Sunnyvale City Council
July 23, 2024

P

RIMARY CONTRACTING DOCUMENT
This Primary Contracting Document together with the Master Terms referenced and incorporated below constitutes a Master Agreement by and between the City of SUNNYVALE, CALIFORNIA, a political subdivision of the State of California (“Customer” or the “City”) and INTERGRAPH CORPORATION by and through its HEXAGON SAFETY, INFRASTRUCTURE & GEOSPATIAL division (“Hexagon”) and is binding upon the Parties on the Effective Date.

1. T
hose certain Master Terms and Conditions (“Master Terms”) attached hereto as Attachment A are i
ncorporated into this Primary Contracting Document as if fully set forth herein.

2. A
ll capitalized terms in this Primary Contracting Document shall have the same meaning as provided i
n the Master Terms except as may be otherwise defined herein.

3. A
ny notice to be given pursuant to Section 13 of the Master Terms shall be directed to each Party at the following address, which reflects the Customer’s location, in accordance with the Master Terms.

CUSTOMER: HEXAGON:

City of Sunnyvale Attn: Safety, Infrastructure & Geospatial Legal Department
650 West Olive Avenue 305 Intergraph Way
Sunnyvale City, California 94086 Madison, Alabama 35758 [email protected]
(256) 730-2000

4. In executing this Primary Contracting Document, the Parties simultaneously accept, without need to execute any other Order Document, the Order reflected in the SOW for the Licensure and Implementation of OnCall Dispatch. Any subsequent Orders shall be formed in the manner provided in the Master Terms.

5. I
n consideration of the mutual obligations assumed under this Primary Contracting Document , Customer and Hexagon agree to the terms and conditions set forth herein and represent that this Primary Contracting Document has been executed by each Party's duly authorized representative. The signatories represent that they have the authority to bind their respective organizations to this Primary Contracting Document. This Primary Contracting Document may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate shall be deemed an original copy of this Primary Contracting Document signed by each Party for all purposes.

Attachment 1

AGREED TO BY:

CITY OF SUNNYVALE

INTERGRAPH CORPORATION
By: By:

Name: Name:

Title: City Manager Title:

Date: Date:

Attest: ___________________________________ Attest: ________________________________ City Clerk Name: ________________________________
Title: _________________________________

Approved as to Form:

_________________________________________
City Attorney

Attachment 1

ATTACHMENT A

MASTER TERMS AND CONDITIONS
These Master Terms and Conditions (the “Master Terms”) govern transactions and relations between Customer and Hexagon (each a “Party” and collectively the “Parties”).

Hexagon will make available to Customer certain proprietary software, including related proprietary Documentation; software maintenance services; Equipment /Content; DevTool s; Cloud Programs ; and professional services; and other items, which will be provided to Customer pursuant to these Master Terms and an Order. Before Hexagon will provide any items or services (including the Services), Customer must agree to these Master Terms and to the terms of a corresponding Order. The Parties agree these Master Terms will govern each Order. To the extent the Master Agreement purports to impose obligations, restrictions, or limitations upon Customer’s Affiliates or Users, Customer shall be responsible to Hexagon for Customer’s Affiliates’ and Users’ compliance with such terms and shall procure Customer’s Affiliates and Users compliance.

These Master Terms consist of the following:
• The General Terms and Conditions set forth below;
• Exhibit A – End User License Agreement;
• Exhibit B – Maintenance Terms and Conditions for Software; • Exhibit C – Sample Project Deliverable Sign-Off Form; • Exhibit D OMITTED
• Exhibit E – OMITTED;
• Exhibit F – COTS Training Program Terms; and
• Exhibit G – Common Terms Glossary.

GENERAL TERMS AND CONDITIONS
1 Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit G (Common Terms Glossary). Words used herein in the singular, where the context so permits, shall be deemed to include the plural, and vice versa.
2 Elements of an Order.

2.1 Order Composition. Each Order will be comprised of Order Documents, including any applicable Schedule(s). An Order is formed only once both Parties accept the Order Documents, which the Customer shall do by executing the Order Documents and/or issuing a PO in connection with the Order Documents.

Orders shall be effective as of the date both Parties accept the Order Documents except where the O rder is for a term-based offering (e.g., Subscription License), in which case the Order shall commence as of the date specified in the Order Documents, if provided.

2.2 Schedules. Any Schedules applicable to Products or items purchased in an Order are incorporated and are either included in the Order Documents or, in the absence thereof, accessible via hyperlinks contained within Exhibit G. If a Product or item is not listed in the document(s) accessed via hyperlinks Attachment 1

provided in Exhibit G , and related Schedule(s) are not otherwise included in the Order Documents, then that Product or item does not have a corresponding Schedule.

2.3 Pricing. Order Documents shall describe basic pricing and include other details relevant to the offerings included in the Order.

2.4 Change Control. During the course of Hexagon’s performance under an Order, either Party may request a change in the scope of the Order in writing, delivered to the other Party. Any changes in price, schedule, or other terms must be documented either by an amendment or Change Order. No change, as contemplated in this paragraph, shall become effective until set forth in a mutually executed writing.

2.5 Acceptance. Acceptance will occur based upon the following:

2.5.1 For Fixed Price Project Assignments, not governed by Exhibit F, acceptance shall occur when the applicable Task Acceptance Criteria has been satisfied in accordance with the Task Acceptance Process.

2.5.2 For Time and Materials Project Assignments and Maintenance Services, the Services are accepted as performed.

2.5.3 For a Cloud Program, acceptance occurs when the License Keys are provided to Customer
.

2.5.4 For all Orders not described more specifically above, acceptance occurs once the ordered item has been delivered or access to the ordered item has been provided. 3 Composition of the Master Agreement.

3.1 Components. The agreement between the Parties (herein referred to as the “Master Agreement”) consists of: (1) the Primary Contracting Document, (2) these Master Terms (including the General Terms and Conditions and all Exhibits), (3) any amendments to the Master Agreement, (4) Orders, together with any Change Orders, that may be delivered, prepared, or issued after the Effective Date, and (5) all documents, including applicable Schedules and documents referenced via hyperlink, incorporated by reference in the documents identified in this Section. For certain Third-Party Software, Third Party Terms will also be applicable and be considered as part of the Master Agreement.

3.2 Order of Precedence. In the event of any conflict or inconsistency among documents forming the Master Agreement, the following order of precedence shall be used to determine the resolution of the discrepancy, unless the Parties mutually agree in writing to an alternative decision:
(1) Any amendments to the Master Agreement;
(2) The Primary Contracting Document;
(3) Applicable Schedules;
(4) These Master Terms (excluding Exhibits);
(5) Exhibits to these Master Terms; and
(6) Order Documents, if any, in addition to items specifically identified in this Section 3.2 above.

For only Third Party Software subject to Third Party Terms, the Third Party Terms shall have precedence in the event of a conflict between the Third Party Terms and any other terms of the Master Agreement. 4 Invoicing and Payment.

4.1 Invoices. Invoices shall be issued based upon the contents of the Order.

4.1.1 For Fixed Price Project Assignments Hexagon may invoice Customer upon completion of a payment milestone identified in the Order Documents , or when applicable, in accordance with Exhibit F; provided however, if this type of Order also includes Subscription Licenses or Cloud Program(s), the fees for such shall be due in accordance with Exhibits E and D, respectively.

Attachment 1

4.1.2 For Product(s) or items not included within an Order for a Fixed Price Project Assignment or otherwise more specifically addressed in this Section 4, Hexagon may invoice Customer for the full amount set forth in the Quote in addition to any applicable freight/shipping charges upon delivery of or access having been provided to any of the Product(s) or items identified in the Order Documents.

4.1.3 Time and Materials Project Assignments shall be billed and invoiced monthly as the hours are expended and Onsite Fees are incurred, or after all hours set forth in the Order Documents have been expended, whichever occurs first.

4.1.4 Maintenance Services not included within an Order for a Fixed Price Project Assignment or Product Order shall be billed and invoiced in accordance with Exhibit B.

4.1.5 Cloud Program(s) (even if included within a Fixed Price Project Assignment) shall be billed and invoiced in accordance with Exhibit D.

4.2 Payment. Customer shall make payment for any correct invoices issued by Hexagon within thirty (30) calendar days of the date the invoice was issued. To the extent the City receives an invoice that is incorrect, it shall notify of Hexagon of the mistake or issue within fifteen (15) days of receipt.

4.3 Late Payment. If Customer does not make timely payment within sixty (60) days following issuance of a correct invoice, an interest charge of two percent (2%) per Month (or the maximum allowed by law, whichever is less), compounded monthly, will be due on any unpaid and overdue amounts. To the extent the Customer is the subject of an applicable prompt pay act statute or ordinance, the Customer shall be subject to the terms set forth in that statute(s) and/or ordinance(s) in lieu of the prior sentence.

As it pertains
to Equipment, Hexagon shall retain a security interest in the Equipment. If Customer is late or otherwise in default of its payment obligations for Equipment, then Hexagon may, in addition to any other remedies available, exercise remedies of a secured party regarding the Equipment.

4.4 Taxes. The purchase price is exclusive of all federal, state, and/or local taxes. Any taxes applied to this sale by a federal, state, and/or local taxing authority will be the responsibility of Customer. Such taxes do not include franchise taxes or taxes based on net income. If Customer is claiming tax -exempt status, it must submit the proper documentation satisfactory to Hexagon evidencing its tax-exempt status.

Applicable taxes may be invoiced at any time such taxes become fixed and certain. 5 Term and Termination.

5.1 Term. The Term of the Master Agreement shall begin on the Effective Date and remain in effect for a period of sixty (60) consecutive Months or until the Master Agreement is earlier terminated pursuant to the terms set forth herein or by mutual agreement of the Parties. An Order that is executed prior to the expiration of the term of the Master Agreement shall be governed by the Master Agreement even if the Master Agreement Term expires during the performance of the Order. To the extent Customer executes an Order pursuant to later issued master terms, then this Master Agreement shall terminate upon completion of all Orders executed hereunder regardless of the amount of time remaining in the Term.

5.2 Termination for Convenience. Either Party may terminate the Master Agreement or an Order in its sole discretion at any time upon providing the other Party with thirty (30) days written notice. In the event of a termination pursuant to this paragraph, Customer agrees to pay Hexagon for the Work performed and Product(s) or items delivered and provided, plus the cost of any labor and/or Product(s) or items ordered in good faith prior to notice of termination that could not be canceled, less amounts previo usly paid by Customer for such Work and/or Product(s) or items . Hexagon is entitled to retain all amounts paid under any Order prior to termination. To the extent a Party exercises its right to terminate a specific Order, that termination shall have no effect upon the remaining Master Agreement, which, along with any other active Orders, shall remain in full force and effect. If a Party desires to terminate the Master Agreement, then the Parties shall proceed to wind down all ongoing work under the respective Orders in effect under the Master Agreement by the termination date. Each Party shall take commercially reasonable steps to bring the work to a close and to reduce its costs and expenditures.

Attachment 1

5.3 Termination for Cause. Either Party may terminate the Master Agreement or a specific Order, as the case may be, in the event the other Party materially breaches a material term of the Master Agreement or any Order.

5.3.1 In the event a Party materially breaches an Order, the non-breaching Party may terminate the Order only after providing a sixty (60) calendar day cure period to cure such breach and the breach has not been cured, except for material breaches arising from non- payment. During the sixty (60) day cure period, the Parties shall try to determine a mutually agreeable plan to cure such breach. If such breach cannot be cured or an acceptable plan is not provided within the sixty (60) day cure period, the non- breaching Party may, but does not have the obligation to, terminate the Order.

5.3.2 In the event a Party materially breaches the Master Agreement or multiple Orders, the non- breaching Party may terminate the Master Agreement only after providing a sixty (60) calendar day cure period to cure such breach and the breach has not been cured except for material breaches arising from non-payment. During the sixty (60) day cure period, the Parties shall try to determine a mutually agreeable plan to cure such breach. If such breach cannot be cured or an acceptable plan is not provided within the sixty (60) day cure period, the non- breaching Party may, but does not have the obligation to, terminate the Master Agreement. If the Master Agreement is terminated pursuant to this paragraph, by the termination date, Hexagon will stop all Work pursuant to any Orders arising under the Master Agreement.

5.3.3 If the Master Agreement or any one or more Orders is terminated pursuant to paragraphs

5.3.1 or 5.3.2, Hexagon will stop all Work with respect to impacted Orders as soon as practicable and shall be entitled to payment for all Work performed as well as Product(s) provided on all impacted Orders up to the termination date, less amounts previously paid by Customer under the affected Orders.

5.3.4 Notwithstanding the foregoing, Hexagon may suspend its performance of or terminate any Order or the Master Agreement for cause if payment is not received within thirty (30) days following the date when payment was due. In the event an Order is suspended or terminated for cause, Hexagon shall be entitled to, and Customer agrees to pay Hexagon, payment for Work performed and/or Product(s) delivered on said Order up to the suspension or termination date, less amounts previously paid by Customer under the affected Orders. Hexagon is entitled to retain all amounts paid under any Order prior to its termination. If Hexagon suspends an Order under this paragraph, then it may thereafter terminate the Order upon giving written notice to Customer.

5.3.5 Notwithstanding the foregoing, Customer may not exercise a termination pursuant to the terms of Section 5.3 if Hexagon’s material breach of the terms and conditions of the Master Agreement or any Order thereunder is caused or partially caused by Customer’s negligence or failure to perform its obligations.
6 Ownership.

6.1 Customer acknowledges Hexagon will retain ownership and title of Hexagon IP made or provided pursuant to any Order. All Software (including Software embedded within Equipment) provided under the Master Agreement is licensed to Customer in accordance with Exhibit A (End User License Agreement) , except as it is inconsistent with the terms set forth herein. Third Party Software, including any Software developed by a third party embedded within Equipment, is licensed to Customer pursuant to Third Party Terms
or as otherwise specified in the applicable E/C Schedule.

6.2 As it pertains to any Equipment, and only Equipment, provided to Customer under an Order, the Customer shall receive title to and ownership of the Equipment identified in the Order Documents, excluding any IPR pertaining to the Equipment and Software provided with the Equipment, FOB place of origin and subject to Customer’s payment of all amounts owed for the Equipment.

6.3 Customer shall own Customer Data. Customer grants Customer Data Rights to Hexagon, upon request, among other things, facilitate Hexagon’s performance of its obligations. Through each Order, Hexagon requests Customer Data Rights in order to fulfil its obligations, which the City hereby grants.

Attachment 1

Hexagon personnel accessing the City system in an unescorted manner shall do in compliance with applicable CJIS guidelines.
7 Warranties.

7.1 Software. The Software Products licensed under Exhibit A are warranted to meet Minimal Operations Levels for a period of sixty (60) days from the initial installation provided that Software Products covered by a Maintenance Contract between Customer and Hexagon shall instead be warranted and supported as stated in the Maintenance Contract.

7.2 Subsystem Warranty Coverage. For, and only for, new Subsystems procured/implemented pursuant to an Order under these Master Terms, the warranty coverage shall be set forth in the applicable Order Documents, which shall be in lieu of the warranty coverage set forth in Section 7.1.

7.3 Equipment Warranty Coverage. If Equipment supplied by Hexagon is provided with a warranty or other Equipment support, then the extent of the Equipment support is provided within the corresponding E/C Schedule or other Order Documents.

7.4 Third-party Warranty Coverage. To the extent no warranty or Equipment support is described in the applicable E/C Schedule or other Order Documents, third -party products supplied by Hexagon, are provided with a pass-through-warranty from the original manufacturer, if any.

7.5 Disclaimer. Any product information Hexagon has shared with Customer during the proposal and/or contract activities to date was to provide an understanding of Hexagon’s current expected direction, roadmap, or vision and is subject to change at any time at Hexagon’s sole discretion. Hexagon specifically disclaims all representations and warranties regarding future features or functionality to be provided in any Software or Deliverable(s). Hexagon does not commit to developing the future features, functions, and/or products discussed in this material beyond that which is specifically committed to being provided by Hexagon pursuant to a valid Order. Customer should not factor any future features, functions, or products into its current decisions since there is no assurance that such future features, functions, or products will be developed. When and if future features, functions, or products are developed, they may be made generally available for licensing by Hexagon.

7.6 Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles and capacities herein stated an on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with.

7.7 Warranty Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE, HEXAGON

DISCLAIMS (TO THE FULLEST EXTENT PERMITTED BY LAW) ALL WARRANTIES ON PRODUCTS

FURNISHED PURSUANT TO THE MASTER AGREEMENT, INCLUDING ALL WARRANTIES OF

MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, HIGH RISK USE, AND NON-INFRINGEMENT. ALL WARRANTIES PROVIDED PURSUANT TO THIS MASTER AGREEMENT

ARE VOID IF FAILURE OF A WARRANTED ITEM RESULTS DIRECTLY OR INDIRECTLY FROM AN

UNAUTHORIZED USE OR MISUSE OF A WARRANTED ITEM, INCLUDING, WITHOUT LIMITATION,

USE OF A WARRANTED ITEM UNDER ABNORMAL OPERATING CONDITIONS OR UNAUTHORIZED

MODIFICATION OR REPAIR OF A WARRANTED ITEM OR FAILURE TO ROUTINELY MAINTAIN A WARRANTED ITEM. THE WARRANTIES SET FORTH IN THIS ARTICLE 7 ARE IN LIEU OF ALL OTHER

WARRANTIES, EXPRESSED OR IMPLIED, AND, EXCEPT AS SET FORTH IN ARTICLE TITLED “INDEMNIFICATION PROVISIONS” BELOW, REPRESENT THE FULL AND TOTAL WARRANTY OBLIGATION AND/OR LIABILITY OF HEXAGON.
8 LIMITATION OF LIABILITY

IN NO EVENT WILL HEXAGON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,

PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF

USE OR PRODUCTION, LOSS OF REVENUE, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES, EVEN IF HEXAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO

CIRCUMSTANCE WILL HEXAGON'S LIABILITY UNDER THIS MASTER AGREEMENT EXCEED THE Attachment 1

AMOUNT THAT HEXAGON HAS BEEN PAID BY CUSTOMER UNDER THE INDIVIDUAL ORDER UNDER WHICH THE EVENT GIVING RISE TO THE CAUSE OF ACTION HAS OCCURRED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR MISAPPRORPRIATION OF HEXAGON ’S IP, IN NO EVENT SHALL THE CITY BE LIABLE FOR ANY

SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF THE CITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9 Indemnification Provisions.

9.1 To the fullest extent permitted by law, CONSULTANT shall hold harmless, defend at its own expense, and indemnify the City and its officers, officials, employees, agents, and volunteers, against any and all third party , claims, liability losses, damages, or expenses, including reasonable attorney’s fees, attributable to bodily injury, death, or property damage and arising from the negligent acts or omissions of CONSULTANT or its officers, agents, or employees in rendering services under this Agreement; excluding, however, such liability, claims, losses, damages, or expenses arising from the City’s sole negligence or willful acts. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement.

CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement.

9.2 Hexagon's defense and indemnification obligations are conditioned upon:

9.2.1 Customer providing prompt written notice to Hexagon of any Claim;

9.2.2 Hexagon having primary control of the defense of any actions and negotiations related to the defense or settlement of any Claim, understanding Hexagon may not settle a claim without Customer’s consent if such settlement assigns fault or culpability to Customer; and

9.2.3 Customer cooperating fully in the defense or settlement of any Claim. 10 Insurance.

10.1 During the performance of this Agreement, Hexagon shall maintain in full force and effect the following insurance coverages:

10.1.1 Commercial General Liability Insurance: Hexagon shall promptly provide proof of such insurance evidenced by a certificate of insurance, which insurance shall include the following:
a. Broad form coverage for liability for death or bodily injury to a person or persons, and for property damage, combined single limit coverage, in the minimum amount of $2,000,000 per occurrence and $4,000,000 aggregate. Coverage limits may be satisfied with excess/umbrella policy. If excess/umbrella coverage is provided, the City of Sunnyvale must be named as Additional Insured on the excess / umbrella policy.
b. A provision that said insurance shall be primary for claims arising out of the contract and only as between Hexagon and the City and other insurance maintained by the City shall be excess only and not contributing with City’s insurance; and c. Hexagon will provide City thirty (30) days written notice to City of any termination, cancellation, or non-renewal of such coverage.

10.1.2 Errors and Omissions Insurance: Hexagon shall maintain either a professional liability or errors & omissions policy in an amount of no less than $1,000,000, and shall promptly provide proof of such insurance evidenced by a certificate of insurance to City.

10.1.3 Automobile Liability Insurance: For each vehicle used including non-owned and hired automobiles, Hexagon shall promptly provide proof of such insurance evidenced by a certificate of, which insurance shall include the following provisions:

a. Liability protection for death or bodily injury to a person or persons, property damage, and uninsured and underinsured coverage, combined single limit coverage, in the Attachment 1

minimum amount of $2,000,000, which can be covered through a combination of an automobile liability or umbrella policy.

b. A provision that said insurance shall be primary for claims arising out of the contract and only as between Hexagon and City and other insurance maintained by the City shall be excess only and not contributing with City’s insurance; and,

c. Hexagon will provide City thirty (30) days written notice to City of any termination, cancellation, or non-renewal of such coverage.

