checkout and validate environment task 2025-11-04 10
Provisioning CAD Production - System Setup deliverable 2025-11-18 17 Setup and configure the Production environment task 2025-11-18 5 Data extract and load timing tests task 2025-11-18 5
Connectivity Testing task 2025-11-25 1
Interface Integration Testing task 2025-11-26 10
Checkout and validate environment task 2025-11-26 10
CAD Ready for Production Use milestone 2025-12-10 1
Prepare go-live plan task 2025-11-25 10
Provisioning RMS Production - System Setup deliverable 2025-11-25 42 Setup and configure the Production environment task 2025-11-25 5 Data extract and load timing tests task 2025-12-02 5
Connectivity Testing task 2025-12-09 1
Interface Integration Testing task 2025-12-10 10
Checkout and validate environment task 2025-12-24 10
RMS Ready for Production Use milestone 2026-01-07 1
Prepare go-live plan task 2026-01-08 10
Production Use CAD deliverable 2025-11-06 19
Final data extract and load task 2025-11-06 3
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MSA # C2024-832
Exhibit A.2 – Project Schedule
Production Cutover task 2025-11-11 1
Close Support task 2025-11-12 15
Production Use RMS deliverable 2026-02-11 19
Final data extract and load task 2026-02-11 3
Production Cutover task 2026-02-16 1
Close Support task 2026-02-17 15
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MSA # C2024-832
Exhibit A.3 – Interface Control Document
Exhibit A.3
Interface Control Document
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MSA # C2024-832
Exhibit A.3 – Interface Control Document
1 Interface Control Document Overview
This Exhibit explains the secure communications requirements to support system interfaces with the Versaterm RMS and CAD in the Versaterm vCloud environment.
In addition, this document outlines how the Versaterm -supplied interfaces will be impacted during the cloud migration project to align with the Versaterm vCloud secure communication requirements.
This document also outlines the tasks and responsibilities to ensure the interfaces are properly setup and tested in the Versaterm vCloud test, training and production environments.
Important Notes
Data Integrity Testing
Since the migration of interfaces to the Versaterm vCloud will involve technical changes to align with the Versaterm vCloud secure communication requirements, it is necessary that the Customer conduct in-depth testing of all Versaterm-supplied and local interfaces, to ensure data integrity is not affected and that data is received/processed/ingested/sent as required. It is the Customer responsibility to ensure the interfaces function as required.
Interface Scope Changes
Interface scope changes (i.e., functional changes to how the interfaces work) are not part of the cloud migration project.
2 Secure Communications Requirements
This section explains the connectivity and file transfer requirements for all external systems that have an existing integration with the RMS and CAD systems, to enforce secure communications with the Versaterm vCloud.
Note: The list of Customer -supplied interfaces is not listed in this document, however the Customer is expected to adjust their local integrations to align with the following requirements.
2.1 File Transfers
Any interfaces requiring a file transfer will use SFTP. SFTP is the only file transfer protocol that Versaterm allows inbound transactions over the public internet. The Versaterm vCloud SFTP service accounts require authentication using RSA public/private keys. i.e. username and password authentication is not supported.
If SFTP cannot be supported to an endpoint directly (either through the agency VPN connection, or across the public internet), or, RSA key authentication is not feasible, then files will be transferred using SFTP to an on -premise SFTP jump server for the Customer to then transfer files to the external service(s) as required.
2.2 Secure Communications
The Versaterm vCloud enforces secure communications (HTTPS/TLS1.2), therefore end -points (external systems) will need to be able to support these secure protocols at a minimum. Legacy socket connections will need to be reviewed to determine how they will be secured and encrypted end-to-end.
Inbound transactions involving webservices that send information to the Versaterm vCloud must communicate via the Customer VPN tunnel.
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MSA # C2024-832
Exhibit A.3 – Interface Control Document
Outbound transactions involving webservices where information is sent from the Versaterm vCloud are permitted to endpoints that are either directed or routed through the Customer VPN tunnel or to a public internet endpoint.
2.3 ODBC Connections
ODBC connections will need to be reviewed, as end users will only connect using ODBC if the originating connection is on the local Customer network.
Direct database connections will be migrated from Informix to PostgreSQL which will require Postgres ODBC drivers and configuration.
2.4 Web Services
In order to support the various web services, web sockets, and legacy socket interface integrations, the RMS and CAD in the Versaterm vCloud will need to be able to connect to the required systems (end points) and vice-versa, via the supported VPN tunnel between the Versaterm vCloud and the Customer.