10.1.4 Worker’s Compensation: Before commencing to utilize employees in providing Services under this Agreement, Hexagon warrants that it will comply with the provisions of the California Labor Code, requiring Hexagon to be insured for worker's compensation liability or to undertake a program of self-insurance therefor. Hexagon shall maintain said policy or self-insurance as required by law, and shall promptly provide proof of such insurance evidenced by a certificate of insurance, to the City.

10.1.5 Cyber Liability: Hexagon will provide evidence of Cyber Liability coverage of at least $5,000,000.

10.2 Miscellaneous Insurance Provisions: All policies of insurance required by this Agreement shall remain in full force and effect throughout the life of this Agreement. At all times, Hexagon shall keep and maintain in full force and effect throughout the duration of this Contract, policies of insurance required by this Contract which policies shall be placed with insurers with a current A.M. Best’s rating of not less than A-:VII, unless otherwise acceptable to City. In the event the Best’s Rating or Best’s FPR shall fall below the rating required by this paragraph, Hexagon shall be required to forthwith secure alternate policies which comply with the rating required by this paragraph or be in material breach of this Agreement. Failure to provide and maintain the insurance policies (including Best’s ratings), or certificates of insurance required by this Agreement shall constitute a material breach of this agreement (herein “Material Breach”); and, in addition to any other remedy available at law or otherwise, shall serve as a basis upon which City may elect to terminate this Agreement.
11 Security and Breach Notification.

11.1 Hexagon shall take reasonable industry action to prevent, detect, identify, report, track and respond to Security Incidents. In the event of a Security Incident, Hexagon will provide a Security Incident report to the Customer or its Affiliates via the Designated Portal. The report shall be provided within twenty-four (24) Business Hours following Hexagon’s discovery, confirmation of a Security Incident 12 Dispute Resolution.

12.1 Resolution Protocol. The Parties shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to the Master Agreement or Order made pursuant to the Master Agreement (“Dispute”) in accordance with the provisions set forth herein. If either Party disputes any provision of the Master Agreement (the “Disputing Party”), or the interpretation thereof, or any conduct by the other Party under the Master Agreement, the Disputing Party shall bring the matter to the attention of the other Party at the earliest possible time in order to resolve the Dispute, except for Disputes for non - payment. If such Dispute is not promptly resolved by the employees responsible for the subject matter of the Dispute, the Disputing Party shall be permitted to deliver to the non -disputing Party’s contact person identified in the Primary Contracting Document a written notice of the Dispute, whereupon the Parties shall endeavor in good faith to escalate the Dispute to appropriate executives for each Party for resolution within fifteen (15) Business Days, or such longer period as to which the Parties may mutually agree.

12.2 Mediation. To the extent a Dispute is not resolved through the process outlined in the previous section and remains unresolved, the Parties agree to enter into non- binding mediation to resolve the Dispute. Within sixty (60) calendar days, of the issuance of the Dispute notice, or such longer period that is mutually agreeable to the Parties, the Parties agree to identify a mutually acceptable mediator who shall mediate the Dispute. If, after making reasonable efforts to identify a mutually acceptable mediator and no Attachment 1

later than fifty (50) calendar days after the issuance of the Dispute Notice, the Parties are unable to identify such a mediator, the Disputing Party shall provide the non- disputing Party with a list of five (5) proposed mediators. The non -disputing Party shall have five (5) B usiness Days from receipt of such list from the Disputing Party to identify one proposed mediator on the list to use as a mediator. If the non- disputing Party fails to identify and communicate its choice to the Disputing Party in the time allotted, then the Disputing Party shall be permitted to unilaterally identify the mediator from the list of five (5) mediators previously given who shall mediate the Dispute. The mediator shall be an attorney licensed to practice law in the state courts identified in section below titled “Governing Law.” Subject to the mediator’s availability, the Parties agree to mediate the Dispute within thirty (30) days after the Parties have identified a mediator who has agreed to mediate the D ispute. To the extent the mutually identified mediator is unavailable, unwilling, or unable to mediate the Dispute, the Parties shall utilize the same steps listed above to identify a new mutually agreeable mediator. To the extent the Disputing Party had to prepare a list of proposed mediators previously, it shall prepare and transmit a revised list within five (5) Business Days of receiving notice of the proposed mediator’s unavailability. Subject to the mediator’s requirements, the Parties agree they shall be permitted to attend the mediation via telephone or video conferencing. The Parties agree to pay their own attorney fees and to pay in equal shares the mediator’s fee and expenses unless otherwise agreed to pursuant to a settlement agreement.

12.3 Prerequisites to Litigation. Except for D isputes for non- payment, only after the Parties have endeavored to resolve the D ispute through the processes outlined in the immediately preceding two sections may a Party commence litigation to resolve the dispute.

12.4 Injunctive Relief. Notwithstanding the foregoing, either Party may, before or during the exercise of the informal dispute resolution procedures set forth above, apply to a court identified in the section titled “Governing Law” for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 13 Notices.

All notices given between the Parties shall be in writing and shall be considered properly sent by postage prepaid United States Mail or overnight carrier to the Customer and/or Hexagon representative, as applicable and identified in the Primary Contracting Document, or such substitutes as may hereafter be disclosed by proper notification.
14 Force Majeure.

Neither Party shall be deemed to be in default of any provision of the Master Agreement or an Order or be liable for any delay, failure in performance, or interruption of service resulting from acts of war, acts of terrorism, criminal acts, acts of God, natural disaster, fire, lightning, acts of or restriction imposed by civil or military authority, pandemics, epidemics, cyber- attack, labor disruption, civil disturbance, expropriation, embargo, lawful export restriction, or any other cause beyond its reasonable control. This section does not relieve or suspend a Party’s obligation to pay money to the other Party under the terms of the Master Agreement.
15 Place of Performance.

To the extent necessary, Customer agrees to provide appropriate workspace and workplace accommodations; computer equipment; software; access to relevant data, documents, plans, reports, and analyses; and necessary access for Hexagon personnel to perform work on an Order. To the extent work is performed remotely, Customer must provide VPN or secured remote connectivity (including a login and password) to all servers and workstations requiring installation/configuration by Hexagon. 16 Amendments.

Any and all amendments to the Master Agreement shall be in writing specifically reference the fact the amendment is intended to alter these Master Terms and executed by authorized representatives of both Parties. No Order or Change Order shall affect these Master Terms, unless expressly stated in such document.

Attachment 1

17 Confidential Information and Conflict of Interest.

17..1 CONSULTANT shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest.

CONSULTANT is aware of the prohibition that no officer of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, CONSULTANT shall not accept employment or an obligation which is inconsistent or incompatible with CONSULTANT’S obligations under this Agreement.

CONSULTANT’S duties and services under this agreement shall not include preparing or assisting the CITY with any portion of CITY’S preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the CITY. The CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

CONSULTANT participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

Pursuant to CITY’s Conflict of Interest Code, Council Policy 7.3.7, CITY has determined that, depending on the position, certain individuals performing services under this Agreement may be required to file a Statement of Economic Interest (Form 700), which can be found at www.fppc.ca.gov. If applicable, to facilitate electronic submittal of Form 700, CONSULTANT shall send the following information to [email protected]: 1) first and last name(s) of CONSULTANT’s employee(s); 2) email address(es) of CONSULTANT’s employee(s); 3) date when CONSULTANT’s employee(s) will begin work under this contract; and 4) (if known) date when CONSULTANT’s employee(s) will cease work under this contract. The Parties acknowledge and agree the City has determined that Hexagon’s work does not constitute the functional equivalent of a designated person under Council Policy 7.3.7. A description of Hexagon’s duties is described herein and the Order Documents made pursuant to this Agreement.

Government Code Section 91013 provides that any person who files a statement after its deadline shall be liable in the amount of $10 per day, up to a maximum of $100, in addition to any administrative penalty (up to the statutory maximum, currently $5,000) imposed by the Fair Political Practices Commission (FPPC). If any of CONSULTANT’s employee(s) is required to submit Form 700, and CITY does not receive CONSULTANT’s Form 700, then CITY is required to refer this matter to the FPPC or other appropriate enforcement agency.

17.2 The Parties agree not to disclose Confidential Information provided to it by the Disclosing Party to the maximum extent allowable under applicable law unless it first obtains the Disclosing Party’s written consent to such disclosure. It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this provision of the Master Agreement by the Receiving Party and the Disclosing Party may seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this provision of the Master Agreement but will be in addition to all other remedies available at law or equity. The covenants set forth herein and the rights and obligations related thereto shall continue for a period of five (5) years from the date of disclosure.

Hexagon understands that, except for disclosures prohibited in the paragraph above, City must disclose to the public upon request any records it receives from Hexagon. Hexagon further understands that any records that are obtained or generated by Hexagon under this contract, except for records that are confidential under Section 17, Confidentiality, may, under certain circumstances, be open to the public upon request under the California open records law. Hexagon agrees to contact City immediately upon receiving a request for information under the open records law and to comply with City’s instructions on how to respond to the request. City agrees to contact Hexagon immediately upon receiving a request for Attachment 1

information under open records law that may require disclosure of City’s information and will require assistance from Hexagon to respond.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE PARTIES AGREE HEXAGON’S

PROPOSAL UNDERLYING THIS AGREEMENT AND THIS AGREEMENT AND ORDER DOCUMENTS

MADE PURSUANT TO THIS AGREEMENT SHALL NOT BE CONSIDERED AS CONFIDENTIAL INFORMATION.

18 Personal Data.

18.1 Where Personal Data is provided by the Customer to Hexagon, the Customer shall act as the data controller and shall be responsible for complying with all applicable data protection laws. Hexagon shall act as the data processor in respect of such Personal Data and shall process the Personal Data in accordance with applicable data protection laws. The Customer acknowledges and agrees that Hexagon is not capable of being a data controller due to Hexagon’s inability to determine the purpose and means of the processing of Personal Data provided by Customer to Hexagon. To the extent that: (a) Personal Data of Users or Authorized Cloud Users provided by the Customer to Hexagon pursuant to the Master Agreement is subject to the European Union General Data Protection Regulation 2016/679, as may be amended from time to time (“GDPR”); and (b) the Customer and Hexagon do not have a separate, written data processing agreement, then the Customer and Hexagon agree that the terms of Hexagon’s Data Processing Addendum, as updated from time to time, found at: https://www.hexagonsafetyinfrastructure.com/ - /media/Legal/Hexagon/SI/Policies/DPA/DPALP/DPA_LP_08-2019.pdf, shall apply.

18.2 Where Customer is responsible for providing Personal Data on behalf of Users or Authorized Cloud Users directly to Hexagon, Customer will secure and maintain all necessary consents and make all necessary disclosures before including Personal Data in Customer Data input to, or otherwise supplied to Hexagon. In the event Customer, including all its Users, does not consent to Personal Data being processed as a result of the Master Agreement, Customer acknowledges Hexagon may be unable to provide Services, Product(s), Maintenance Services, and/or Cloud Program (or part thereof).

18.3 Hexagon will only process Customer supplied Personal Data in accordance with the Customer’s lawful instructions and to the extent and as necessarily required to provide the applicable goods and services under the Master Agreement and for no other purpose. Except as may be otherwise required by law, contract, or judicial order, after expiration or earlier termination of the Master Agreement, Hexagon will destroy all Customer-supplied Personal Data in accordance with applicable data protection laws.

18.4 If Hexagon supplies maintenance, support, or subscription services to Customer with respect to third-party products, and if the third-party supplier or proprietor of such requires Customer be party to any data processing agreement in connection therewith, and if Customer has not separately executed an instrument to satisfy such requirement, then Customer and Hexagon agree that the terms of the applicable third-party dat a processing agreement, as updated from time to time, found at https://www.hexagonsafetyinfrastructure.com/-
/media/Legal/Hexagon/SI/Policies/DPA/DPALP/DPA_LP_08-2019.pdf, shall apply. 19 Assignment.

Neither Party shall assign, sublet, or transfer all or any portion of the Master Agreement, nor any interest in the Master Agreement, without the express written consent of the non-assigning Party, which consent may be granted or withheld in the sole discretion of the non- assigning Party. Notwithstanding the foregoing, Hexagon may assign its rights and obligations under the Master Agreement, without the approval of Customer to: (1) an Affiliate or (2) another business entity in connection with a merger, consolidation, or reorganization of Hexagon or any of its subsidiaries.
20 Cooperative Purchasing.

If Customer is a government entity, another government entity (referred to in this paragraph as a cooperative purchaser) may, with prior written consent of Hexagon, use the Master Agreement, excluding Orders to which it is not a party, as a contract vehicle for its purchases from Hexagon; provided that in such event the term “Customer” shall refer solely to the relevant cooperative purchaser with respect to its Attachment 1

transaction and shall not refer to the cooperative purchaser with respect to transactions not for its direct benefit. Product(s) and services will be priced and scoped upon request of the cooperative purchaser and dependent upon the scope of the intended project. To the extent this clause is exercised by any cooperative purchaser with Hexagon’s consent, Hexagon shall deal directly with the cooperative purchaser regarding the scope and pricing of the project. Cooperative purchasers shall make their own legal determination as to whether the collective purchasing permitted by this clause is consistent with laws, regulations, and other policies applicable to the cooperative purchaser; and, Customer shall have no liability with respect to obligations of any cooperative purchaser utilizing the terms of this section 20 to place Orders under the Master Agreement.
21 Export.

Equipment/Content, and Hexagon IP, including any technical data related to Software, Services, Maintenance Services, or Cloud Programs , are subject to the export control laws and regulations of the United States. Diversion contrary to United States law is prohibited. Equipment/Content and/or Hexagon IP, including any technical data related to Software, Services, Maintenance Services, or Cloud Programs , shall not be exported or re-exported, directly or indirectly (including via remote access), under the following circumstances:
• To Cuba, Iran, North Korea, Syria, the Crimean region of Ukraine or any national of these countries or territories;
• To any person or entity listed on any United States government denial list, including, but not limited to, the United States Department of Commerce Denied Persons, Entities, and Unverified Lists, the United States Department of Treasury Specially Designated Nationals List, and the United States Department of State Debarred List (http://export.gov/ecr/eg_main_023148.asp); • To any entity if Customer knows, or has reason to know, the end use is related to the design, development, production, or use of missiles, chemical, biological, or nuclear weapons, or other unsafeguarded or sensitive nuclear uses; and/or
• To any entity if Customer knows, or has reason to know, that a reshipment contrary to United States law or regulation will take place.

Customer agrees to comply with all applicable export control laws and regulations. User shall not request information or documentation where the purpose of such request is to support, give effect to or comply with a boycott of any country that is not sanctioned by the United States, including but not limited to the Arab League boycott of Israel. Any questions regarding export or re-export of the Software should be addressed to Hexagon’s Export Compliance Department at 305 Intergraph Way, Madison, Alabama, 35758, USA or at [email protected]. If the Software Customer received is identified on the media as being ITAR -controlled, the Software has been determined to be a defense article subject to the U.S.

International Traffic in Arms Regulations (“ITAR”). Export of the Software from the United States must be covered by a license issued by the Directorate of Defense Trade Controls (“DDTC”) of the U.S. Department of State or by an ITAR license exemption. The Software may not be resold, diverted, or transferred to any country or any end user, or used in any country or by any end user other than as authorized by the existing license or ITAR exemption. Subject to the terms of the EULA included herein, such Software may be used in other countries or by other end users if prior written approval of DDTC is obtained.

If Customer is located outside the United States, Customer is responsible for complying with any local laws in Customer’s jurisdiction which might impact Customer’s right to import, export or use the Software, and Customer represents that Customer has complied with any and all regulations or registration procedures required by applicable law related to the use and importation of the Software. 22 Non-Solicitation of Employees.

Customer agrees it will not, without the prior written consent of Hexagon, solicit any Hexagon employee, or induce such employee to leave Hexagon’s employment, directly or indirectly, during the Term and for a period of twelve (12) Months after the Master Agreement expires or is terminated.

Attachment 1

23 Miscellaneous.

23.1 Authority. Each Party represents and certifies to the other Party it has the requisite legal authority to enter into and be bound by the Master Agreement and all Orders arising from the Master Agreement.

Any individual purporting to execute or accept a Quote, Primary Contracting Document, or any Order Documents governed by the Master Terms on behalf of a Party represents and warrants to the other Party that such individual has the authority to bind, and does bind, the Party on whose behalf such individual purports to execute or accept such instrument(s). By issuance of a Quote to Customer without the word “DRAFT” or similar markings thereon, Hexagon represents it has the requisite legal authority to enter into and be bound by the Master Agreement and the Order intended to result from the Quote. By executing the Quote and returning it to Hexagon or otherwise entering into an Order, Customer represents and certifies to Hexagon it has the requisite legal authority to enter into and be bound by the Master Agreement and the Order associated therewith.

23.2 Survival. In addition to other provisions that are specifically identified as surviving termination of this Master Agreement, the rights and obligations in sections titled “IP Ownership,” “Limitation of Liability,” “Dispute Resolution,” “Confidential Information,” “Export,” and the terms of any license or access granted pursuant to the Master Agreement (including, but not limited to, Exhibit A, Exhibit D, Exhibit E, and/or Exhibit F), shall survive and continue after expiration or termination of the Master Agreement, shall remain in effect until fulfilled, and shall apply to any permitted successors and assigns. Upon termination of the Master Agreement, the provisions of the Master Agreement, including those in the preceding sentence, which by their express terms survive termination, shall remain in full force and effect.

23.3 Waiver. The waiver by either Party of any of its rights or remedies in enforcing any action or breach under the Master Agreement in a particular instance shall not be considered as a waiver of the same or different rights, remedies, or actions for breach in subsequent instances.

23.4 Severability. If any provision of the Master Agreement or an Order is void, voidable, unenforceable, or illegal in its terms, but would not be so if it were rewritten to eliminate such terms that were found to be voidable, unenforceable, or illegal and such rewrite would not affect the intent of the provision, then the provision must be rewritten to be enforceable and legal.

23.5 Headings. Numbered topical headings, articles, paragraphs, subparagraphs or titles in the Master Agreement are inserted for the convenience of organization and reference and are not intended to affect the interpretation or construction of the terms thereof.

23.6 Governing Law. The Master Agreement shall for all purposes be construed and enforced under and in accordance with the laws of the State of California. The Parties agree to submit to the jurisdiction of and agree that venue is proper in state or federal courts having jurisdiction over Santa Clara County .

The Parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Master Agreement.

23.7 Governing Language. The controlling language of the Master Agreement is English. If Customer received a translation of the Master Agreement into another language, it has been provided for convenience only.

23.8 Independent Contractor. The Parties agree that Hexagon is an independent contractor, that nothing in the Master Agreement shall be construed as establishing or implying a relationship of master and servant between the Parties, or any joint venture or partnership between the Parties, and that nothing in the Master Agreement shall be deemed to constitute either of the Parties as the agent of the other Party or authorize either Party to incur any expenses on behalf of the other Party or to commit the other Party in any way whatsoever. Hexagon and its agents, employees, or subcontractors shall at no time be deemed to be agents, employees, or subcontractors of Customer, or be deemed to be under the control or supervision of Customer when carrying out the performance of its obligations in the Master Agreement.

Without the prior written consent of Customer, Hexagon shall not carry on any activity that could be construed as being on behalf of Customer.

Attachment 1

23.9 Limitation on Claims. Except as otherwise prohibited from applicable law, no claim, regardless of form, arising out of or in connection with the Master Agreement may be brought by Customer more than two (2) years after the event giving rise to the cause of action has occurred.

23.10 Anti-Bribery. Each Party hereby certifies it shall comply with all applicable laws in carrying out its duties under the Master Agreement, including, but not limited to, the United States Foreign Corrupt Practices Act (“FCPA”). In particular, Customer, on behalf of itself and its Affiliates, and Hexagon, each severally represent and agree that: such party is familiar with the FCPA and its purposes and agrees to comply with the acts; specifically, such party is aware of and will comply with the FCPA’s prohibition of the payment or the gift of any item of value, either directly or indirectly, to an official of a government, political party or party official, candidate for political office, or official of a public international organization, for the purpose of influencing an act or decision in his/her official capacity, or inducing him/her to use his/her influence with the government to assist a company in obtaining or retaining business for, with, or in that country or directing business to any person; such party has not made, and will not make, payments to third parties which such party knows or has reason to know are illegal under the FCPA, or the laws of any applicable jurisdiction; and the method of making payment to Hexagon as provided hereunder is not in violation of the law of any applicable jurisdiction. Either Party has the right to terminate the Master Agreement upon any violation of the FCPA or similar laws by the other Party.

23.11 Nondiscrimination and Compliance with Laws. In providing Services hereunder, Hexagon agrees to comply with all applicable laws and regulations, including but not limited to those relating to nondiscrimination and civil rights. Hexagon agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes and unemployment compensation and workers' compensation premiums. Hexagon shall have and keep current at all times during the term of this contract all licenses and permits required by law.

23.12 Conflict of Interest. Hexagon covenants that Hexagon presently has no interest and shall not knowingly acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Hexagon further covenants that in the performance of this Agreement, no person having any such interest shall be knowingly employed by Hexagon. This covenant shall not prohibit Hexagon from offering the same or similar Software and Services to other entities.

23.13 Books of Record and Audit Provision. Hexagon shall maintain complete records relating to this Agreement for a period of five (5) years from the completion of Services hereunder. Said records shall be maintained in sufficient detail to establish the accuracy of charges for services provided and corresponding calculations of any sales tax payable.

Hexagon shall permit City to audit said records at City’s expense. Said audit may be conducted where the records are ordinarily kept, upon fifteen (15) days notice.

24 Entire Agreement.

The Master Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. Except as otherwise provided in the Primary Contracting Document, the Master Agreement supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used to in any way modify the expressed understandings of the Master Agreement.

The Master Agreement may not be amended or modified unless so done in a writing signed by authorized representatives of both Parties. The pre-printed terms and conditions of Customer’s PO or any other terms and conditions of a Customer PO shall be void, even if issued subsequent to the effective date of the Master Agreement, and shall not be deemed to constitute a change to the Master Agreement.

Attachment 1

EXHIBIT A

END-USER LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY: This EULA is a legal agreement by and between User and Hexagon. Software is also subject to Use Terms. Any software, including, without limitation, any third party components and/or Updates, associated with a separate end-user license agreement is licensed to User under the terms of that license agreement. Use Terms applicable to an Update shall apply to the Update. All use of the Software is subject to applicable Order Documents.

1.0 LICENSE GRANT. Provided User is not in breach of any term or condition of this EULA, Hexagon hereby grants User a limited, non-exclusive license up to the quantity of Software licenses purchased by User to: (i) install and use the Software, in object code form only; (ii) use, read, and modify D ocumentation prepared by Hexagon and delivered to User pursuant to the Order Documents; and/or (iii) view and/or use Hexagon audio-visual training materials provided to User pursuant to the Order Documents; provided all of the foregoing shall be strictly for User’s internal use and strictly in accordance with this EULA and the applicable Order Documents. The license is non-transferable, except as specifically set forth in this EULA. User assumes full responsibility for the selection of the Software to achieve User’s intended results, and for the installation, use and results obtained from the Software.

2.0 UPDATES. If the Software is an Update to a previous version of the Software, User must possess a valid license to such previous version to use the Update. Neither the Software nor any previous version may be used by or transferred to a third party. All Updates are provided to User on a license exchange basis and are subject to all of the terms and conditions of this Master Agreement.

By using an Update, User (i) agrees to voluntarily terminate User’s right to use any previous version of the Software, except to the extent that the previous version is required to transition to the Update; and (ii) acknowledges and agrees that any obligation that Hexagon may have to support the previous version(s) of the Software will end upon availability of the Update. If an Update is provided in resolution of a reported product issue, User will take prompt action to install such Update as directed by Hexagon. If User fails to do so, User acknowledges that the Software before update may not work correctly or that User will not be able to take advantage of all the Software’s available features. In such event, Hexagon will not be liable for additional costs User incurs because of User’s failure to install such Update. For Third Party Software, please read carefully the applicable Third Party Terms regarding concurrent use of an Update and the prior version of Software during transition to the Update as the Third Party Terms may differ from terms applicable to Hexagon Software Products.

3.0 RIGHTS AND LIMITATIONS.

3.1 The Following are Permitted for User’s License:

User may make one copy of Software media in machine readable or printed form and solely for backup purposes. Hexagon retains ownership of all User created copies. User may not transfer the rights to a backup copy unless User transfers all rights in the Software and license as provided for in Section 3.2.1 below. Any other copying of the Software, any use of copies exceeding the number of copies User has been authorized to use and has paid for, and any distribution of the Software not expressly permitted by this EULA, is a violation of this EULA and of federal and/or applicable governing law.

3.2 The Following are Prohibited for User’s License:

3.2.1 User shall not sell, rent, license, lease, lend or otherwise transfer the Software, or any copy, modification, or merged portion thereof without Hexagon’s express written consent for such transfer, which consent may not be unreasonably Attachment 1

withheld. Any such unauthorized transfer will result in automatic and immediate termination of the license.

3.2.2 The Software is licensed as a single product. User shall not, and User shall not authorize anyone else to: (i) decompile, disassemble, or otherwise reverse engineer the Software; (ii) work around any technical limitations in the Software; (iii) publish the Software for others to copy or use; (iv) use, copy, modify, distribute, disclose, license or transfer the Software, or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this EULA; (v) re - use the component parts of the Software with a different software product from the one User is licensed to use or on different computers; (vi) circumvent any license mechanism in the Software or the licensing policy; (vii) publish to a third party any results of benchmark tests run on the Software; (viii) use or view the Software for any purposes competitive with those of Hexagon; (ix) use the Software except as expressly set forth in this EULA; and (x) unless otherwise specifically permitted in writing by Hexagon, use the Software outside the country in which it is licensed.

3.3 Fault Tolerance.

The Software is not one hundred percent (100%) fault tolerant. Unless the Software’s Documentation expressly provides the contrary, the Software is not designed or intended for use in any situation where failure or fault of any kind of the Software could l ead to death or serious bodily injury of any person, or to severe physical, property or environmental damage (“High- Risk Use”); and, User is not licensed to use the Software in, or in conjunction with, any High-Risk Use.

High-Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following:
operation of aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices. User hereby agrees not to use the Software in, or in connection with, any High-Risk Use. High Risk Use shall not mean use of the Software for purposes for which it is regularly marketed and sold (e.g., public safety and utility dispatch software may be used to dispatch police, fire, emergency medical services, and emergency utility services).

3.4 Licensing Mechanism Disclaimer.

Without waiver of any of its rights herein, Hexagon may at its sole discretion provide User who is operating public safety Software a licensing mechanism to allow such Software to be available for use even when User has accessed all of its purchased licenses. Regardless of whether it receives the licensing mechanism, User acknowledges it is permitted to use the Software only up to the number of licenses it has purchased. Any usage of Software beyond the amount purchased by User will be subject to the payment of additional fees by User to Hexagon at then current prices for the Software in like manner as provided in Section 6.2 below (Audit).

3.5 Surge License
The Customer shall receive one (1) Surge License for the Primary Licenses for the OnCall Dispatch Subsystem. In addition to the license requirements set forth herein, the following provisions shall apply to the Surge License.

3.5.1 The Surge License shall permit Customer during the course of a calendar year (January to December) to use up to 150% additional Primary Licenses of OnCall Dispatch that have been previously purchased and are under a Maintenance Contract subject to the limitations below.

3.5.2 The Surge License may be used for no more than eight (8) calendar days per year. The Surge License will be considered as having been used on a calendar day if the Customer’s measured usage of any Software Product within the OnCall Dispatch Subsystem exceeds the Attachment 1

maximum number of Primary Licenses for that Software Product purchased by the Customer and has on an active Maintenance Contract (“Production Licenses Allotment”)1.

3.5.3 The Customer must remain on an active Maintenance Contract between Customer and Hexagon. The Surge License shall be automatically relinquished if the Customer’s OnCall Dispatch Subsystem is not on an active Maintenance Contract

3.5.4 Should the Customer use the Surge License for all eight (8) days in a calendar year, then for any use beyond the Production Licenses Allotment such additional use shall result in the remedies provided in Section 6.2 below.

3.5.5 Prior to any over -usage of Software in excess of the Surge License, the Customer may request an extension of the Surge License, however, it is acknowledged Hexagon may or may not accommodate such request at its sole discretion.

3.5.6 The Surge License may only be used in a production environment and shall not be used for testing or training or in a test/train environment, if any.

3.5.7 The Surge License does not and shall not apply to any Third Party Software. 4 USER OBLIGATIONS.

4.1 The Software may require User’s System to comply with specific minimum software, hardware, and/or Internet connection requirements. The specific minimum software, hardware, and/or Internet connection requirements vary by Software and type of license and are available from Hexagon upon request.

4.2 User is responsible, and bear s the sole risk, for backing up all systems, software, applications, and data, as well as properly using the Software.

4.3 At all times, User must keep, reproduce and include all copyright, patent, trademark and attribution notices on any copy, modification or portion of the Software, including, without limitation, when installed, used, checked out, checked in, and/or merged into another program.

4.4 User shall comply with the Use Terms, including limitations that apply to specific types of licenses identified therein.
5 TERM.

5.1 For a Perpetual License, this EULA is effective until terminated (i) by User, by returning to Hexagon the original Software or by permanently destroying the Software, together with all copies, modifications, and merged portions in any form; (ii) by Hexagon, upon User’s breach of any of the terms hereof or User’s failure to pay the appropriate license fee(s); or (iii) upon User’s installation of an Update that is accompanied by a new license agreement covering the Software Update. User agrees upon the termination of this EULA to cease using and to permanently destroy the Software (and any copies, modifications and merged portions of the Software in any form, and all of the component parts of the Software), and to certify such destruction in writing to Hexagon.

For a Subscription License, this EULA is effective until the User’s Subscription Term expires without being renewed; by Hexagon upon User’s breach of any of the terms hereof; User’s failure to pay the appropriate Subscription License fee(s); or, the Subscription is otherwise terminated. User agrees upon the termination of this EULA or expiration of User’s Subscription to cease using and to permanently destroy the Software (and any copies, modifications, and merged portions of the Software in any form, and all of the component parts of the Software), and to certify such destruction in writing to Hexagon.

1 Subject to the purchase of additional OnCall Dispatch Subsystem licenses, the specific details comprising the Production Licenses Allotment is set forth in the Bill of Materials within Attachment A-1 of Order 1.

Attachment 1

6 AUDIT.

6.1 Hexagon shall have the right to:

6.1.1 Audit User’s use of the Software and User’s compliance with the provisions of this EULA during User’s normal Business Hours. Hexagon will provide User with thirty (30) days prior written notice of an audit under this Section. Hexagon’s right to conduct this type audit shall be limited to twice per calendar year. Prior to the start of an audit, Hexagon’s personnel will follow the CJIS compliant as outlined by the City Department of Public Safety. During the audit, User shall allow Hexagon’s personnel to be provided reasonable access to both User’s records and personnel.

6.1.2 Obtain certain documentation from User , as follows. If the Software includes logging mechanisms intended to track usage volume or quantity, User shall transmit log files associated therewith to Hexagon upon Hexagon’s demand and in accordance with Hexagon’s reasonable transmission instructions. Hexagon will not demand the transmission of usage tracking log files more frequently than four (4) times in any calendar year.

6.2 In the event the results of the audit in Section 6.1.1 or the documentation provided by User in Section 6.1.2 indicate User has used unlicensed Software or quantities thereof, User agrees to promptly pay Hexagon: (i) the current list price for each unlicensed Software used by User; (ii) interest of two percent (2%) per month or the highest rate allowed by applicable law for each month, commencing with the initial month of unlicensed usage of the Software); and (iii) the costs for the audit in Section 6.1.1. The remedies provided in sections (ii) and (iii) shall apply if, and only if, the System includes mechanisms for the Customer to see its Software usage and shall not apply to over usage from theCustomer’s use of the Surge License in accordance with Section 3.5 of this EULA.

END OF EXHIBIT A

Attachment 1

EXHIBIT B

MAINTENANCE TERMS AND CONDITIONS FOR SOFTWARE
These terms and conditions (“Maintenance Terms”) govern the provision of maintenance and support services by Hexagon with respect to Covered Products.

1. DEFINITIONS.

All capitalized terms not otherwise defined herein shall have the meaning set forth in the associated Exhibit titled “Common Terms Glossary.”

2. TERM.

2.1. Term. The Maintenance Contract shall begin, retroactively (if applicable), on the first calendar day of the first Month of the Coverage Period and shall expire on the last calendar day of the last Month of the Coverage Period. The Coverage Period shall be for whole Months only.

2.2. Renewal. Prior to expiration of the Coverage Period, Hexagon may submit to Customer a renewal quote with pricing for extension of the Coverage Period. The Parties may extend the Coverage Period pursuant to Order Documents.

2.3. Lapse. In the event of a Lapse: (i) Hexagon shall, at any time, be entitled to discontinue Maintenance Services, in whole or in part, for the affected Covered Products; (ii) Hexagon shall be relieved of any previously provided pricing commitments or options for Maintenance Services, if any, related to time periods following the Lapse; and, (iii) Hexagon may permit Customer to reinstate support for Covered Products pursuant to Hexagon’s then current policies and practices, including any policies or practices related to payment of reinstatement fees.

3. SCOPE OF COVERAGE FOR COVERED SOFTWARE PRODUCTS.

Maintenance Services described in this Section apply to Covered Software Products only. Maintenance Services for Covered Third Party Products are separately stated.

Hexagon offers three levels of Maintenance Services for Covered Software Products, dependent upon the Software Product and other factors. Under all levels of Maintenance Service, Hexagon shall provide reasonable commercial efforts to aid in the diagnosis of Defects. Under all levels of Maintenance Services, but only until the subject Software Product version reaches Version Limitation I or Version Limitation II, Hexagon shall provide reasonable commercial efforts to aid in correction of Defects. After a Software Product version reaches Version Limitation I, but only until the subject Software Product reaches Version Limitation II, Hexagon shall provide reasonable commercial efforts to aid in correction of Level One Defects only. The level of Maintenance Services for each Software Product is identified in the Order Documents, subject however to Version Limitations. Defect corrections provided by Hexagon shall, unless otherwise agreed by Hexagon, be delivered within Hexagon’s product releases, and in accor dance with Hexagon’s standardized release cycles. Levels of Maintenance Services are as follows:

3.1. Advantage Support. Advantage Support will include and be limited to the diagnostic and Defect correction support as described above, and the following: Out -of-the-box functionality support via the support help desk (telephone or eService via the Designated Portal; and, access to any available Hexagon problem knowledge base online self -help tool. Phone support is available Monday through Friday from 5 AM – 5PM at Customer’s local time, excluding Hexagon-observed holidays (i.e. New Years Day, MLK Jr. Birthd ay, Memorial Day, Independence Day, Labor Day, Thanksgiving and Friday thereafter, Christmas through New Years’ Eve). Local variances in Attachment 1

support hours will be posted online or can be determined by contacting Customer’s local Hexagon office.

3.2. Standard Support. Standard Support will include and be limited to the following:

3.2.1. All features of Advantage Support.

3.2.2. Access to available Updates of Covered Software Products. Hexagon will notify Customer when Updates are made available for any Covered Software Products for which Maintenance Services have been purchased, by way of posting notices of such to the “Support Notices and Announcements” section on the Designated Portal site , where available, or via direct notification by Hexagon. Updates are shipped to Customer upon Customer’s request logged in the Designated Portal site. Hexagon is not obligated to produce any Updates. For avoidance of doubt, a Customer’s entitlement to Updates shall not include entitlement to any therein embedded or otherwise related module or function which is licensed and priced separately from Covered Products for which Customer has purchased an entitlement to Updates.

3.3. Premium Support. Premium Support will include all features available under Standard Support (subject to Version Limitations). Additionally, for a Level One Defect, phone support is also available after-hours and on Hexagon-observed holidays. On no more than a quarterly basis the Vice President responsible for the HelpDesk will participate in a remote meeting with the Customer upon the Customer’s request.

3.4. Product Change Requests will be reported in like manner as set forth in Section 3.1. Hexagon will review Product Change Requests and at its sole discretion decide whether to make the requested change to the Covered Product(s) through an Update. Product Change Requests not accepted may be the subject of a separate Order between the Parties. For the avoidance of doubt, to the extent Hexagon agrees to make a requested change to a Covered Product pursuant to a Product Change Request, any and all IPR resulting from the Update, including the change or modification is and shall remain the property of Hexagon.

4. MINIMUM SYSTEM REQUIREMENTS; CUSTOMER’S OBLIGATIONS.

Performance of Maintenance Services by Hexagon is specifically conditioned upon the following minimum system requirements and fulfillment by Customer of the following obligations (collectively, minimum system requirements and customer obligations hereinafter referred to as “Customer Obligations”):

4.1. System Requirements. Customer is responsible for ensuring: the System Equipment and network infrastructure meet minimum system requirements specified by Hexagon and made available to Customer upon request; its System Equipment and network infrastructure are adjusted as required to accommodate Updates of Covered Products; compatibility of non- Hexagon provided products with products provided by Hexagon; and, its systems, software, and data are adequately backed up. Hexagon is not liable for lost data.

4.2. Hexagon Access and Customer Cooperation. Customer’s system and/or System Equipment must have input and output devices that enable the use of Hexagon’s diagnostic programs and supplemental tests. Customer will permit Hexagon to electronically access Customer’s system via Secure Access Tool . Customer will ensure availability of its own system technical support personnel so that Hexagon can fulfill its Maintenance Services obligations. When reporting problems to Hexagon’s support help desk, Customer will provide a complete problem description, along with all necessary documents and information that is available to Customer and required by Hexagon to diagnose and resolve the problem. Customer will grant all necessary access to all required systems as well as to the Covered Products, and any other reasonable assistance needed. Customer will carry out any reasonable instructions and will install any necessary patches, Defect corrections, or Updates. Customer will establish authorized contact identities which are each authorized to make use of the Maintenance Services (“Authorized Contacts”). To be an Authorized Contact , the person shall have completed the Hexagon provided System Administrator training course for the applicable System. Customer is obligated to select only those personnel for this task who are suitable for it by means of training and function, and who have knowledge of Customer’s operating system, network, and hardware and software.

Attachment 1

Authorized Contacts have adequate expertise, training, and experience to provide professionally accurate descriptions of malfunctions and facilitate Hexagon’s efficient response. Authorized Contacts must have successfully completed Hexagon product training, or complete it at the next available scheduled opportunity, for those products for which formal training is available.

Customer will bear the cost of this training. Customer will enter and/or log requests for assistance in such systems, and utilizing such forms, as Hexagon may designate from time to time.

5. EXCLUDED SOFTWARE SERVICES.

Services for the following are outside the scope of the Maintenance Contract and may be available under separate Order at an additional charge (collectively “Excluded Services”):

5.1. Installation of any Covered Product, Update, or interface software;

5.2. Network configuration;

5.3. Configuration or customization of Covered Products to Customer or other third party requirements (except as necessary to remedy a Defect);

5.4. System-level tuning and optimization and system administration support;

5.5. Training;

5.6. Services required because the Authorized Contact is not available or is not trained;

5.7. On-site services (unless waived by Hexagon, in its sole discretion);

5.8. Services required due to modifications of Covered Products by Customer;

5.9. Services required due to use other than in the ordinary manner intended for the Covered Products, or use in a manner that contravenes terms hereunder, or Customer’s disregard of the installation and operating instructions according to the Documentation provided with the Covered Products;

5.10. Services required due to failure of software or hardware that is not a Covered Product;

5.11. Services required due to Customer’s use of hardware or software that does not meet Hexagon specifications or failure of Customer to maintain or perform industry standard maintenance on Customer’s hardware or software;

5.12. Services required due to software or portions thereof that were (i) incorrectly installed or configured (other than by Hexagon) , (ii) used in an environment inconsistent with the support environment specified by Hexagon, and/or (iii) used with peripherals, operational equipment or accessories not conforming to Hexagon’s specifications;

5.13. Services required due to cases of force majeure, especially lightning strikes, fire or flood, third- party criminal acts, or other events not caused through Hexagon’s fault;

5.14. Services required due to Customer’s failure to fulfill the Customer Obligations; and/or

5.15. Services required due to faulty or incomplete Customer data.

6. COVERED THIRD PARTY PRODUCTS.

Support and Updates of Covered Third Party Products shall be provided in the fashion and to the extent or duration that Hexagon is authorized to provide such by the third party manufacturer of the Covered Third Party Products, and such Covered Third Party Products and related services may be subject to additional terms and conditions of the third party manufacturer of the Third Party Software.

Services and updates for any Third Party Software not listed in the Order Documents as Covered Products must be obtained from the third party owner of the products or their designated representative.

7. REQUIRED COVERAGE.

7.1. Multiple or Interdependent Licenses. If Customer holds multiple licenses for any Covered Product, all held licenses must be included as Covered Products in the Maintenance Contract.

Attachment 1

7.2. Prerequisite Licenses. All prerequisite licenses for Software Products necessary to operate the Covered Products, together with all licenses of Software Products interoperating with Covered Products in a single solution, must be included as Covered Products in the Maintenance Contract.

8. ADDITIONS AND REMOVALS OF COVERED PRODUCTS.

8.1. Additions of Covered Products. Software Products licensed from Hexagon during the term of the Maintenance Contract may be added as Covered Products, if such addition is addressed through additional related Order Documents. If Software Products are not added as Covered Products by commencement of Production use thereof, Hexagon may permit Customer to add them as Covered Products, but subject to additional fees payable pursuant to Hexagon’s then current policies or practices.

8.2. Removal of Covered Products from Maintenance. Either Party may provide written notice to the other Party at least sixty (60) calendar days prior to the end of any Coverage Period Anniversary of its intent to remove any individual Covered Products from the Maintenance Contract at the end of the then current and contracted Coverage Period or any Coverage Period Anniversary.

Neither Party may remove Covered Products except upon Coverage Period renewal or extension or Coverage Period Anniversary; provided that Hexagon may additionally remove Covered Products as part of a general discontinuance program at any time upon one hundred eighty (180) days’ written notice. Customer may not remove from the Maintenance Contract individual software licenses of a Covered Product for which Customer has multiple copies under Maintenance Services or for Covered Products that are being used interdependently, unless Customer has first certified to Hexagon on a “Software Relinquishment Agreement” that it surrenders and relinquishes all rights in and to the applicable Software licenses and the copies of the Covered Product for which Customer desires to cease Maintenance Services (the “Relinquished Licenses”) for the renewal Coverage Period have been uninstalled and removed from its System(s). Should Customer desire to resume usage of the Relinquished Licenses at a later date, Customer must re-purchase the licenses at the then current list price.