A local Customer proxy server may be required if the RMS and CAD systems in the Versaterm vCloud cannot connect to the required systems via the local Customer network.
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MSA # C2024-832
Exhibit A.3 – Interface Control Document
3 Versaterm-Supplied Interfaces
This section outlines how each of the Versaterm -supplied interfaces will be impacted during the Customer cloud migration project to align with the Versaterm vCloud secure communications requirements.
The list of Customer-supplied interfaces is not listed in this document.
Interface name Description On-Premise Setup Cloud Setup Protocol for Cloud
1. E911 Interface This interface is used to prefill
E911 data into CAD.
Serial connection to local Digi
PortServer
Customer responsible for
Perle Serial Device and
required adapters. Versaterm
to provide part numbers.
Perle devices enable TLS FIPS
compliant encryption.
Proprietary Perle
Trueport encrypted
protocol.
2. Crossroads This interface imports Crash &
Tickets into the RMS making
them available for
transcription into the RMS
Files are transferred via SFTP Versaterm will create an SFTP account for this
interface. Customer will be
responsible for the transfer
from Crossroads to this SFTP.
Supported Environments
Test, Production
AWS SFTP Service
3. CLETS/NCIC This interface allows CAD, RMS
and MDT users to query
CLETS/NCIC
CLETS/NCIC requests
initiated from the CAD, RMS
or the MDT are transferred
to the VMC/NCIC for
processing using a local
CLETS router
Transactions will continue to
use the local CLETS router.
Supported Environments
Test, Production
TCPIP
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MSA # C2024-832
Exhibit A.3 – Interface Control Document
Interface name Description On-Premise Setup Cloud Setup Protocol for Cloud
4. VCIJIS Query Query to VCIJIS from CAD,
MDT & RMS
Web Service direct to VCIJIS Web Service direct to VCIJIS
Supported Environments
Test, Production
Web Services
VCIJIS is direct web
Service to internet
endpoint.
5. Coplink Extract Daily unload of events from
the RMS using Coplink xml
format
Files are transferred via SFTP Versaterm will create an SFTP account for this
interface. Customer will be
responsible to SFTP the .xml
file to Coplink.
Supported Environments
Test, Production
AWS SFTP Service
6. LinXs Extract Daily unload of events from
the RMS using .unl file
Files are transferred via SFTP Versaterm will create an SFTP account for this
interface. Customer will be
responsible to SFTP the .unl
file to LinXs.
Supported Environments
Test, Production
AWS SFTP Service
7. Axon BWC Extract CAD generates files that are
imported by Axon for auto-
tagging
Files are transferred via SFTP Versaterm will create an SFTP account for this
interface. Customer will be
responsible to SFTP the XML
files to the Axon.
Supported Environments
Test, Production
AWS SFTP Service
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MSA # C2024-832
Exhibit A.3 – Interface Control Document
4 Tasks and Responsibilities
4.1 Versaterm Responsibilities
A. Work with the Customer and third-party partners to explain if/how certain interfaces will need to be adjusted to connect or transfer information to/from the Versaterm vCloud environments using secure methods.
B. Work with the Customer and third-party partners to confirm the interfaces that need to be tested and supported in the test and training environments.
C. Handle all necessary technical interface changes to the Versaterm-supplied interfaces to adhere to the Versaterm vCloud security requirements.
D. Setup and configure Versaterm-supplied interfaces in the test, training and production Versaterm vCloud environment (as agreed upon).
E. Provide assistance and support to the Customer with their testing responsibilities of all Versaterm- supplied interfaces.
F. Provide guidance and support to the Customer with their testing responsibilities of all local interfaces.
G. Ensure all technical changes made to Versaterm -supplied interfaces are documented for future support purposes.
4.2 Customer Responsibilities
A. Work with Versaterm to confirm the connectivity and file transfer impacts for each of the affected interfaces.
B. Work with third -party partners to explain if/how certain interfaces will need to be adjusted to connect or transfer information to/from the Versaterm vCloud environments using secure methods.
C. Work with Versaterm and third-party partners to confirm the interfaces that need to be tested and supported in the Test and Training Versaterm vCloud environments.
D. Handle all necessary technical interface changes to local interfaces to adhere to the Versaterm vCloud security requirements.