9. PAYMENT.

9.1. Terms of Payment. Charges for Maintenance Services are due and payable annually and in advance. All charges are due in accordance with the Master Terms above. Charges for Covered Software Products added during a Coverage Period shall be prorated to the remaining Months of the Coverage Period, in whole Month increments only, and such charges shall be due and payable in full upon receipt of invoice. Covered Third Party Products added during a Coverage Period are subject to Section 6 of these Maintenance Terms.

9.2. Past Due Accounts. HEXAGON RESERVES THE RIGHT TO REFUSE SERVICE TO ANY CUSTOMER WHOSE ACCOUNT IS PAST DUE. At the discretion of Hexagon, Customers who have not paid any charges when due (i) under the Maintenance Contract, (ii) under any other agreement between the Parties, or (iii) under any agreement between Hexagon and Customer’s parent and/or subsidiary, may not be rendered Maintenance Services until all past due charges are paid in full. The start of the Coverage Period shall not be postponed due to delayed payment of any charges.

9.3. Customer’s Responsibilities Concerning Invoice Questions. Subject to applicable law, if Customer intends to dispute a charge or request a credit, Customer must contact Hexagon within fifteen (15) days of the date on the invoice. Customer waives any right to dispute a charge or receive a credit for a charge for Maintenance Services that Customer does not report within such period.

Attachment 1

10. CUSTOMER ACKNOWLEDGEMENTS.

During the Coverage Period, Customer commits to the following:

10.1. Customer shall have reviewed the Order Documents and by executing the Order Documents confirms the Order Documents accurately reflects all Hexagon software in its possession or control.

10.2. Customer acknowledges and confirms that for all Covered Products supported under the Maintenance Contract, all licenses of a Covered Product for which Customer has multiple copies in its possession and all prerequisite licenses necessary to operate Covered Products, are accounted for in the Order Documents. If all like Covered Products or prerequisite software licenses are not accounted for in the Order Documents, Customer agrees to notify Hexagon so that Hexagon may issue a revised Quote to Customer.

10.3. Customer acknowledges and confirms Maintenance Services provided herein shall be utilized only for the quantity of Covered Products licenses listed in the Order Documents.

11. ADDITIONAL TERMS.

11.1. Pass-Through Third Party Warranties. Covered Third Party Products are only warranted pursuant to a pass -through warranty to Customer from the applicable Third Party Software manufacturer and only to the extent warranted by the applicable Third Party Softw are manufacturer.

11.2. Remedies. In the event a warranted Maintenance Service, Covered Product, or Update provided pursuant to the Maintenance Contract does not substantially comply with the limited warranties set forth in the Maintenance Contract, Hexagon’s entire liability and Customer’s exclusive remedy shall be, in Hexagon’s sole and absolute discretion, either (i) providing of a Service, Covered Product, or Update which conforms substantially with the warranty; or (ii) a refund of the purchase price of the particular warranted Service, Covered Product, or Update for the period of time that the warranted Service, Covered Product, or Update did not substantially conform to the limited warranties set forth in the Maintenance Contract.

Hexagon is acting on behalf of its suppliers for the sole purpose of disclaiming, excluding and/or limiting obligations and liability as provided in the Maintenance Contract, but in no other respects and for no other purpose.

11.3. WARRANTY DISCLAIMERS. In addition to the Warranty Disclaimer provided in the Master Terms, Hexagon will ensure that software release has completed company quality assurance and regression testing however this does not warrant that any Services, Covered Products, and Updates provided pursuant to the Maintenance Contract will meet Customer’s requirements, and under no circumstances does Hexagon warrant that any Services, Covered Products, and Updates will operate uninterrupted or error or Defect free.

11.4. Third Party Providers. Hexagon reserves the right to provide Maintenance Services through a third party provider (e.g. staff augmentation) who shall remain under the control of Hexagon.

END OF EXHIBIT B

Attachment 1

EXHIBIT C

PROJECT DELIVERABLE SIGN-OFF FORM
CUSTOMER NAME, CUSTOMER CITY – PROJECT NAME
Submission Date: Month/Day/Year Sign-Off Target Date: Month/Day/year Submitted By: Hexagon Contact Name Submitted To: Customer Contact Name Customer Contract #: Customer Contract Number Customer/Project #: Hexagon Project Number

TYPE OF DELIVERABLE

SOW Tasks Payments Plans/Designs Training Other

DELIVERABLE INFORMATION

DELIVERABLE DESCRIPTION $AMOUNT OF PYMT THIS SECTION DESCRIBES THE DELIVERABLE (If applicable) With the deliverable described above complete, the Customer shall have ten (10) Business Days after receipt of a written request from Hexagon, to either sign-off that the Task Acceptance Criteria has been satisfied or state in writing to Hexagon the reason the Task Acceptance Criteria has not been satisfied.

Sign-off of the Task shall be based solely upon satisfaction of the Task Acceptance Criteria stated in the Contract between Hexagon and CUSTOMER NAME dated Month/Day/Year and shall be indicated by the Customer signing the Project Deliverable Sign -off Form. If the Customer does not provide such sign-off or rejection within the ten (10) Business Days after delivery then the Task will be deemed to have been accepted.

The signature below acknowledges that Task Acceptance Criteria described in the Statement of Work and listed above has been satisfied and the Task is accepted.

Authorized Customer Representative
Customer Contact Name

_________________________________ ___________________________________

SIGNATURE DATE

END OF EXHIBIT C
Attachment 1

EXHIBIT D

OMITTED

Attachment 1

EXHIBIT E

OMITTED

Attachment 1

EXHIBIT F

COTS Training Program Terms
These terms and conditions (“COTS Training Program Terms”) govern the provision of the Training Curricula by Hexagon to Customer under a Fixed Price Project Assignment. Any additional terms in a Training Program Statement also apply; and, notwithstanding the order of precedence stated in the Master Terms, but without otherwise modifying such order of precedence, any conflict between these COTS Training Program Terms and any applicable Training Program Statement shall be resolved in favor of the Training Program Statement.

1. DEFINITIONS.

Capitalized terms used and not otherwise defined herein have the meanings assigned in the Common Terms Glossary.

2. SCOPE OF TRAINING PROGRAM.

Hexagon will provide the Training Curricula specified in the Quote and purchased by Customer, in accordance with and subject to the provisions of these COTS Training Program Terms and the applicable Training Program Statement(s). The Training Program Statements(s) and Quote shall describe the duration and delivery method for the Training Curricula; provided that if no duration is otherwise stated for a Training Curricula delivered by online means, Customer shall cease use thereof twelve (12) months following the date the Order was placed for the Training Curricula. For clari ty, the Services and Training Curricula described here are for potential, future Orders.

3. FEES
AND PAYMENT.

Unless otherwise expressly provided in applicable Training Program Statement(s) corresponding to the Order, fees for Training Curricula delivered by a live instruction method shall be invoiced as and when the Training Curricula is delivered; and fees for Training Curricula delivered by an online on -demand method shall be invoiced upon first delivery to Customer of the initial ability to access any portion of the Training Curricula.

4. SPECIFIC ONLINE TERMS.

4.1 Assignment of Credentials. For Training Curricula delivered by an online on- demand method, Customer acknowledges and agrees that: each specific student/user must be assigned individual credentials, thereby consuming one of the overall quantity of credentials available to Customer under the terms of the Order, and student/user credentials may not be shared or used by more than one student/user. Upon request, and subject to processing and any requirements of the Third Party Service Provider, credentials may be subject to reassignment to a new student/user and from a student/user no longer requiring access to the Training Curricula. The period of availability of an online on -demand Training Curricula shall not be extended due to delays in Customer's assignment of available credentials or in any reassignment of credentials.

4.2 Use Restrictions. Customer shall comply, and assure all students/users comply, with terms of use of the Training Curricula and the platform through which it is provided, including without limitation, each of the following: the platform and assets associated therewith shall never be used to perform unlawful activity or activity which interferes with networks, systems, or facilities associated with operation of the platform; the platform shall not be used to store, process, or publish threatening, disparaging, or offensive material, or material that constitutes Spam/E - Mail/Usenet abuse or to create a security risk or an infringement of privacy or IPR; the platform shall not be used for any activity intended to directly or indirectly circumvent security measures Attachment 1

of the Third Party Service Provider or Hexagon; and, the platform shall be used solely within the use requirements of the Third Part y Service Provider and solely for the purpose of consuming the Training Curricula.

Attachment 1

5. OWNERSHIP AND INTELLECTUAL PROPERTY.

In accordance with Section 6 of the Master Terms, Hexagon owns all right, title and interest in and to Training Curricula, and any other data and information provided as part of Training Curricula (except for data and information being owned by a third party), and all copies of all or any part thereof, are and shall remain vested in Hexagon. Third parties shall retain any and all IPR in and to their intellectual property that may be provided as part of the Training Curricula, to include without limitation the Third Party Service Provider’s retention of intellectual property associated with the platform through which any online on- demand Training Curricula is provided. Customer and its Affiliates shall not attempt to decompile, disassemble, obtain any source code for, or record Training Curricula, in whole or in part. Customer, for itself and its Affiliates and their respective personnel accessing the Training Curricula, acknowledges and agrees the Training Curricula is comprised of trade secrets, proprietary information, and Confidential Information, and that Customer, and its Affiliates shall not use, distribute, copy, record, perform, amend, alter, modify, create derivative works, reverse engineer, exploit, sublicense, or assign the Training Curricula or any component thereof except as expressly permitted by Hexagon. The Customer acknowledges Hexagon shall retain sole custody and control of the underlying online Training Curricula and any documents and information displayed therein. Unless otherwise set forth in the Training Program Statement, Hexagon shall only provide electronic copies of any specified Documentation. Without Hexagon’s express, written permission, Customer shall ensure student/user credentials issued to Customer are only assigned and/or used only by Customer’s employees.

6. CUSTOMER OBLIGATIONS.

Customer shall at all times be responsible for administering and monitoring the use of Training Curricula by its students/users. Training Curricula shall be used solely for Customer’s internal training purposes. Upon the termination of employment of any student/user, Customer will terminate that individual’s access to Training Curricula. Customer shall be responsible for supplying all components necessary to supply of the Training Curricula not expressly specified in the Training Program Statement as a deliverable by Hexagon.

Depending upon the nature and delivery method of the particular Training Curricula, components to be supplied by Customer may include, by way of example only, computers or software for use by students/users, internet connectivity, or training space at the Customer’s site.

END OF EXHIBIT F

Attachment 1

EXHIBIT G

COMMON TERMS GLOSSARY
“Acceptable Use Policy (AUP)” means the Acceptable Use Policy identified as such within Exhibit D (Cloud Program Conditions).
“Activity” or “Activities” means a single work activity/event or collection of work activities/events by a Party or by both Parties under a specified Task.
“Affiliate” means, for business entities, the parent business entity of a Party and any business entities in which a Party or its parent company directly or indirectly hold a controlling ownership interest. “Affiliates” means, for government entities which are Customers, an entity which has entered into an intergovernmental agreement with Customer which: (i) relates to or addresses the subject matter of the Primary Contracting Document; and (ii) was disclosed to, and acknowledged by, Hexagon (A) prior to the Effective Date for any existing intergovernmental agreements, and (B) prior to any renewal date of such Primary Contracting Document for any intergovernmental agreements entered into after the Effective Date. “Control” for the purposes of this definition means that Customer owns in excess of fifty percent (50%) of the ownership interest of the Affiliate or owns a majority of the voting shares of the Affiliate. For purposes of Section 9 in the General Terms and Conditions, an Affiliate is not a third party. “Authorized Cloud User” means an individual user authorized by the Customer to use an entire Cloud Program on behalf of the Customer and for whom an account is set up by which the Authorized Cloud User can utilize Cloud Services Support and log Cloud Service Requests and Product Change Requests. “Auxiliary System License” means the license(s) of Software Product made available by Hexagon for select Software Products to augment Production System Licenses. Each Auxiliary System License requires a corresponding Production System License and the term of the Auxiliary System License shall not exceed the term of the applicable Production System License.
“Beta Software” means any version of Software Product prior to a generally available commercial release of such Software Product.
“Business Day” means any day other than a weekend or public holiday in the country listed on the Quote. “Business Hour” means an hour occurring during a Business Day and during the generally recognized eight (8) working hours comprising the Business Day at the Customer’s location. “Catastrophic Event” means a rare circumstance in which mass casualties and/or significant property damage has occurred or is imminent (e.g. , September 11th, hurricanes greater than Category 2 on the Saffir-Simpson scale, earthquakes greater than 6.1 on the Richter scale). “Change Order” means a document executed or accepted in writing by both Parties that modifies the scope, price, milestones, and/or project schedule of an Order. “Client” means a computing device connected to a Server.

“Cloud Anniversary” means the anniversary of the date on which Hexagon provided the License Key (s) to Customer.
“Cloud Application(s)” means the Hexagon software applications, including without limitation application programming interfaces made available by Hexagon through the Cloud Portal as part of the Cloud Program.

Cloud Application(s) are subject to Cloud Services Schedules. “Cloud Consulting Services” means Services that relate to the Cloud Program including, but not limited to, implementation, configuration, customization, data conversion, Onboarding, design, training, and or enhancement of the Cloud Program.

Attachment 1

“Cloud Cutover” means the point in time when Customer first uses the Cloud Program for its generally marketed purpose.
“Cloud Development Environment” means a logical group of virtual or physical computers comprised within the Cloud Environment to which the Customer will be provided with access and use for the limited purpose of making modifications, as specifically permitted herein, to the Cloud Application. For purposes of clarity, the Cloud Development Environment cannot be used in Production or for training purposes. “Cloud Environment” means the collection of remote environments provided to Customer on which the Cloud Application(s) operates and that is supported by Hexagon. “Cloud Optional Services” means those certain Hexagon Software Products that provide ancillary functionality or capability to the Cloud Applications, including, but not limited to, interfaces and custom forms and functionality. Unless specific Cloud Optional Services are identified in the Quote with a corresponding purchase commitment from Customer, Cloud Program does not include Cloud Optional Services. “Cloud Portal” means the website through which Customer accesses and uses the Cloud Program. The Cloud Portal provides access to the Cloud Program according to Customer’s rights, and further provides access to additional Cloud Services, as made available by Hexagon. “Cloud Program” means the combination of Cloud Services, Cloud Application(s), Local Software, Third Party Software , and Cloud Optional Services provided pursuant to the Order Documents. The components of the Cloud Program are specifically identified in the Quote and for purposes of this definition shall mean only those components and not any other components not specifically listed in the Quote. “Cloud Program Fees” means, collectively, any of the fees payable by Customer to Hexagon for the Cloud Program (or any part thereof). Cloud Program Fees shall be in the amount described in the Quote and/or Cloud Services Schedule, and shall be invoiced on an annual basis, except to the extent otherwise expressly provided in the Primary Contracting Document or the Cloud Services Schedule. “Cloud Program Start Date” means the date on which the first License Key(s) are provided to the Customer. For Cloud Program Fees purposes, Cloud Program use by Customer will be assumed to be for the entire Month in which the Cloud Program Start Date falls regardless of the actual date in such Month that access to the applicable Cloud Application began.
“Cloud Service Request” means a request made to the first level support service to diagnose and address an Error in a Cloud Application or to report the purchased Cloud Application(s) is not Available. “Cloud Services” means the services, service levels, Cloud Services Support, Customer Cloud Environment, and Third Party Service Provider’s hosting services (which are more particularly described in the Cloud Services Schedule(s)), for Cloud Application(s), Cloud Optional Services, and Third Party Software and ordered by the Customer.
“Cloud Services Schedule” means a document(s) titled “Cloud Services Schedule” related to one or more
Cloud Application(s) that contains additional details regarding the Cloud Services being provided to Customer with respect to the applicable Cloud Program components purchased by Customer . In the absence of Cloud Service Schedule(s) being included within the Order Documents, Cloud Services Schedules may be found at https://www.hexagonsafetyinfrastructure.com/ - /media/Legal/Hexagon/SI/TPS/CSS-LLP.pdf, which Schedules are incorporated into the Order as if fully set forth therein.
“Cloud Services Support” means the service specified as such in the Cloud Conditions through which Customer can report Cloud Service Requests and Product Change Requests. “Cloud Staging Environment” or “Cloud Testing Environment” means a logical group of virtual or physical computers comprised within the Cloud Environment to which the Customer will be provided with access and use for the limited purposes of testing modifications and training, as specifically permitted herein, to the purchased Cloud Application(s). For purposes of clarity, the Cloud Staging Environment cannot be used in Production.

Attachment 1

“Cloud Term” means the duration of a Cloud Program Order. “Confidential Information” means any data or information, tangible or intangible, disclosed or made available by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") that the Disclosing Party considers confidential or proprietary and is not generally known in the industry or to competitors of the Disclosing Party and which shall include: (i) tangible information marked by the Disclosing Party with the word "Confidential" or otherwise identified by an appropriate stamp or legend indicating its confidential nature; (ii) information disclosed orally or visually and identified by the Disclosing Party as confidential when disclosed, and confirmed by the Disclosing Party in a written notice within thirty (30) days following disclosure, which notice shall include markings similar to those outlined above; and (iii) all other information that, notwithstanding the absence of markings or designations, would be understood by the Parties, exercising reasonable business judgment, to be confidential. The term Confidential Information does not include information that: (i) is or becomes available in the public domain through no act of the Receiving Party; (ii) has been received on a non-confidential basis from a third party without breach of the P rimary Contracting Document, where the Receiving Party has no reason to believe that such third party is bound by any confidentiality obligation to the Disclosing Party; (iii) was developed independently by the Receiving Party without reliance on the disclosed Confidential Information, provided that such independent development can be substantiated; (iv) was within the Receiving Party’s possession prior to its being furnished by the Disclosing Party, where the Receiving Party has no reason to believe that such third party was bound by any confidentiality obligation to the Disclosing Party, or (v) is confirmed in writing by the Disclosing Party as not being confidential.
“Core” means a physical processor on a computer S erver that can respond to and execute the basic instructions that drive the computer. A Central Processing Unit (“CPU”) may have one or more Cores, and a given Server may have multiple CPU sockets that may each contain multiple Cores. “COTS” means commercial off the shelf Intellectual Property in the form generally released and distributed to Hexagon’s customers and not including any functionality or features requiring source code changes. “COTS Documentation” means commercial off the shelf Documentation in the form generally released and distributed to Hexagon’s customers and not including or requiring changes thereto. “Coverage Period” means the period of performance of Maintenance Services with respect to a Covered Product, as stated in the Order Documents. Coverage Periods may differ for discrete Covered Products. “Coverage Period Anniversary” means the anniversary of the date on which the Coverage Period commenced.
“Covered Products” means collectively, Covered Software Product(s) and Covered Third Party Products. “Covered Software Product(s)” means Software Product(s) and Developer Tools identified in the Order Documents as software for which Maintenance Services are to be provided by Hexagon. Covered Software Products shall not include Third Party Software or any Cloud Program. “Covered Third Party Products” means Software Product(s) identified in the Order Documents as Third Party Software for which Maintenance Services are to be provided by Hexagon. Covered Third Party Products shall not include Software Products or any Cloud Program. “Credentials” means the unique log-in identifier by which a person could access a service or benefit, such as, without limitation, a Cloud Program or Training Curricula. “Customer” means the non-Hexagon party to the Primary Contracting Document. “Customer Cloud Administration” means providing User’s access to the Cloud Application(s) purchased by Customer, managing User accounts, providing Credentials to Users, and any system administration beyond User interface.
“Customer Cloud Environment” means a logical group of virtual or physical computers comprised within the Cloud Environment and Local Environment to which the Customer will be provided with access and use Attachment 1

of as part of the Cloud Program. A Customer Cloud Environment consists of a Cloud Development Environment and Production Environment.
“Customer Data” means all electronic data or information: (i) provided by Customer to Hexagon in connection with the Deliverables provided pursuant to an Order; and/or (ii) created by Customer and/or submitted to the Cloud Environment by Customers, Users, and/or Authorized Cloud Users. “Customer Data” shall not mean data which (i) is not particular to Customer, and/or (ii) is of value to the general implementation, development, operation, or use of Hexagon products or services for the benefit of other customers. For the avoidance of doubt, Customer Data shall not include the Cloud Application(s), Software Products, Cloud Optional Services, Documentation written by Hexagon, DevTools, Content, Equipment and

Software intentionally designed and embedded with Equipment or Special Purpose Items, and any other data and information provided as part of the Cloud Program or constituting a Hexagon Deliverable. “Customer Data Rights” means: (i) the right to use Customer Data that contains Customer’s Confidential Information to perform Hexagon’s obligations within the Order; (ii) the right to use, alter, modify, and disclose Customer Data that does not include Customer’s Confidential Information to perform Hexagon’s obligations and other business purposes for which the information may be disclosed to third parties; and (iii) except as otherwise provided in the EULA or Developer Tools Schedule, a worldwide, royalt y-free, irrevocable license to use, replicate, sell, modify, enhance, and distribute any works created by the Customer through its use of Developer Tools.
“Customer Specified Data Center” means a data center used in the provision of a Cloud Environment, whose location has been specified by the Customer and agreed to by Hexagon and identified in the Quote.

Additional Cloud Program Fees may be payable for a Customer Specified Data Center. “Customized Software” means those Services Deliverables that are software or computer code, whether in source code or object code.
“Cutover” means the point in time in which a Software Product(s) is first used by User for its generally marketed purpose.
“Data Center(s)” means the data center(s) from which the Cloud Program (or part thereof) will be stored as determined by Hexagon or its Third Party Service Provider. “Defect” means a reproducible instance of an adverse and incorrect functioning of a Software Product or Cloud Application that impacts the ability to use functionality intentionally integrated in the design of the Software Product
or Cloud Application, assuming proper usage of the Software Product or Cloud Application in its required operating environment. Defects are further classified into four levels as follows:

Priority Problem Description Response Time Targets
Level One No workaround available and either:
 Productive use prohibited, or
 Aborts
Immediate or within 30 minutes,
customer remains online while
developer is contacted.

Level Two No workaround available and either:
 Primary purpose compromised, or
 Productive use significantly impacted
M-F, 7:00AM-7:00PM Central Time –
Immediate* or within one hour of
notification during normal business
hours
Level
Three

 Productive, but incomplete operation
Level Three Defects generally have a
workaround or do not otherwise substantially
impair productive use
M-F, 7:00AM-7:00PM Central Time –
Immediate* or within eight hours of
notification during normal business
hours
Level
Four
Defects not qualifying as Level One, Two, or
Three, including defects of a cosmetic nature
M-F, 7:00AM-7:00PM Central Time –
Immediate* or within eight hours of
Attachment 1

and defects not materially limiting complete
productive use
notification during normal business
hours

Customer shall classify a Defect in accordance with the foregoing; provided that, Hexagon shall reclassify the Defect as appropriate following its review thereof. “Deliverable(s)” means all Services Deliverables, software, hardware, Cloud Programs, and other items delivered or to be delivered by Hexagon to Customer and identified in the Order. “Designated Portal” means the portal(s), website(s), platform(s), or other similar channels designated by Hexagon from time to time to be used for specific collaboration(s), information dissemination(s), or communications(s).
“Developer Tools” or “DevTools ” means any software intended for use by developers to create (i) software for (a) redistribution, or (b) interfacing two or more of the following: Software, Cloud Applications, E/C; or (ii) specific customizations for which the Developer Tool is intended and designed. Developer Tools are subject to Developer Tools Schedules.
“Developer Tools Schedule” or “DevTools Schedule” means a document relating to certain DevTools provided by Hexagon listed in the Order Documents that identifies particular details, limitations, licensing, and other parameters relating to the DevTools. In the absence of DevTools Schedule(s) being included within the Order Documents, DevTools Schedules may be found at https://www.hexagonsafetyinfrastructure.com/-/media/Legal/Hexagon/SI/TPS/DT-LLP.pdf, which Schedules are incorporated into the Order as if fully set forth therein. “Documentation” means, whether in electronic or printed form, any user's guides, reference guides, administrator's guides, configuration guides, release guides, installation guides, and help guides made available through the Designated Portal. Not all of the types of Software Products or Cloud Applications are provided with Documentation or with similar Documentation. “Effective Date” means the date and time the last Party is on notice that all Parties have accepted the Primary Contracting Document.
“Emergency Maintenance” means all maintenance performed when a Cloud Service Request demands immediate, unplanned attention, as reasonably determined by Hexagon. “Equipment” means tangible, personal property to be provided by Hexagon identified in Order Documents, including, but not limited to computing hardware, computer-related equipment, computer devices, furniture, sensors, equipment, unmanned aerial vehicles, and instruments. “E/C” or “Equipment/Content” means digital content identified in an E/C Schedule and/or any Equipment supplied by or through Hexagon. For purposes of clarity, the term “E/C” excludes Maintenance Services, Cloud Program, Software (except Software intentionally designed and embedded with Equipment), and Services. E/C is subject to E/C Schedules.
“E/C Schedule” means a document relating to certain E/C provided by Hexagon listed in the Order Documents that address some or all of the following depending upon the offering being addressed: licensing requirements for any embedded Software, maintenance parameters and limitations, warranty, and support provisions. In the absence of E/C Schedule(s) being included within the Order Documents, E/C Schedules may be found at https://www.hexagonsafetyinfrastructure.com/ -/media/Legal/Hexagon/SI/TPS/EC- LLP.pdf, which Schedules are incorporated into the Order as if fully set forth therein. “Error” means a Defect with a purchased Cloud Application, Cloud Optional Service, or Third Party Software causing a purchased Cloud Application to fail to materially conform to its designed functionality or Documentation. Errors are further classified into the same four levels as corresponding to the definition for “Defect.”
Attachment 1

“EULA” means the certain Hexagon End- User License Agreement set forth in these Master Terms as Exhibit A and/or that is delivered with Software and which must be accepted prior to Software installation. “Exchanged Product” means a later released Software Product which the Customer will receive pursuant to its Maintenance Contract and supplants the Replaced Product. “Fixed Price Project Assignment” means a type of Order where Hexagon will provide Services with or without accompanying Product(s) for a fixed price.
“Hexagon” means the entity that is a member of the Hexagon Group of companies that is identified in the Order Documents; provided however, as used in the EULA, “Hexagon” means Intergraph Corporation. “Hexagon IP” means Hexagon or Hexagon Affiliate developed, created, or prepared Intellectual Property.

Additional information regarding Hexagon patents, including a list of registered patents associated with the Software Products, is available at www.intergraph.com/patents and/or www.uspto.gov. “Intellectual Property” or “IPR” means all forms of intellectual property including, but not limited to, patents, trademarks, copyrights, trade secrets, methodologies, logos, techniques, processes, know -how, formulae, algorithms, logic designs, screen displays, schematics, source and object code computer programs or software,
declaring code, implementing code, Documentation, mask work rights, digital data content, design, ideas, product information, inventions and improvements thereto, and all works of authorship fixed in any medium of expression (including any form of online, digital, or electronic medium), whether or not copyrightable and whether registered or not. “Lapse” means an occurrence of any period of time, regardless of duration, during which (i) a Covered Product is not the subject of an active Order for Maintenance Services or other Maintenance Contract and an active Coverage Period, and/or (ii) payment is past due to Hexagon under a Maintenance Contract.

Extension of a Coverage Period and/or payment to Hexagon after the occurrence of a Lapse shall not negate a Lapse, absent Hexagon’s express written waiver. “License Key(s)” means certain unique data string(s) verifying authorized access to the Cloud Application(s), which are purchased by the Customer and provided by Hexagon, as set forth on the Quote. “Local Environment” means the collection of environments provided and supported by Customer (e.g. providing System Equipment, etc.) in which the Local Software operates. “Local Software” means software applications incidental to the Cloud Program which are designed to operate natively on devices outside the Cloud Portal and in the Local Environment. “Maintenance Contract” means a contract under which Hexagon provides Maintenance Services to Customer in relation to Covered Products and under which Customer is to compensate Hexagon therefor. “Maintenance Services” means only those services described in the document titled “Maintenance Terms and Conditions for Software” provided by Hexagon with respect to Software and other Deliverables licensed to Customer and identified in the Order Documents as the subject of Maintenance Services. “Material Adverse Effect” means a change that individually or collectively in aggregate with other changes has the impact of (i) negatively and materially reducing the Customer’s and/or its Affiliates and/or its/their Authorized Cloud Users’ or Users’ access and/or usage rights in respect of the Cloud Program and which render the Cloud Program unusable for its primary intended purpose; or (ii) making the Cloud Program materially less secure which results in increased risk to Customer Data or to data belonging to other Hexagon customers. For clarity, a Material Adverse Effect is a condition which would render the Cloud Program un-usable or materially less secure for intended users generally , and not merely as a result of individual characteristics associated with Customer or its specific implementation or operation. “Metered License” means a specific type of Subscription License that allows the Customer to use the Subscription License up to the number of hours set forth in the Quote during the Subscription Term. For reference, a Subscription License that is a Metered License shall have the word “Metered” in the Software Product name and/or have the letters “MTR” at the end of the product number for the Software Product Attachment 1

instead of the other identifiers corresponding to an unmetered Subscription License referenced in its definition.
“Minimal Operations Levels” means operation of a Software Product without a Level One Defect. “Modern Release” means a version of a Software Product published by Hexagon no more than eighteen (18) months prior to Customer’s first use thereof in Production. “Month” means, unless otherwise stated in the applicable provision, a calendar month. “Network Requirements” means (i) the minimum requirements, including but not limited to software and/or hardware, internet connection, latency or other requirements, which must be met by Customer in order to access the Cloud Portal and use the Cloud Program; and (ii) network recommendations to the Customer which describe general and specific recommendations for the network connection requirements of the Cloud Program in order to enable the Cloud Program to function as designed. The Network Requirements may be updated from time to time and Customer will be notified of such update via posting in the Cloud Portal or as otherwise determined by Hexagon. “Offboarding” or “Offboarded” means the process for offboarding the Customer Data (or part thereof) from the Customer Cloud Environment and relocating or facilitating relocation of Customer Data to another Customer-designated location.
“Onboarding” or “Onboarded” means the process of loading Customer Data into the Customer Cloud Environment.
“Onsite Fee” means a fixed fee encompassing Hexagon’s travel expenses for an individual trip (an individual trip means to travel from the Hexagon resource’s primary duty station in furtherance with an Order and lasting no more than five (5) consecutive days).
“Order” means each individual purchase transaction in which the Parties engage, as evidenced by Order Documents.
“Order Documents” shall mean written documents, the terms of which include Hexagon’s commitment to provide specific products, licenses, and/or services at a specified price, subject to the terms and conditions of the Primary Contracting Document. Order Documents may consist of a single document executed by the parties or a combination of documents that together form an Order. Any Schedule applicable to the Order is incorporated into the Order Documents as if fully set forth therein. “Perpetual License” means a type of license for Software Product which allows the User to use the Software Product in perpetuity so long as the User does not otherwise violate the terms of the EULA. For reference, a Perpetual License on a Quote is denoted by its absence of either the terms “Subscription,” “SaaS,” or “Metered” and/or the absence of the letters ”SU ,” ”UB,” “CLD,” or “MTR” at the end of the Software Product number or the letters “HCL” at the beginning of the Software Product number. “Personal Data” means data, including but not limited to criminal justice information, and other information which corresponds to a living individual person defined to be Personal Data under the applicable Personal Data protection laws of the Customer’s jurisdiction.
“Planned Maintenance” means maintenance planned and communicated in advance by Hexagon to Customer for the maintenance of the Cloud Program.
“Primary Contracting Document” means the contract document accepted by the Parties which references and incorporates this Common Terms Glossary and/or references and incorporates a document to which this Common Terms Glossary is an exhibit or attachment. “Product Change Request” means a request for additional functionality or modification to the purchased Cloud Application(s) or Covered Products.
“Product Order” means a type of an Order that involves only the sale of Products from Hexagon. A Product Order may include the sale of Maintenance Services or maintenance for Equipment so long as the Attachment 1

subject of the services is also included in the Product Order. This type of Order does not include Services or Cloud Programs.
“Product(s)” means either or the combination of Software (including Subscription Licenses), E/C, or other goods, and excluding Services, Maintenance Services, or a Cloud Program. “Production” means, as applicable, where a Subsystem or Cloud Program is used in production/operation with an aim to accomplish one or more of its ultimate intended purposes. Operation solely for testing or training is not Production.
“Production Environment” means a logical group of virtual or physical computers comprised within the Cloud Environment to which the Customer will be provided with access and use the purchased Cloud Application(s) in production and for its generally marketed purpose. “Production System License” means the license(s) of Software Product provided to User for general production use.
“Product-Specific Terms” modify the EULA, and (ii) in the event of a conflict between the EULA and Product-Specific Terms, Product-Specific Terms shall govern for the applicable Software. In the event of a conflict of terms between the EULA, any prior Product -Specific Terms (inc luding any product -specific terms delivered in the form of an addendum to the EULA), and later Product -Specific Terms, the later Product-Specific Terms shall take precedence over the EULA and any prior Product -Specific Terms regarding the subject Software.
“Purchase Order” or “PO” means a document issued by Customer to Hexagon to authorize the delivery of certain Product(s), Services, Deliverables, or Cloud Programs. “Quote” means a document issued by Hexagon reflecting Product(s), Services, Maintenance Services, Deliverables, and/or Cloud Programs, which Hexagon offers to provide Customer, as well as the prices and fees therefor, the Customer’s name and location, and any applicable Schedule(s) . To the extent any document or information is identified in the Quote with the intention of it being incorporated into the Quote, it will form part of the Quote.
“Replaced Product” means an earlier Software Product which will be replaced pursuant to a Maintenance Contract for an Exchanged Product.
“Schedule” means one or more of: E/C Schedule(s), Cloud Services Schedule(s), DevTools Schedule(s), Training Program Statement(s), and/or Special Purpose Schedule(s). “Secure Access Tool" is a tool designated by Hexagon for providing secure, auditable remote access to Customer utilized environments in order for Hexagon support personnel to effectively perform services. “Security Incident” means an event or set of circumstances resulting in a compromise of the security, confidentiality, or integrity of Customer Data under Hexagon’s control. Examples of Security Incidents include: (i) security breaches to Hexagon’s network perimeter or to internal applications resulting in compromise of Customer Data; (ii) severe degradation of, Hexagon’s security controls, methods, processes or procedures that result in compromise of the security, confidentiality or integrity of Customer Data; and (iii) the unauthorized disclosure of Customer Data.
“Server” means a computer or computer program which manages access by Clients to a centralized resource or service in a network.
“Server-based Software Product” means Server-based software that is accessed by one or more Clients. “Services” means the work, services, projects, assignments, or tasks Hexagon shall perform pursuant to an Order. Services do not include Maintenance Services, Cloud Programs, or XaaS (anything as a service). “Services Deliverable” means any data, document, information, Customized Software, Third Party Software, or material provided to Customer as a product of Hexagon’s performance of Services pursuant to an Order. Cloud Programs are not Services Deliverables.

Attachment 1

“Software” means the software and DevTools owned by Hexagon or an Affiliate and Third Party Software that is licensed to Customer. For the avoidance of doubt, Cloud Programs and their contents are not “Software” as that term is used herein.
“Software Product” means the Hexagon or Hexagon Affiliate software product(s) identified in the Order Documents, which includes (i) any associated Hexagon files, sample data, demo data, or media with which the software is provided, (ii) any associated templates, data, printed materials, and “online” or electronic Documentation, and (iii) any Updates of such Software Products not made the subject of a separate license agreement. The term Software Products shall not include, and no rights of use are granted to User for, third party components, Hexagon products, or dependencies unnecessary to operate products made the subject of the Order Documents, but incidentally delivered within the same files or media. Software Product shall not mean any Third Party Software. For the avoidance of doubt, Cloud Programs and their contents are not “Software Products” as that term is used herein. For avoidance if doubt, Software Product does not include Developer Tools. Software Products are subject to all of the terms and conditions of the EULA which the Parties agree will apply to the same; and in the absence of such agreement, then the terms of the EULA provided with the Software Product.
“SOW” means a statement of work setting forth the scope of Services being provided pursuant to an Order. “Special Purpose Item” means an item identified in Order Documents as due to be delivered by Hexagon, which item is subject to certain unique terms, conditions, restrictions, or requirements identified in a Special Purpose Schedule.
“Special Purpose Schedule” means a document identifying terms, conditions, and restrictions applicable to a Special Purpose Item. In the absence of Special Purpose Schedule(s) being included within the Order Documents, Special Purpose Schedules may be found at https://www.hexagonsafetyinfrastructure.com/ - /media/Legal/Hexagon/SI/TPS/SPS-LLP.pdf.
“Subscription” means the collection of Subscription License(s) identified on the Quote and or purchased by the Customer.
“Subscription License” means a particular type of license to a Software Product that allows a Customer to use the Software Product for a specified period of time identified in the Quote. For reference, a Software Product that is a Subscription License shall have the word “Subscription” in the Software Product name and/or have the letters “SU” at the end of the product number for the Software Product. “Subscription Term” means the period of time during which Users are authorized to use the Subscription License as set forth on the applicable Quote beginning on the date the Subscription Licenses are provided to the User or the User is provided license keys or access to the S ubscription License, unless otherwise noted in the Order Documents.
“Subsystem” means a Hexagon solution that is designed to provide a specific capability independent of the procurement of any other Subsystem. Hexagon’s computer aided dispatch system (“I/CAD” or “OnCall Dispatch”), records management system (“RMS” or “OnCall Records”), and G/Technology (G/Tech) are each an example of a Subsystem.
“System” means a physical or operational location where the Software resides and operates on an individual Server or where a single operational identification number (“Site ID”) has been assigned by Hexagon.
“System Equipment” means all computer -related hardware, including but not limited to, servers, workstations, cables, mice, keyboards, cameras, and SAN’s; operating system software; database software; and other third party software.
“Task” means an Activity or combination of Activities of any nature whether tangible or intangible, whether onsite or remote, or an event, as further identified in an SOW. “Task Acceptance” means the event when the Task Acceptance Criteria has been satisfied in accordance with the Task Acceptance Process.

Attachment 1

“Task Acceptance Criteria” means the criteria by which a Task will be evaluated for completion as described in an SOW.
“Task Acceptance Process” means the process by the Customer and Hexagon verify completion of the Task Acceptance Criteria as further described below. Once Hexagon believes the Task Acceptance Criteria has been successfully completed, Hexagon shall submit for execution by Customer’s project manager a sign-off form in substantial conformity with Exhibit C, “Project Deliverable Sign-off Form.” Within ten (10) Business Days of receipt of the applicable Project Deliverable Sign- off Form for the completed milest one or Task, Customer’s project manager will either: (i) execute the Project Deliverable Sign-off Form provided by Hexagon, or (ii) provide a written description of all deficiencies to Hexagon. If Customer fails to perform either action identified in the preceding sentence within ten (10) Business Days, or if the Deliverable, including the Software contained in the Fixed Price Project Assignment Order, is placed into Production or utilized in a live environment, then the Task or milestone shall be deemed accepted. “Term” means the duration of performance under the contract into which this Common Terms Glossary is incorporated by reference.
“Third Party Service Provider” means the third party service provider with whom Hexagon enters into a subcontract with respect to the hosting of a cloud platform, Training Curricula, and/or other services to provide an element of the Cloud Program, Training Curricula, or other service to Customer (if applicable) on behalf of Hexagon.
“Third Party Software” means computer software or other technology in which any person or entity, other than Hexagon or Hexagon’s Affiliate, has any right, title or interest, including any restrictions or obligations (such as obligations to obtain consents or approvals and restrictions that may be eliminated only by obtaining such consents or approvals) applicable to the computer software or technology, but does not include software embedded in the Software Products by license from third parties. The use of Third Party Software is subject to all of the terms and conditions of the Third Party Terms. “Third Party Software Products” also means, where applicable, pre-requisite third party software products used by Hexagon in order for Customer to receive other components of the Cloud Program or licensed by Hexagon and used by the Customer to use Cloud Application or Cloud Optional Services. “Third Party Terms” means for certain Third Party Software additional terms and conditions provided with the Order Documents and/or cited in the Use Terms, or otherwise made available to the Customer or any User.
“Time and Materials Project Assignment” means Hexagon will perform the Services set forth in an Order on an hourly basis until the project is either completed or the authorized hours are exhausted, whichever comes first. Unless otherwise specified in the Order Documents, a Time and Materials Project Assignment shall end six (6) months after formation of the Order.
“Training Curricula” means one or more training classes or resources provided by Hexagon to Customer as a service over a limited time period. Training Curricula are subject to Training Program Statements. “Training Program Statement ” means document(s) titled “Training Program Statement” containing additional details regarding the Training Curricula parts being provided to Customer, including, but not limited to: whether the training is provided live on- site, live but remotely, or by way of recorded or static online content; and, certain other pertinent details; provided that “Training Program Statement” may alternatively refer to only those specific terms of an SOW containing additional details regarding Training Curricula being provided to Customer .

In the absence of Training Program Statement(s) being included within the Order Documents, Training Program Statements may be found at https://www.hexagonsafetyinfrastructure.com/-/media/Legal/Hexagon/SI/TPS/TPS-LLP.pdf, which Training Program Statements are incorporated into the Order as if fully set forth therein. “Update” means any upgrade, modified version, new release, fix, patch and/or update of the Software.

Updates can require full installation and a new License Key. Updates are subject to all of the terms and conditions of the EULA provided with User’s then current version of the Software; provided that if a new EULA is delivered with an Update, acceptance thereof is a requirement for its use.