E. Setup and configure local interfaces in the test, training and production Versaterm vCloud environment (as needed).
F. Test and verify all Versaterm-supplied interfaces to ensure data integrity is not impacted.
G. Test and verify all local interfaces to ensure data integrity is not impacted.
H. Communicate and obtain collaboration from third-party vendors to test all Versaterm-supplied and local interfaces.
I. Document all technical changes made to all local interfaces. 74 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.4 – Customer Supplied Hardware and Third-Party Software
EXHIBIT A.4 CUSTOMER-SUPPLIED HARDWARE
AND THIRD-PARTY SOFTWARE
1. CAD 7.6 CLIENT REQUIREMENTS (CALL TAKER / DISPATCHER /
SUPERVISOR)
The below requirements assume no other applications are running on the desktops (e.g., Outlook, etc.), Computer: An IBM-compatible computer running a minimum of the Windows 10 Anniversary Update (version 1803 or later).
Video:
• 1024 x 768 resolution, 256 colors (High color 16-bit or higher recommended) • Higher resolution – CAD will adjust to higher resolutions but may appear small • Multiple monitors (two or more) per desktop are recommended • Graphics card with DirectX support
• If running multiple monitors, a graphic card capable of driving multiple monitors is required Operating System: Windows 10 (ver 1803 or later)
Software Required for CAD client install:
• Microsoft .NET Framework 4.7.2
• Visual Studio 2017 redistributable for 32 bits
Other Software:
• HTML5 compatible web browser (e.g., Chrome, Firefox, Edge) • Adobe Reader
• Windows Media Player for MapViewer animation (optional)
RemoteCAD/WebCAD
Browsers: modern web browser (Versaterm has certified Chrome; Edge will also work, as should Safari Mobile) Operating System: Windows / iOS / Android
Memory: 8GB recommended
Other Software: a PDF Viewer is also needed to preview PDFs
2. MDT 8.0 WITH MAPS
Computer: a laptop/mobile computer with full Windows Desktop Operating System (e.g. Panasonic Toughbook) Peripherals: Mouse or pointing device, COMM port, USB ports. Touchscreen recommended Video:
• 1440 x 900 or better recommended
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MSA # C2024-832
Exhibit A.4 – Customer Supplied Hardware and Third-Party Software
• Higher resolution – MDT will adjust
• MDT can be configured for displaying on non-standard screen aspect ratios • Multi-touch display with gesture support is recommended • Accelerated graphics card
o 1GB recommended. 512MB minimum
o OpenGL 2.1 minimum
o Shader Model 2.0 minimum
o Updated with latest drivers from manufacturer
Operating System:
• Windows 10 (ver 2004 or later)
• Windows 11 21H2 or later
Memory: 16GB recommended, 4GB minimum
CPU: i5 or i7 recommended, i3 or 2.2 GHz minimum
Hard Drive: 200GB recommended, 80GB minimum
Other Software:
• WebView2 (Evergreen Standalone Installer, x64 version). • .NET 8 (x64).
• Microsoft Visual C++ 2015-2022 Redistributable (x64). • Windows Media Player for audio.
GPS Protocols: TAIP and NMEA
Network Requirements: LTE, 3G and lower bandwidth wireless data networks
3. VMOBILE 2.0
Operating System: Android 8.0 or higher, iOS 12 or higher smartphone or tablet device Additional requirements:
• VPN software to allow secure communication between the devices and the VMC server. Communication between devices and the VMC is through WebSockets on port 7681 and HTTPS on port 1916. • Mobile Device Management software for deploying the application
4. RMS CLIENT COMPUTERS
Computer: An IBM-compatible computer running a minimum of the Windows 10 Anniversary Update (version 1803 or later).
Video:
• 1200 x 800 resolution display monitor
Operating System:
• Windows 10 (ver 2004 or later)
• Windows 11 21H2 or later
Software Required for RMS:
• Adobe Acrobat Reader,
• HTML5 supported browser (such as Microsoft Edge, Safari, Firefox, or Chrome). Note that Chrome is the primary browser used by Versaterm and the only browser officially certified. 76 Versaterm Public Safety Inc. & City of Simi Valley
MSA # C2024-832
Exhibit A.4 – Customer Supplied Hardware and Third-Party Software
Network Interface Card:
• 100 Mbps Ethernet network adaptor
Memory: 4GB minimum
CPU: Intel or AMD 2 GHz dual core processor
1 GHz or faster 64-bit (x64) processor
Hard Drive: 60 GB
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