Attachment 1

“User” means Customer and/or an individual employed by Customer and authorized by Hexagon to use a particular Software, Cloud Application, Third Party Software, or Cloud Optional Services on behalf of the Customer. A User may also include Customer’s contractor who requires temporary use in order to provide services on Customer’s behalf. A person can only be authorized and a User if the person is an employee or designee of Customer and Customer has purchased the requisite number of licenses, or in the case of Cloud Programs, the requisite number of License Key(s) to provide Credentials for that User. “Use Terms” means the Hexagon Product Usage Policy and Product Specific Terms accessible from https://www.hexagonsafetyinfrastructure.com/-/media/Legal/Hexagon/SI/Licenses/LLP/LLP_08-2019.pdf which are incorporated herein. For purposes of clarity, the Use Terms corresponding to the date of the Order shall apply to that specific Order and the Software provided thereunder. “Version Limitation I” is a status reached by a Software Product on the earlier of the (i) the third anniversary of the Customer’s first operation of that Software Product in a live Production environment or (ii) the fifth anniversary of Hexagon’s first actual delivery of the Software Product to the Customer for implementation; provided that each time Customer upgrades the version of the Software Product used in Production to a Modern Release, a reset shall occur, such that Version Limitation I shall thereafter be reached upon the third anniversary of the Customer’s first operation of such Modern Release in a live Production environment.
“Version Limitation II” is a status reached by a Software Product on the earlier of (i) the fourth anniversary of the Customer’s first operation of that Software Product in a live Production environment or (ii) the sixth anniversary of Hexagon’s first actual delivery of the Software Product to the Customer for implementation; provided that each time Customer upgrades the version of the Software Product used in Production to a Modern Release, a reset shall occur, such that Version Limitation II shall thereafter be reached upon the fourth anniversary of the Customer’s first operation of such Modern Release in a live P roduction environment.
“Version Limitations” means, separately and collectively, limitations on Services to be provided hereunder based upon a Covered Product reaching Version Limitation I and/or Version Limitation II. “Virus” means any thing or device (including any software, code, file or program) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience or security, including worms, Trojan horses, viruses and other similar things or devices.
“Work” means, as applicable, the performance or providing of Services, Maintenance Services, or Cloud Services.
“XML Files” means the XML (Extensible Markup Language) files generated by the Software Product, where applicable.
“XSL Stylesheets” means the XSL (Extensible Stylesheet Language) presentation of a class of XML Files which, when included with the Software Product, describe how an instance of the class is transformed into an XML (Extensible Markup Language) document that uses the formatting vocabulary.

END OF EXHIBIT G

Attachment 1

City of Sunnyvale, CA
Statement of Work
For Phase 2
HxGN OnCall Dispatch On-Premise
Implementation
PRESENTED BY:

Ginny Wilcox
Regional Sales Manager
Hexagon Safety, Infrastructure & Geospatial
305 Intergraph Way
Madison, AL 35758 USA
(408) 687-0571
[email protected]
Attachment 1

Statement of Work
Table of Contents
Introduction ........................................................................................................................... 6 Purpose ................................................................................................................................. 6 Software Functionality and Support ................................................................................... 7 Project Governance .............................................................................................................. 7 City of Sunnyvale Core Team(s) ......................................................................................... 8 Core Team Roles and Responsibilities ....................................................................... 8 Dispatch Core Team .................................................................................. 8 Mobile Core Team ..................................................................................... 9 Additional Skill Sets Needed ................................................................... 10 Project Assumptions .......................................................................................................... 12 Project Tasks ...................................................................................................................... 16 Project Initiation ......................................................................................................... 16 Planning Phase ......................................................................................................... 17

1. Project Kickoff Meeting ..................................................................... 17

2. COTS Interface Questionnaire Completion ...................................... 20

3. OnCall Dispatch & Mobile Unit Launch ............................................ 22

4. OnCall Dispatch GIS Requirements Review – Web Conference ..... 24

5. Custom Interface Requirements Gathering ...................................... 25

6. Custom Interface Development ........................................................ 28

7. Load Balancer Equipment Ordering ................................................. 29 Staging Phase ........................................................................................................... 30

8. Physical Infrastructure Installation .................................................... 30

9. Virtual Server and OnCall Software Staging .................................... 32

10. OnCall Dispatch GIS Consulting ..................................................... 35

11. OnCall Dispatch System Build 1 ..................................................... 37

12. OnCall Dispatch Deployment & Response Planning Workshop ..... 39

13. OnCall Dispatch System Build 2 ..................................................... 41 Configuration Phase .................................................................................................. 43

14. OnCall Dispatch Fundamentals for Core Team .............................. 43

15. COTS Interface Product Installation and Configuration .................. 45

16. CommSys ConnectCIC Installation ................................................ 47 Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work

17. OnCall Dispatch Configuration Consulting 1 .................................. 50

18. OnCall Dispatch Configuration Consulting 2 .................................. 53

19. OnCall Dispatch Configuration Consulting 3 .................................. 55

20. OnCall Dispatch | Customer Rules Engine Configuration Services 57

21. OnCall Dispatch | Mobile Unit Configuration Consulting Session – Law & Fire ................................................................................................ 58

22. OnCall Dispatch | Mobile Responder Configuration – Law............. 60

23. OnCall Dispatch | Mobile Responder Configuration – Fire ............. 61

24. OnCall Dispatch Archive Database Staging ................................... 62

25. OnCall Analytics | Dispatch Configuration ...................................... 63

26. OnCall Analytics Custom Reports Creation .................................... 65

27. Custom Interface Product Installation and Configuration ............... 67

28. Standard Interface Product Installation and Configuration ............. 68 Testing Phase ............................................................................................................ 69

29. Test Plan and Test Cases Development ........................................ 69

30. City of Sunnyvale Functional Testing ............................................. 70 Training Phase .......................................................................................................... 72

31. Hexagon-Led Training .................................................................... 72

32. Test and Training Environment Creation ........................................ 74 Cutover Phase ........................................................................................................... 75

33. Cutover Plan ................................................................................... 75

34. System Readiness Review ............................................................. 76

35. Cutover to Production Use .............................................................. 77

36. Post-Cutover Support ..................................................................... 79 Terms and Conditions ........................................................................................................ 81 Attachment A – Pricing Summary ..................................................................................... 82 Pricing Assumptions: ............................................................................... 83 Bill of Materials Descriptions ................................................................... 84 Attachment B – Payment Schedule .................................................................................. 93 Attachment C – Initial Project Schedule ........................................................................... 94 Attachment D – Training Curriculum ................................................................................ 97 HxGN OnCall Dispatch | Advantage System Administrator Training (Qty: 1) ........... 97 HxGN OnCall Dispatch | Advantage Train-the-Trainer (Qty: 2) ................................ 98 Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work
HxGN OnCall Dispatch | Mobile Unit Train-the-Trainer (Qty: 1) ................................ 99 HxGN OnCall Dispatch | Mobile Responder Train-the-Trainer (Qty: 1) .................. 100 HxGN OnCall Analytics | Dispatch User Training (Qty: 1) ....................................... 101 HxGN OnCall Analytics | Dispatch System Administrator Training (Qty: 1) ............ 102 Attachment E – OnCall Dispatch Specifications ........................................................... 103 Attachment F – System Configuration Diagram ............................................................ 104 Attachment G – CAD/Mobile Functional Specifications Identified in Phase 1 Fit & Gap ............................................................................................................................................ 105 Attachment H – Interface Descriptions .......................................................................... 106 COTS Interfaces ...................................................................................................... 106 HxGN OnCall Dispatch | ANI/ALI .......................................................... 106 HxGN OnCall Dispatch | ProQA ............................................................ 107 HxGN OnCall Dispatch | Informer ......................................................... 108 HxGN OnCall Dispatch | Notifications ................................................... 109 HxGN OnCall Dispatch | CAD Link ........................................................ 111 HxGN OnCall Dispatch | Fire Link ......................................................... 112 HxGN OnCall Dispatch | PTT ................................................................ 113 HxGN OnCall Dispatch | Fire Station Printing ....................................... 114 Standard Interfaces ................................................................................................. 115 Body Worn Camera OnCall Interface .................................................... 115 CAD to CAD OnCall Dispatch Interface ................................................ 115 RapidSOS OnCall Call-Taker Interface ................................................. 116 Fire Station Alerting OnCall Dispatch Interface ..................................... 116 Custom Interfaces ................................................................................................... 117 CryWolf (bidirectional) ........................................................................... 117 California AB953 / RIPA ........................................................................ 117 CAD Informer Query to Tiburon RMS .................................................... 118 CAD Informer Query to CJIC (County jail system) ................................ 119 CAD Informer Query to Alameda Warrant System (AWS) .................... 119 Custom Form for Tow ............................................................................ 119 Custom Form for Supervised Release Form (SRF) .............................. 120 Custom Form for Rap Sheet Query ....................................................... 120 Custom Form for SVS ............................................................................ 120 Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work
Attachment I – Glossary of Terms .................................................................................. 121 Attachment J – GIS Requirements for the HxGN OnCall Dispatch System ............... 124 Attachment K – Warranty ................................................................................................. 126 Attachment L – Regional Provisions .............................................................................. 127 Attachment L-1 – CJIS Security Addendum .................................................................. 128 Attachment M – City of Sunnyvale Sample Reports for Custom Reports Creation Task ............................................................................................................................................ 130 Attachment 1

Statement of Work
Introduction
This Statement of Work, including the attachments hereto, provided by Intergraph Corporation by and through its Hexagon Safety, Infrastructure & Geospatial division (“Hexagon”) to City of Sunnyvale , CA (“City” or “City of Sunnyvale”) describes the Products and Services that will be provided to implement an integrated computer aided dispatch (“CAD”) system and mobile system for the City of Sunnyvale (the “Project”) in exchange for payment of the amount set forth in the Quote (which is included as Attachment A). This SOW sets forth the Products and Services Hexagon will provide as well as each Party’s responsibilities and obligations to implement the Products. Except as otherwise provided herein, capitalized terms shall have the meaning set forth in the Agreement and Attachment I (Glossary of Terms) hereto.

The Software provided by Hexagon will be the HxGN OnCall Dispatch Advantage Subsystem (“HxGN OnCall Dispatch System” or “OnCall Dispatch”).

Purpose
The SOW guides the Tasks and Activities for the Project. It documents Project implementation requirements, identifies each Task within the implementation process, sets requirements for each Party, and identifies the Task Acceptance Criteria.

The SOW includes and incorporates the following Attachments:
 Attachment A – Pricing Summary
 Attachment B – Payment Schedule
 Attachment C – Initial Project Schedule
 Attachment D – Training Curriculum
 Attachment E – OnCall Dispatch Specifications
 Attachment
F – System Configuration Diagram
 Attachment G – CAD/Mobile Functional Specifications Identified in Phase 1 Fit & Gap  Attachment H – Interface Descriptions
 Attachment I – Glossary of Terms
 Attachment
J – GIS Requirements
 Attachment K – Warranty
 Attachment L – Regional Provisions
 Attachment L-1 – CJIS Security Addendum
 Attachment
M – City of Sunnyvale Sample Reports for Custom Reports Creation Task
The
remainder of this section details Project assumptions that impact the Project cost, schedule and scope, Project team composition, and Project management responsibilities.

Each Task identified in this SOW includes the following, as necessary: Task Description, Task Deliverables, Task Prerequisites, Task Assumptions, Hexagon/City of Sunnyvale Team Participation and Responsibilities, and Task Acceptance Criteria. The Tasks defined in the SOW may not be listed Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 7
chronologically, and the actual Project implementation Tasks and timelines will follow the Project Schedule, unless otherwise noted.

Software Functionality and Support
As part of this Project, Hexagon shall provide licenses to Software identified in Attachment A (“Project Software”). The Project Software shall have the capabilities and functionality set forth in the Benchmark Criteria corresponding to the Project Software as of Cutover, which reflects all of the functionality Hexagon is obligated to provide. The Project Software shall only be tested to evaluate conformity to the Benchmark Criteria. The COTS versions of the Project Software will be provided, and, unless otherwise provided in the Benchmark Criteria, this Order does not include any Product Change Requests or Customizations.

OnCall presents an iterative upgrading process that will also be reflected in the Project. Several times per year, Hexagon may publish a new release to OnCall Software Products. Until the end of the Testing Phase, Hexagon may periodically implement newer releases of OnCall within the City of Sunnyvale’s environment, so the City of Sunnyvale may have a more current release of OnCall leading into the Training Phase and Deployment Phase.

Upon Cutover, the Warranty Period for the Project Software shall commence as described in Attachment K (Warranty). Hexagon shall provide support for the Project Software during the Warranty Period in accordance with Exhibit B (Maintenance Terms) of the Agreement.

Project Governance
Hexagon will assign a Project Manager at the beginning of the Project to act as the primary point of contact at Hexagon for the City of Sunnyvale and provide general oversight and guidance for the Hexagon Project team throughout Project. The City of Sunnyvale Project Manager must receive candidate’s resume and meet with the potential Hexagon Project Manager prior to their assignment to this project. This meeting can occur remotely or on site. The City of Sunnyvale Project Manager must be notified of any change to the assigned Hexagon Project Manager after that person has been assigned to this project.

To ensure successful delivery of the Project in accordance with the schedule, The Hexagon Project Manager will work with the City of Sunnyvale Project Manager to create the project charter that will encompass: Project overview, stakeholders, scope, timeline, project phase, major risk, change management and communication during the project. Typically, all formal communications will occur between the Hexagon Project Manager and the City of Sunnyvale Project Manager. Generally, each Party’s Project Manager will have, at minimum a bi-weekly status conference with the City Project Team.

On a monthly basis, Hexagon will provide a status report reflecting completed Activities, upcoming Activities, at-risk Activities, other pertinent matters affecting the Project, and, as necessary, an updated Project Schedule. Hexagon will also maintain, along with the City, a tracking tool to be identified by the City prior to the Kickoff Meeting. The tracking tool, the Hexagon project schedule, and other Project documentation (e.g., monthly status report, bi-weekly meeting agenda, meeting notes, etc.) will be located on the City SharePoint repository. City of Sunnyvale may propose revisions to the status report and its attachments, but it must do so within five (5) Business Days, otherwise it is final and accepted by the parties. Hexagon must provide the Status report for review one week prior to the meeting to allow for the five (5) Business Days to review for changes.

Finally, on a quarterly basis, or more frequently if deemed necessary by both Parties, the City of Sunnyvale Project Manager and Sunnyvale Executive Sponsors, a Hexagon Director or Vice President responsible for operations, and City of Sunnyvale Project Core Team as needed shall hold a remote Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 8
executive review meeting to discuss the status of the Project and particular challenges impacting the Project. The two senior officials for both parties shall also serve as the escalation point for disputes arising between the Project Managers. The meeting will be held remotely provided that if the City of Sunnyvale desires for the meeting to take place on site then a Change Order with necessary pricing adjustments or transfer from the City of Sunnyvale’s Extra Work Allowance would be necessary in advance of such onsite meeting.

Projects of this nature involve both Parties performing a variety of Tasks that are dependent upon one another. With that type of relationship and the number of Tasks involved, from time to time, delays may occur. The Hexagon Project Manager and City of Sunnyvale Project Manager will address and take actions to mitigate such delays, to the extent reasonably possible.

The Hexagon Project Manager will manage the Project Schedule on the City’s SharePoint site. From time to time and outside of the status report process described above, the Project Managers may find an adjustment to the Project Schedule is necessary. If the adjustment is mutually agreeable, the Hexagon Project Manager shall update the Project Schedule and it will become the then current Project Schedule, superseding all prior Project Schedules. The Parties acknowledge that potentially material adjustments to the Project Schedule may need to be addressed through a Change Order due to its impact on other aspects of the Order. Unless otherwise noted between the Project Managers, all Tasks reflected in this SOW are regarded as having completed the Task Acceptance Process upon Cutover or commencement of a Task for which the earlier Task was a prerequisite as noted within the SOW and/or Project Schedule.

Any provisions particular to City of Sunnyvale’s country are specified in Attachment L – Regional Provisions, which shall supersede any conflicting provisions provided in this SOW.

Any Hexagon staff with the intention of being on site at the City Department of Public Safety (DPS) for an extended period of time (unescorted) must be cleared via background check through the Department of Public Safety vendor form prior to their arrival on site at DPS.

At its discretion, the City of Sunnyvale may allocate additional funding beyond the price of the Order set forth in Attachment A (“Extra Work Allowance”). The Extra Work Allowance shall not be assigned to the Order and collectable by Hexagon until such time as a Change Order or a separate Order is executed by the Parties.

City of Sunnyvale Core Team(s)
The City of Sunnyvale shall provide qualified resources to staff the Core Team (described below) to facilitate a successful implementation of OnCall. The Core Team consists of an overall City of Sunnyvale project manager who is responsible for the day-to-day coordination of City of Sunnyvale’s Project Activities and personnel divided amongst smaller discipline-oriented groups with particular roles and responsibilities appropriate to the discipline. Those subdivided groups are denoted with suggested team member resources below.

Core Team Roles and Responsibilities
Dispatch Core Team
Below is the defined group of City of Sunnyvale members responsible for decision making for the remainder of the Public Safety Access Point (“PSAP”) user group(s) regarding configuration and use of the OnCall Dispatch solution. The “Dispatch Core Team” should consist of, at a minimum, the following resources with the corresponding qualifications:

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 9
 9-1-1 Call-Taker – This person intimately understands the process by which emergency calls for service are answered, triaged, created in the current CAD, and sent for dispatch.  Radio Dispatcher – This person intimately understands the structure of the PSAP, the agencies for which it dispatches, and the methods in which dispatching occurs.  System Administrator (Operational) – This person is responsible for the operational administration of the OnCall Dispatch system. Managing things like user accounts, permissions, parameter settings, user interface layouts, units, event types, etc.  Decision Maker (Operational) – This person has authority, either by role or designation, to make decisions on behalf of the agency or agencies OnCall Dispatch is serving pertaining to the configuration of OnCall.

The ideal size of the Dispatch Core Team is six (6) members. Under no circumstances shall the Dispatch Core Team be larger than twelve (12) members.

Mobile Core Team
Below is the defined group of City of Sunnyvale members responsible for decision making for the remainder of the field operations user group(s) regarding configuration and use of the OnCall Dispatch mobile solutions (OnCall Mobile) including OnCall Dispatch Mobile Unit, and OnCall Dispatch Mobile Responder. The “Mobile Core Team” should consist of, at a minimum, the following resources with the corresponding qualifications:
 Patrol / Firefighter – This person is an active member of the patrol / operational division of the agency. They are tasked with responding to calls for service, field-initiated activities like traffic stops or inspections, and other duties in patrol / operations. This person should not be technology averse. They should embrace the use of technology and seek to find ways to leverage it to their benefit in their daily duties.
 Patrol Supervisor / Fire Supervisor – This person is an active member of the patrol / operational division of the agency and responsible for the day-to-day supervision of a group of patrol members or of a specific station/apparatus crew. This person is typically a rank of Sergeant or above in law enforcement and lieutenant or above in Fire/EMS, although actual rank structure in agencies may vary.
 Investigations / Detective / Fire Marshal – This person is an active member of the investigations division or fire marshal’s office and has primary responsibility for long-term case work or other fire-related investigations.
 Command Staff – This person is an active member of the command staff at the agency. This person is typically a rank of Captain or higher in law enforcement or battalion chief or higher in fire departments, although actual rank structure in agencies may vary.  Decision Maker – This person has authority, either by role or designation, to make decisions on behalf of the agency or agencies OnCall Dispatch Mobile Unit or Mobile is serving pertaining to the configuration of OnCall Dispatch mobile products.

The ideal size of the Mobile Core Team is six (6) members. Under no circumstances shall the Mobile Core Team be larger than twelve (12) members.

It is possible to have a Mobile Core Team duplicated for different responder roles, such as a law enforcement Mobile Core Team and a Fire Mobile Core Team.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 10
Additional Skill Sets Needed
In addition to the above resources, Hexagon will require participation from City of Sunnyvale resources to fill the following roles and skillsets, among others:
 Training Lead(s) - OnCall Dispatch training leads become application experts, providing ongoing training for new personnel and refresher training as needed. Each supported agency should have a designated training lead to support ongoing user needs. Training leads should have understanding of basic public safety procedures and terminology and of agency procedures and workflows.
 Network Engineer - The Network Engineer needs to have or develop competencies in networking. Hexagon recommends that the Network Engineer have a B.S. in Computer Science and/or previous work experience with network architecture. In addition, this resource should understand networking and TCP/IP addressing. The ability to diagnose and replace hardware is also critical as are knowledge of DNS. This person or their designee will also need to become familiar with the Kemp Load Balancers being deployed as part of the solution.  Systems Engineer - The Systems Engineer needs to have or develop competencies in various hardware component configurations of the OnCall Dispatch System. Hexagon recommends that the Systems Engineer have a B.S. in Computer Science and/or previous work experience with client/server architecture. In addition, this resource should understand the Windows operating system environment. The ability to diagnose and replace hardware is also critical as are knowledge of DNS and Active Directory.
 Geographic Information Systems Lead – OnCall Dispatch is a consumer of GIS services provided by third parties. These services must provide for location validation/geocoding, map display, and routing, in the form of web services. The Customer GIS team must provide GIS subject matter expertise to the Customer core teams and publish those services in a manner which achieves the outcomes set forth by the Customer core teams in all products.  Report Writing Specialists - Hexagon recommends the City of Sunnyvale have multiple report writing specialists who will be trained in the use of OnCall Analytics. These individuals will be responsible for creating and deploying custom reports. It is typical for these individuals to have SSRS experience/knowledge or previous report building experience.  The City of Sunnyvale System / Database Administrator(s) - Collaborates with Hexagon’s Implementation Lead to define systemic operations and to configure the servers and interfaces.

Following project closure, the designated System Administrator(s) becomes the point of contact for user questions/problems, for troubleshooting problems, and for acting as the liaison between the Hexagon Customer Support Center and their user community.  The CAD System / Database Administrator(s) use CAD utilities to establish, configure, and manage user accounts, security controls, workflow definitions, and other system configuration parameters. The built-in utilities are powerful, yet easy to learn and use.

They provide a wide variety of security and administrative tools, and the Administrator Utilities toolset was specifically designed for non-technical departmental personnel who possess an understanding of departmental procedures and a basic understanding of current report and data workflow.
 The CAD System / Database Administrator(s) implement and maintain network and database components, including diagnostics; becomes the central resource for reviewing and analyzing problem reports from operators; and provide subsequent contact with Hexagon support personnel. The quality of project implementation is directly impacted by the assignment of these resources at the beginning of the contract; and these persons should be allowed to attend most training and workshop sessions in order to become the resource that “knows the most” about the system.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 11
 Tasks associated with maintaining the system include, but are not limited to:
 Providing off-site data samples for developing and testing conversion workflows, if necessary
 Acting as a contact for all hardware, software, communications, interfaces, configuration, and general support issues for the installed OnCall Dispatch  Managing system security and access and administering user accounts and passwords
 Developing and maintaining system support procedures
 Performing routine, daily operational tasks for remedial and preventive hardware maintenance
 Performing the first level of hardware diagnostics
 Acting as liaison with Hexagon software implementation personnel to expedite on- site support and to answer complex system, workflow, or configuration questions  Performing routine operational tasks applicable to software maintenance, such as purging system log files, checking database size, and checking the status of interfaces and remote connections
 Scheduling and administering backup and recovery of data and configuration files  Configuration, monitoring, and maintenance of the load balancers used by Hexagon products
 Changing and customizing screen forms, as requested by supervisors or management
 Monitoring system loading and providing guidance on the efficient use of hardware and software
 Monitoring system operation for peak performance
 Performing system data planning
 Installing and administering Windows operating system software, utilities, and service packs or upgrades
 Managing the network, including assigning TCP/IP addresses and monitoring network activity
 Performing Hexagon application software upgrades
 Training additional technical staff for backup System Administration duties  Documenting system anomalies for inclusion into periodic site reports  Managing system problems with immediate communications to the Hexagon Customer Support Center
 Providing interface information to Hexagon for product development to promote future software features that enhance site operations
 Hexagon recommends that Administrator(s) have a B.S. in Computer Science and/or previous work experience with relational databases. In addition, this resource should understand the Windows operating system environment, networking, and TCP/IP addressing. The ability to diagnose and replace hardware is also an advantage.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 12
Project Assumptions
The following list of assumptions and City of Sunnyvale responsibilities reflect Hexagon’s understanding of the Project. Changes in any of the assumptions and City of Sunnyvale responsibilities will affect the scope, Project Schedule, and/or cost of the Project.

Agreement and Schedule Assumptions
 The Agreement has been executed by both parties and the City of Sunnyvale has provided either a notice to proceed or PO.
 Hexagon and the City of Sunnyvale will review the SOW and determine a mutually agreeable date for the Services to be performed.
 Hexagon will deliver or have discussed delivery date of the first draft of the project charter with the City of Sunnyvale Project Manager.
 The City of Sunnyvale shall perform its assigned responsibilities as identified within the Initial Project Schedule (Attachment C) and Project Schedule developed as part of Task 1 in the time allotted. If the City of Sunnyvale does not reasonably comply with the Project Schedule, Hexagon is permitted with written notice to suspend its performance on this Project and redeploy its resources on other active projects until the Parties determine a mutually agreed upon date to re- start the Project. At that time, a new Project Schedule will be provided.  Hexagon shall respond to questions submitted by the Customer Project Managers in a timely manner.
 Hexagon will have timely access to the applicable members of the Core Teams and other City of Sunnyvale Project staff in accordance with the Project Schedule. City of Sunnyvale shall make additional personnel available on a priority basis, as needed, to provide subject matter expertise to complete this Project.
 City of Sunnyvale shall assign appropriately qualified personnel to the Core Teams and ensure they are actively engaged in the Project.
 Any work and effort ascribed to Hexagon in a given Task is confined to that specific Task and may not be used for or applied to any other Task.
 City of Sunnyvale shall provide Hexagon Project Manager with contact information for a City of Sunnyvale resource to resolve any issues that should arise from Hexagon’s access of City of Sunnyvale’s System during working and non-working hours.  Any Service Request that is set to “NEED MORE INFO” or “RE-TEST”, City of Sunnyvale will have the option to extend beyond 10 days if notice has been given prior to the tenth day otherwise it will be automatically closed after ten (10) Business Days if the City of Sunnyvale does not update the SR. If the Customer notifies Hexagon that its SME responsible for the Service Request is on personal time off status, then the Customer PM can ask Hexagon to refrain closing the SR until the SME returns. Nothing herein shall preclude the Customer from reopening a closed Service Request.
 Any workshop having a duration of three (3) Business Days or less shall begin no earlier than Tuesday of the week of that workshop and will conclude that same week.  The City of Sunnyvale shall provide Hexagon with access to all data, documents, plans, reports, diagrams, and analyses reasonably related to the Project or otherwise necessary to facilitate Hexagon’s performance of its Activities.
 Unless expressly stated in this SOW, all Documentation, if any, provided by Hexagon under this SOW will be COTS Documentation, and the Documentation will not be customized by Hexagon.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 13
All Documentation delivered will be in Hexagon-approved format. Changes to Hexagon-format to accommodate specific City of Sunnyvale requests may be done at Hexagon’s discretion and at an additional cost.
 Unless Hexagon and City of Sunnyvale mutually agree otherwise, all Documentation provided by Hexagon will only be provided in electronic format.
 Unless otherwise stated in the Task, all Tasks will be conducted remotely.  All Hexagon personnel performing remote Activities will be identified and properly vetted prior to commencement of those remote Activities. They will be required to complete City of Sunnyvale Virtual Private Network Account Access Approval Form and Acceptable Use Agreement for Contractors (“City of Sunnyvale VPN Access Form”) that remains valid for one year upon approval.
 As reflected herein, Hexagon may have proposed certain Activities or Tasks be performed on site. Hexagon and/or City of Sunnyvale may alternatively choose, or circumstances necessitate to have these Activities and Tasks performed remotely. Payments due under the Quote and as specified herein shall remain the same.
 To the extent the City of Sunnyvale requires Hexagon personnel undergo COVID testing prior to performing work at City of Sunnyvale’s facilities, the City of Sunnyvale would be responsible for any such costs, which are not included in the scope and price of this Order.  If the title of a Task includes the name of a Subsystem (e.g., OnCall Dispatch), that Task shall be construed as pertaining only to that Subsystem unless expressly stated otherwise.

Hardware and Software Assumptions
 All Software will be electronically delivered.
 All specifications provided with this SOW (Attachments E and F) will assume a traditional on- premises solution (i.e., not a hosted solution), and any change with respect to alternative hosting requires execution of a mutually agreed upon Change Order.  The City of Sunnyvale shall purchase, install, and test all physical hardware, including the client/mobile hardware.
 City of Sunnyvale will ensure its hardware, operating system software, database software, and other third-party products/environments conform with Attachment E and F. Deviations from Attachments E and F will not be considered due to the critical nature of the software supported by these systems.
 Hexagon and the City of Sunnyvale will verify the final system hardware configuration to ensure conformance with Attachment F.
 City of Sunnyvale shall purchase all applicable operating systems, database licenses, and Third- Party Software and ensure such operating systems, database licenses, and Third-Party Software meet the minimum requirements as defined in Attachments E and F.  HxGN OnCall Dispatch requires SQL Server 2022 Enterprise Edition (EE) with SA, which will be configured in an “Always On” configuration for the Production Environment CAD database servers. The test environment CAD database server requires SQL Server 2022 Developer Edition (DE), and the training environment CAD database server requires SQL Server 2022 Standard Edition (SE).
 Hexagon technology for this Project will be implemented in the Microsoft environment as specified in Attachments E and F.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 14
 City of Sunnyvale shall purchase, install, configure, and administer its Network Infrastructure, including, but not limited to, its WAN/LAN and wireless infrastructure. City of Sunnyvale’s wireless infrastructure shall meet minimum bandwidth requirements as stated in Attachments E and F.  City of Sunnyvale shall be responsible for the wired and wireless connectivity between servers/clients and clients/clients.
 For automatic failover to a secondary location: (i) the network latency between the site servers shall be less than 10 milliseconds (ms) and (ii) load balancers must support and be configured to provide automatic failover between locations (Global Server Load Balancing). The City of Sunnyvale acknowledges the latency requirement and intends to use manual failover only.  Customer shall be responsible for, and purchase and maintain if necessary, any hardware and/or third-party software necessary for implementing interfaces.  Except as specified in this SOW, including Attachment A: Pricing Summary, Hexagon is not required to provide any additional Software customizations, custom forms, forms modifications, third-party software, custom interfaces, or custom reports.  To the extent the City of Sunnyvale desires to use the Software or other deliverables provided herein in a manner or in combination with software or hardware that is not certified or recommended by Hexagon, then the City of Sunnyvale shall be solely responsible for such use.

Hexagon shall not be responsible for the correction of any errors, Defects, reduced performance, compromised functionality, or other unintended consequences arising from such use. The City of Sunnyvale also shall not withhold acceptance of any deliverable or the System due to such use.  City of Sunnyvale has reviewed the SOW and acknowledges and agrees Software Requirements:
(i) represents all the functionality required of the System; and (ii) is the only functionality that is required to be delivered under this SOW.
 City of Sunnyvale shall have its GIS system conform to the requirements set forth in Attachment J (GIS Requirements) and other GIS specifications provided by Hexagon.  City of Sunnyvale may use any supported third-party mapping provider for GIS information within OnCall Dispatch during this Project (see Attachment J). It is the City of Sunnyvale’s responsibility to provide this.
 The mapping subsystem shall be dedicated only to supporting HxGN OnCall Dispatch.

System Access Assumptions
 Depending upon the City of Sunnyvale’s jurisdiction, additional security guidelines and assumptions are provided in Attachment L.
 City of Sunnyvale consents to Hexagon’s inspection and use of City of Sunnyvale’s data and systems, including, but not limited to, log files and databases, for the limited purpose of providing the Services specified herein and any future maintenance or warranty services described within the Agreement.
 City of Sunnyvale shall grant Hexagon personnel system administrator level access with unique log-in credentials to all servers, networks, databases, and workstations that will be involved in the Project.
 SecureLink is the remote access solution used by Hexagon. If City of Sunnyvale desires for Hexagon to utilize an alternate method and/or process for remotely working on their System, such alternate method and/or process shall be mutually agreed upon prior to this SOW being executed.

Such alternate method and/or process may impact the original level of effort and Project Schedule quoted for this upgrade, which in turn may require a Change Order to modify.  The City of Sunnyvale shall provide unrestricted system and VPN access via SecureLink to Hexagon developers and implementers who will need to have access to multiple infrastructure Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 15
platforms at the same time. The City of Sunnyvale shall provide Hexagon personnel individualized system access credentials and allow Hexagon authorized resources VPN access twenty-four (24) hours a day, seven (7) days a week for the duration of the Project.  City of Sunnyvale shall provide external VPN access while on site to access various Hexagon resource libraries to the Hexagon individuals who have completed the City of Sunnyvale VPN Access Form.
 After completion of this Project, Hexagon will VPN using SecureLink into the live System only at City of Sunnyvale’s request and will follow City of Sunnyvale’s required VPN access procedures.

Third-Party Assumptions
 City of Sunnyvale shall schedule and coordinate third-party technical resources with the skills necessary to perform and/or support all City of Sunnyvale Responsibilities, provide necessary information, respond to Hexagon requests, and support the testing of interfaces, as required. City of Sunnyvale shall schedule and coordinate third-party technical resources in such a way as to ensure that a negative impact to the overall Project Schedule does not occur.  City of Sunnyvale shall maintain, in good working order, all third-party systems which will integrate with Hexagon software or on which the Hexagon software depends as part of this Project.
 City of Sunnyvale shall be responsible for the operation and timely availability of external systems or third-party software necessary for the execution of the Project.  If a delay in the Project is caused by a third-party vendor, Hexagon services not covered in this SOW may be required at additional costs.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 16
Project Tasks
Project Initiation
Prior to the Kickoff Meeting and after execution of this SOW or Order, the Hexagon Project Manager will contact the City of Sunnyvale Project Manager to identify the Project Start date and coordinate scheduling and delivery of the draft project charter during the Kickoff Meeting. For the Project to be successful, the following initial Activities must be performed before any Tasks occur:
 City of Sunnyvale shall order the hardware, database software, operating system software, or other third-party software (excluding Kemp Load Balancers which will be ordered by Hexagon) consistent with the requirements set forth in Attachments E and F.  The Hexagon Project Manager will contact the City of Sunnyvale Project Manager. During this initial contact, the Hexagon Project Manager will:
 Schedule the kickoff meeting;
 Identify the Project Start date;
 Create a detailed agenda describing the goals of the kickoff meeting;  Discuss any mitigating factors that could affect the Project (e.g., scheduling conflicts, communication factors, and other risk factors);
 Schedule a conference call before the kickoff to go over the kickoff agenda;  Ensure both Hexagon and City of Sunnyvale have appropriate Subject Matter Experts available for kickoff; and
 Provide document titled “Infrastructure Build Document”, if not previously provided to the City of Sunnyvale.
 Hexagon’s Project Manager will prepare kickoff materials.  Hexagon’s Project Manager shall have updated the Initial Project Schedule and provided the draft Updated Initial Project Schedule and sent a copy to the City of Sunnyvale Project Manager one week prior to Kickoff meeting for review.
 Hexagon Team will timely respond to City questions/inquiries/request.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 17
Planning Phase

1. Project Kickoff Meeting
Task Description
The objective of this Task is to discuss and address questions regarding Project Assumptions, discuss the updated Initial Project Schedule and agree to it at the meeting or shortly thereafter, and all requirements are understood prior to beginning any significant work. A meeting for Project Kickoff will be held after the SOW has been fully executed. The Project Kickoff meeting will be scheduled by each party’s Project Manager as part of Project Initiation Activities.

Prior to the Kickoff Meeting and after written acceptance of the Agreement, the Hexagon Project Manager will contact the City of Sunnyvale Project Manager to identify the Project Start date and coordinate scheduling the Kickoff Meeting. The Project Kickoff Meeting shall last no more than one (1) Business Day.

During this Task, the Parties shall confirm the updated Initial Project Schedule as updated by the Hexagon Project Manager. The resulting updated Initial Project Schedule shall be substantially similar in durations as that provided within Attachment C. Prior to the Project Kickoff Meeting Task, the City of Sunnyvale Project Manager shall have reviewed the updated Initial Project Schedule and be in a position to succinctly identify any needed changes understanding material extensions of the Initial Project Schedule may require additional Hexagon Services to be added via a Change Order. Once the list of changes has been made to the updated Initial Project Schedule by the Hexagon Project Manager, the Hexagon Project Manager will thereafter provide the Project Schedule to the City of Sunnyvale Project Manager. From time to time, the Parties’ Project Managers may modify the Project Schedule upon mutual written consent or upon transmission of an updated Project Schedule to the City of Sunnyvale Project Manager as part of a status report and the City of Sunnyvale Project Manager offers no objection to the updated Project Schedule within five (5) Business Days thereafter.

At the Project Kickoff Meeting, the City of Sunnyvale shall provide: (i) contact information for all members of its Core Team and Executive/Departmental Sponsor, (ii) proposed alterations to the updated Initial Project Schedule, (iii) contact information for any third-party vendors which OnCall will integrate as contemplated in Attachment H, and (iv) identify to Hexagon any perceived concerns or risks with the Project. During the Project Kickoff Meeting, Hexagon shall provide template COTS Interface Questionnaires for City of Sunnyvale completion prior to required Tasks. Hexagon shall deliver the final version of the project charter to the City of Sunnyvale.

Task Deliverables
 Kickoff meeting agenda
 Project Schedule
 Kickoff meeting minutes, to include identified risks and action items  Project Charter
 COTS Interface Questionnaire
Task Prerequisites
 Agreement executed by both City of Sunnyvale and Hexagon and PO issued (if applicable).  Hexagon Project Manager has verbally communicated with the City of Sunnyvale to (i) identify the Project Start date and (ii) coordinate a date for the Project Kickoff Meeting.  The City of Sunnyvale has assigned a City of Sunnyvale Project Manager.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 18
 The Core Team has reviewed this SOW.

Task Assumptions
 The Hexagon Project Manager will conduct the kickoff.  This task will be conducted on site.
 Some members of the Hexagon Project Team may participate remotely.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Review the Project organization, roles, and responsibilities with the City of Sunnyvale;  Conduct an overview of the Project including a review of the SOW to verify all aspects of the Project approach;
 Review the draft Updated Initial Project Schedule and adjust the Updated Initial Project Schedule as needed and mutually agree upon it with City of Sunnyvale as provided in paragraph five of the project governance section of this SOW;
 Work with City of Sunnyvale to identify and document any potential Project risks using the process identified in paragraph two of project governance section of this SOW;  Provide meeting minutes that document risks and action items that affect the Project Schedule, resources, and/or the SOW;
 Inform the City of Sunnyvale of VPN requirements for Project implementation and continued System maintenance;
 Review of delivery methodology;
 Establish status reporting requirements;
 Finalize the Project Charter; and
 Provide overview of Standard Interfaces being delivered as part of the Project as identified in Attachment H.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Review the SOW;
 Ensure its Core Teams attend the applicable portions of the Kickoff Meeting;  Provide SMEs and any other resources as recommended by the City of Sunnyvale and Hexagon Project Managers;
 Provide Hexagon with VPN access and individualized user accounts to City of Sunnyvale’s System as appropriate for this Project and continued software maintenance;  Have previously reviewed the Updated Initial Project Schedule and work with Hexagon to finalize the Updated Initial Project Schedule;
 Participate with Hexagon in the development of the Project Charter;  Provide location and logistical support for Kickoff Meeting; and  Designate and prepare workspace for Hexagon personnel.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 19
Task Acceptance Criteria
This Task is complete at the conclusion of the Project Kickoff Meeting and delivery of the Project Kickoff meeting minutes to the City of Sunnyvale Project Manager.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 20

2. COTS Interface Questionnaire Completion
Task Description
Hexagon will provide an interface questionnaire (“COTS Interface Questionnaire”) to the City of Sunnyvale to complete. The City of Sunnyvale shall complete the COTS Interface Questionnaire within ten (10) Business Days of receipt (“COTS Interface Review Period”) whereupon Hexagon will be able to install the COTS Interface and configure it based upon the information provided in the COTS Interface Questionnaire subject to the functionality and features within the COTS version of the Interface.

The following Interfaces are regarded as the COTS Interfaces (collectively, "COTS Interfaces”):
 ANI/ALI Interface (included with HxGN OnCall Dispatch | Advantage)  HxGN OnCall Dispatch | ProQA
 HxGN OnCall Dispatch | Informer (for NCIC/CLETS, Query to Tiburon RMS, Query to CJIC, and Query to AWS)
 HxGN OnCall Dispatch | Notifications
 HxGN OnCall Dispatch | CAD Link (for Tiburon RMS)
 HxGN OnCall Dispatch | Fire Link (for ImageTrend FRMS and ePCR)  HxGN OnCall Dispatch | PTT (for Motorola MCC7500 radios)  HxGN OnCall Dispatch | Fire Station Printing (for Rip-n-Run)  OnCall Dispatch | Mobile Responder
For more information on, parameters of, and assumptions underlying the COTS Interfaces, see Attachment H, Interface Descriptions.

Task Deliverables
 Completed COTS Interface Questionnaires
Task Prerequisites
 Project Kickoff Meeting Task is complete.
 Hexagon has submitted COTS Interface Questionnaires to City of Sunnyvale.

Task Assumptions
 The City of Sunnyvale will direct its third-party vendors to provide any API or specification documentation required to configure the COTS Interfaces.  If required, all NDAs between Hexagon and third parties will be executed and current. The City of Sunnyvale will exercise all reasonable efforts to facilitate its third-party vendors reasonable cooperation with this requirement.
 The City of Sunnyvale will exercise all reasonable efforts to facilitate cooperation and information from its third-party vendors and/or state agency as reasonably necessary for the configuration, testing, and Cutover of the COTS Interfaces.
 Unless otherwise provided in the Benchmark Criteria, only COTS versions of the COTS Interfaces will be provided and configured.
 The City of Sunnyvale shall be responsible for underlying requirements pertaining to its third-party systems as described in Attachment H.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 21
 The ANI/ALI interface component of the OnCall Dispatch System will provide the interface to an ANI/ALI controller. It will accept ANI/ALI packets containing ASCII data via an Ethernet Network (TCP/IP) or a Serial COM Port connection. If the City of Sunnyvale’s ANI/ALI feed is via Serial COM Port the City of Sunnyvale will need to obtain an IP to Serial device.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Review completed COTS Interface Questionnaires.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Promptly review, complete, and submit COTS Interface Questionnaires and provide comments, questions, or approval within the COTS Interface Review Period.

Task Acceptance Criteria
This Task is complete upon Hexagon providing the COTS Interface Questionnaires and reviewing City of Sunnyvale’s responses it provided within the COTS Interface Review Period.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 22

3. OnCall Dispatch & Mobile Unit Launch
Task Description
OnCall Dispatch & Mobile Unit Launch (“Launch Workshop”) is a workshop style session lasting up to three (3) Business Days that is intended to educate Dispatch and Mobile Core Team members on the features and functionality of OnCall Dispatch and OnCall Dispatch Mobile Unit to support the collection and importation of data and information that CAD requires to execute its primary functions (“CAD Static Data”). During the Launch Workshop, Hexagon will provide limited instruction on the use of OnCall Dispatch and OnCall Dispatch Mobile Unit illustrating how the CAD Static Data elements identified below are utilized in the Subsystem. The Launch Workshop is limited in scope to facilitate upcoming System Build Tasks; it is not intended or designed to provide a comprehensive overview or instruction of the Subsystem. Such instruction and training will be provided at later stages of the Project. At the conclusion of the Launch Workshop, Hexagon shall provide to City of Sunnyvale OnCall Dispatch Static Data Collection Spreadsheet(s) to facilitate City of Sunnyvale’s collection and eventual importation of CAD Static Data in subsequent Tasks.

Task Deliverables
 OnCall Dispatch Static Data collection spreadsheets
Task Prerequisites
 Project Kickoff Meeting Task is complete.
 City of Sunnyvale Dispatch Core Team is identified.
 City of Sunnyvale Mobile Core Team is identified.

Task Assumptions
 Launch Workshop is conducted using a Hexagon-provided default OnCall Dispatch & Mobile Unit environment.
 Hexagon responsibilities will be executed on site at a Facility.  The Launch Workshop shall last no more than three (3) Business Days.  City of Sunnyvale has provided a Facility.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Provide limited, focused instruction on the use of OnCall Dispatch, OnCall Mobile Unit, and OnCall Dispatch Administrator, on functional areas that utilize or display the following CAD Static Data elements:
 Agencies  Special Situation Types
 Unit Types (Patrol, Engine, etc.)  Personnel/User Accounts  Units  Beats/Station Areas
 Event Types  Dispatch Groups
 Disposition Codes  Stations (Police Stations, Sub-Stations, Fire Stations, etc.)
 Out-of-Service Types  Number Formats (event, case, etc.)  Facility Service Types  Rotational Services (towing, ambulance, lock smith, etc.)
 Known Caller Types  Vehicles
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 23
 Provide the City of Sunnyvale with Microsoft Excel based data collection spreadsheets (“OnCall Dispatch Static Data Collection Spreadsheets”) to be used in assembling the CAD Static Data elements.

City of Sunnyvale Participation and Responsibilities
City of Sunnyvale shall:
 Provide a Facility according to the requirements provided in Task Assumptions;  Ensure appropriate members of the Dispatch Core Team and Mobile Core Team attend the workshop for the entire Launch Workshop; and
 Participate in discussions and engage with the Hexagon team member.

Task Acceptance Criteria
This Task is complete upon conclusion of the Launch Workshop and the delivery of the OnCall Dispatch Static Data Collection Spreadsheets..

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 24

4. OnCall Dispatch GIS Requirements Review – Web Conference Task Description
Over the course of up to one (1) Business Day, Hexagon will present on the following topics during the “OnCall Dispatch GIS Requirements Review”. This Task introduces the City of Sunnyvale GIS team to the GIS services the City of Sunnyvale must provide and which OnCall requires in order to function. Those services are, at a minimum, an address locator service, a routing service, and a base map display service. Hexagon will also cover the deployment related polygon feature classes required to facilitate the assignment of geographic areas to specific agencies. The review will also cover:
 Introduction to OnCall Dispatch GIS data requirements (see Attachment J)  Optional GIS data elements that can be used by OnCall Dispatch This session will use Hexagon-provided GIS data for the purposes of discussion. Hexagon will use its equipment to conduct any demonstrations that may occur. City of Sunnyvale attendance should be limited to GIS professionals with responsibility for the creation and maintenance of City of Sunnyvale GIS data.

Up to six (6) City of Sunnyvale personnel may attend. Map content will be provided to the OnCall Dispatch system through map layers and web services to be provided by the City of Sunnyvale.

Task Deliverables
 OnCall Dispatch GIS Requirements Review
Task Prerequisites
 Project Kickoff Meeting Task is complete.

Task Assumptions
 Appropriate facilities have been identified to support the number of attendees (if co-located), including an LCD projector and a projection screen.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Conduct the OnCall Dispatch GIS Requirements Review.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure its GIS/Map Administrator is involved throughout this Task;  Supply facilities, including an LCD projector and a projection screen;  Designate and assign no more than four (4) City of Sunnyvale mapping/GIS personnel to attend the entire workshop. Two (2) additional people may attend as observers/auditors; and  Ensure that all appropriate City of Sunnyvale GIS professionals are sufficiently trained and experienced in GIS fundamentals.

Task Acceptance Criteria
The Task is complete after the OnCall Dispatch GIS Requirements Review is conducted.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 25

5. Custom Interface Requirements Gathering
Task Description
During this Task, Hexagon and City of Sunnyvale will meet via conference call to validate the assumptions and design of each CAD Custom Interface identified in this SOW and Attachment H (Interface Descriptions). This Custom Interfaces Requirements Gathering workshop is intended to contain a series of discussions to validate the requirements and assumptions underlying the Custom Interfaces. These sessions should include third-party vendors where appropriate. During the sessions, the specific workflow and data requirements for each of the interfaces listed below will be discussed in detail.

The information obtained in combination with the information in Attachment H will be used to develop an Interface Control Document for each Custom Interface. If the assumptions reflected in Attachment H materially change, a Change Order may be appropriate. The ICDs will become the foundation for the Custom Interface development by Hexagon. Once an ICD is mutually approved, it should only be modified through a Change Order. The City of Sunnyvale shall not make any changes to and shall take appropriate actions to prevent its third-party vendor from making substantive changes to the third-party software that is the subject of a Custom Interface once that Custom Interface’s respective ICD has been finalized.

The following are regarded as “Custom Interfaces” as the term is defined in Attachment I of this SOW:
 CryWolf Export and Import
 California AB953 / RIPA
 Query to Tiburon RMS
 Query to CJIC (County jail system)
 Query to Alameda Warrant System (AWS)
 Custom Form for Tow
 Custom Form for Supervised Release Form (SRF)
 Custom Form for Rap Sheet
For descriptions and assumptions regarding each Custom Interface listed above, please see Attachment H: Interface Descriptions.

As it pertains to the development of the ICD, the parties shall follow the following process. After the City of Sunnyvale provides the necessary information regarding the Custom Interface, Hexagon will prepare a draft ICD for each Custom Interface. Hexagon will then provide the initial draft ICD to the City of Sunnyvale for its review. The City of Sunnyvale shall review the draft ICD and provide any feedback or comments within ten (10) Business Days. As appropriate, Hexagon will incorporate the feedback into the ICD or advise the City of Sunnyvale why certain requests could not be included (e.g. the request conflicted with Attachment H) and finalize the ICD. Hexagon will provide the finalized ICD to the City of Sunnyvale for its written acknowledgement. The City of Sunnyvale will provide a response within five (5) Business Days from Hexagon providing the finalized ICD.

Task Deliverables
 Workshop meeting minutes, to include notes on the specific workflow and data requirements for each custom interface proposed
 ICD documents
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 26
Task Prerequisites
 Project Kickoff Meeting Task is complete.

Task Assumptions
 The City of Sunnyvale will coordinate interactions with the third-party vendors, including obtaining and providing any API or specification documentation required to develop the proposed interfaces.
 If required, all NDAs between Hexagon and third parties will be executed and current. The City of Sunnyvale is responsible for facilitating its third-party vendors reasonable cooperation with this requirement.
 The City of Sunnyvale is responsible for obtaining cooperation and information from its third-party vendors and/or state agency as reasonably necessary for the development, testing, and cutover of the interfaces.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Lead the interface requirements gathering process and track outstanding items requiring resolution;
 Confer with City of Sunnyvale and third-party points of contact to gather information required to develop ICDs;
 Validate the third-party points of contact are appropriate sources of information necessary to develop ICD;
 Mutually agree with the third-party vendors on the operational and technical interface requirements;
 Gather all available interface data detailed schema, protocols, and specifications, as needed;  Prepare draft ICDs and submit to City of Sunnyvale for feedback;  Incorporate City of Sunnyvale feedback into draft ICDs;  Finalize ICDs for City of Sunnyvale review and approval; and  Manage the approved ICDs consistent with the change control process.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Identify and set up appropriate facilities;
 Provide points of contacts who are knowledgeable of the workflow and data requirements for City of Sunnyvale hardware and software components with which the Custom Interfaces will interact;  Provide or have available all necessary information during the workshop to facilitate the creation of the ICD;
 Promptly review all draft ICD submissions and provide comments, questions, or approval within ten (10) Business Days of receipt; and
 City of the Sunnyvale Project Manager will agree to and sign the ICDs before any development work can begin. Failure to approve in a timely manner may impact Project Schedule and incur additional cost.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 27
Task Acceptance Criteria
This Task is complete upon completion of all ICDs and execution of the ICDs by both Hexagon and the City of Sunnyvale Project Manager.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 28

6. Custom Interface Development
Task Description
During this Task, Hexagon will develop the Custom Interfaces based upon the ICDs that were created from the Custom Interface Requirements Gathering Task.

Task Deliverables
 Custom Interface documentation
Task Prerequisites
 Custom Interface ICDs have been executed by each Party.

Task Assumptions
 Any changes to a third-party interface developed by Hexagon that will alter the agreed-upon ICD will have to be reflected in a mutually executed document, which may include a Change Order.  Development of the Custom Interface shall not commence until the signed/approved ICD is returned to Hexagon. Failure to approve in a timely manner may impact project schedule and incur additional cost.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Develop the Custom Interfaces based upon the ICD.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure SMEs are available as needed; and
 Obtain third-party cooperation as reasonably requested by Hexagon.

Task Acceptance Criteria
This Task is complete when all Custom Interfaces are developed.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 29

7. Load Balancer Equipment Ordering
Task Description
Hexagon resources will order the load balancer components as required for the virtual environments as specified in Attachment F (System Configuration Diagram, Hardware specifications, BOM items listed as Hexagon furnished) of this SOW.

Task Deliverables
 Estimated delivery date of Kemp load balancers
Task Prerequisites
 Equipment requirements have been finalized.
 Project Kickoff Meeting Task is complete.

Task Assumptions
 N/A
Hexagon Team Participation and Responsibilities
Hexagon shall:
 Order the Kemp load balancers.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 N/A
Task Acceptance Criteria
This Task is complete when Hexagon resources have ordered the Equipment specified in this Task.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 30
Staging Phase

8. Physical Infrastructure Installation
Task Description
This Task involves City of Sunnyvale physically installing the servers and storage into the datacenter and the configuration of the physical servers and storage that will host the virtual environment.

Task Deliverables
 City of Sunnyvale staging of the physical infrastructure Task Prerequisites
 Project equipment is ordered and has been received.
 City of Sunnyvale must have the license keys for VMware, SQL and Windows software. If such license keys were purchased by Hexagon for City of Sunnyvale, then the City of Sunnyvale will have received an email and shall have downloaded these license keys.  The City of Sunnyvale has completed the Infrastructure Build Document provided by Hexagon which includes a list of server names and IPs and service account requirements and other various information.

Task Assumptions
 New servers will be created\provided for staging the Hexagon software and are for the sole purpose of Hexagon Software and will not serve other roles.

Hexagon Team Responsibilities
Hexagon shall:
 Provide the VM templates to the City of Sunnyvale via electronic download (FTP, File copy, etc.) There will be two (2) files totaling approximately 50GB; and  Assist the City of Sunnyvale with importing the Hexagon-provided templates to the templates datastore. All VMs will be created from these templates.

City of Sunnyvale Team Responsibilities
City of Sunnyvale shall:
 Provide a VMware environment at each site;
 Provide required server names and IPs for all of the equipment;  Provide domain level credentials for the vCenter server and to join servers to the domain;  Provide assistance with resolving issues related to network connectivity and\or remote access;  Add ESX Host names as static DNS Entries for name resolution;  Perform the physical installation of the Project equipment in City of Sunnyvale datacenter or location specified in advance by City of Sunnyvale ;
 Connect the HP ILO or Dell iDRAC, assigning an IP Address and\or license to those to allow remote access;
 Make connections between the servers and storage, as required;  Assign an IP Address to the storage array to allow connectivity for full configuration; Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 31
 Connect to the servers install\license the ESX host OS if required;  Configure storage to be presented to the hosts;
 Configure the networking on each host to provide two (2) virtual switches each configured with two (2) NICs. The first vSwitch will support VMware management connectivity and vMotion (10 gig). The second vSwitch will support the Production VM traffic (1 gig); and  Configure the vSwitch that will be utilized by the virtual Kemp load balancers to change the following settings:
 MAC address changes from reject to accept.
 Forged Transmits from reject to accept.
 Answer other configuration questions as they arise.

Task Acceptance Criteria
This Task is complete when: (i)(a) City of Sunnyvale has all designated Project server hardware staged and (b) the physical servers and storage that will host the virtual environments configured and, (ii) Hexagon has provided the VM templates to the City of Sunnyvale.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 32

9. Virtual Server and OnCall Software Staging
Task Description
This Task is intended to facilitate the installation and configuration of virtual machines, Microsoft SQL Servers, the client specific OnCall software suite, associated Third Party Software, and load balancers. This Task will occur in multiple steps. This Task will result in a working environment that will be configured in future tasks. Hexagon will perform all related tasks as described via the Hexagon OnCall Management Tool which utilizes PowerShell for automation of the tasks described herein.

Hexagon will initially confirm the hardware has been configured and set up according to Hexagon standards and able to receive the Software. If deviations are identified, Hexagon will notify the City of Sunnyvale and the City of Sunnyvale will take prompt action to address the deviation.

City of Sunnyvale Infrastructure Services (IS) will begin this Task by installing the virtual servers into the virtual environment that has been identified. City of Sunnyvale IS will create the virtual servers, assigning them the required CPU, memory, and disk space, set server names and IP addresses, and join the virtual servers to the domain. City of Sunnyvale shall also add Hexagon Administrator groups to the local administrator groups of the servers to allow Hexagon the required access for this Project.

City of Sunnyvale Applications Team will create the required SQL Service account(s) and pre-stage the Cluster and AlwaysOn Listener objects per instructions to be provided. Hexagon will complete the following SQL Implementation Steps: install and configure Windows Failover Clustering, enable and configure SQL AlwaysOn Availability group(s) with an associated Availability Group Listener, and Test SQL AlwaysOn Availability Group(s) for proper failover.

Hexagon will install and perform initial configuration of the Hexagon OnCall Product Suite included in this Project. Hexagon shall stage and install Software Products on the virtual servers, which includes creating the directory, setting up folder permissions, installing the Hexagon license servers, and installing and setting up Software Products. Software installed during this Task does not constitute a fully configured system. Additional configuration Tasks are described later in this SOW.

City of Sunnyvale IS will install the load balancers and Hexagon will configure the load balancers. Hexagon and City of Sunnyvale will hold a meeting to discuss and provide consultation regarding which URLs will be used by the load balancers (“Load Balancer Meeting”). The City of Sunnyvale will ultimately determine and be responsible for the selection of the URLs that will be utilized by the OnCall Product Suite. Hexagon will use those URLs to configure the load balancer VIPs. The load balancers will be configured for GSLB (Global Site Load Balancing) and or HA (High Availability). Special DNS entries will need to be made to delegate the name resolution of the URLs if using GSLB. The City of Sunnyvale should test the configuration of the load balancers.

As part of this Task, Hexagon will initiate the Site Configuration document. At this stage this document is a draft that will be updated throughout the Project.

Task Deliverables
 Draft Site configuration Document
 Installation of OnCall Product Suite(s)
 URLs configured on the Load Balancers
 Ability to login to most of the applications (Some require additional configuration before functional, like OnCall Analytics)
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 33
Task Prerequisites
 City of Sunnyvale has completed and returned the Infrastructure Build Document to Hexagon.  City of Sunnyvale has installed and configured the VMware Virtual Infrastructure in accordance with Attachment F.
 The VMware host have the vSwitch that will be utilized by the virtual Kemp load balancers have had the following settings changed:
 MAC address changes from reject to accept.
 Forged Transmits from reject to accept.
 City of Sunnyvale has downloaded the Hexagon provided software.  City of Sunnyvale has uploaded the SQL Media ISO(s) to a datastore available to Hexagon.  City of Sunnyvale has uploaded the ESRI Media ISO to a datastore available to Hexagon, if applicable.
 City of Sunnyvale has imported the Hexagon provided VMware templates.  City of Sunnyvale has placed Hexagon and required third party licenses that have been provided to the City of Sunnyvale and placed on a network share accessible by Hexagon.

Task Assumptions
 The Virtual Infrastructure is VMware vSphere. Additional discussion and level of effort will be needed to account for a Hyper-V Infrastructure.
 New virtual servers will be for the sole purpose of the Project defined by this SOW and will not serve other roles.
 Hexagon will require assistance from a City of Sunnyvale resource that has the following permissions during the Project.
 Administrative access to the vCenter cluster that the VMs will be created in.  Domain Administrator level permission on the domain to allow the following:
 Join virtual servers to the domain
 Create Computer Objects
 Create server clusters
 Create and manage DFS configurations
 Create users and groups
 Add\modify DNS entries in support of the Load balancer configuration Hexagon Team Participation and Responsibilities
Hexagon shall:
 Direct the City of Sunnyvale’s Virtual Server Implementation  Install SQL and configure the SQL AlwaysOn Availability group and the MS Windows Failover Cluster
 Perform the Software Installation
 Configure Hexagon Licensing Servers
 Host the Load Balancer Meeting
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 34
 Provide the Draft Site Configuration Documentation
City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Perform Virtual Server Implementation
 Provide information about the network, VMs, domains, as requested by Hexagon to facilitate completing this task.
 Answer questions as needed.
 Promptly address any deviations in hardware, operating system, database software from what is required in Attachments E and F.

Task Acceptance Criteria
This Task is complete when Hexagon and City of Sunnyvale IS and Application Teams have completed the Software Installation and Hexagon has provided the Draft Site Configuration Documentation to the City.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 35

10. OnCall Dispatch GIS Consulting
Task Description
A central feature of OnCall Dispatch is interoperation and use of City of Sunnyvale provided GIS services within OnCall Dispatch. The City of Sunnyvale may use whichever map provider they choose, subject to Attachment J. The objective of this Task is to collaborate with the City of Sunnyvale’s GIS Administrator regarding use of the City of Sunnyvale-provided map services within OnCall Dispatch and management of the source map.

Over the course of up to three (3) consecutive weeks (“GIS Consulting Period”) a Hexagon technical resource will host meetings with the City of Sunnyvale GIS Administrator and any other interested City of Sunnyvale SMEs, which in the aggregate shall last no more than twenty-four (24) Business Hours (“GIS Meeting Time”). The OnCall Dispatch GIS Consulting is intended to be a collaborative session and for Hexagon and the City of Sunnyvale GIS Administrator to discuss use of the map services within OnCall Dispatch and management of the map services in the context of OnCall Dispatch. As time permits, the parties can discuss other GIS related topics.

To facilitate a productive session, the City of Sunnyvale GIS Administrator, at a minimum, should have participated in the OnCall Dispatch GIS Requirements Review. The City of Sunnyvale shall also have complied with the mapping requirements prior to this Task.

As a result of the sessions, the City of Sunnyvale’s GIS Administrator will have been provided additional insight and information on how to manage and use the map services in connection with OnCall Dispatch.

For purposes of clarity, these sessions are not intended to result in configuration or modification of City of Sunnyvale ’s source map data. The City of Sunnyvale may configure the map services at its discretion up to the commencement of Functional Testing. At the commencement of Functional Testing, the City of Sunnyvale shall refrain from making any modification or configurations to the map services until after System Cutover.

Task Prerequisites
 OnCall Dispatch GIS Requirements Review Task is complete.

Task Assumptions
 The City of Sunnyvale GIS Administrator has sufficient authority to make decisions about the use, configuration, and integration of the source map data.
 Hexagon will not provide training or services specific to Esri software.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Conduct the GIS Consulting through a Hexagon technical resource.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Manage and make any desired configurations to the City of Sunnyvale-provided map data; and  Ensure appropriate GIS resources attend GIS consulting session(s).

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 36
Task Acceptance Criteria
This Task is complete upon the earlier of: (i) use of all of the GIS Meeting Time or (ii) end of the GIS Consulting Period.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 37

11. OnCall Dispatch System Build 1
Task Description
OnCall Dispatch System Build 1 workshop (“System Build 1”) builds upon the OnCall Dispatch and Mobile Unit Launch to begin the process of populating OnCall with required static data elements. System Build 1 is the first of two (2) static data workshops and primes OnCall Dispatch with base data to support the buildout of remaining static data elements addressed in the OnCall Dispatch Deployment & Response Planning Workshop and in OnCall Dispatch System Build 2.

At the commencement of System Build 1, the City of Sunnyvale shall have obtained information and documents (e.g., records, operating procedures, resources, etc.) to support the eventual entry or import of the Build 1 Data Elements. For any Build 1 Data Elements not entered or imported during System Build 1, the City of Sunnyvale will enter those after System Build 1 within ten (10) Business Days and prior to OnCall Dispatch System Build 2.

During System Build 1, the focus will be on the entry and import of Build 1 Data Elements (as defined below).System Build 1 will last no longer than three (3) Business Days. As part System Build 1, the City of Sunnyvale will be instructed in the use of OnCall Dispatch Administrator to facilitate the manual entry of static data elements. This instruction is critical to provide an understanding of the process of creating and managing static data and the relationships between static data elements. Some manual entry of all static data elements is required as part of the workshop. Bulk import of remaining data can occur after sufficient understanding of the data elements and relationships is obtained.

Following System Build 1, OnCall Dispatch will have foundational data elements to support future build activities.

Task Deliverables
 OnCall Dispatch System Build 1 workshop
Task Prerequisites
 OnCall Dispatch & Mobile Unit Launch Task is complete.  Virtual Server and OnCall Software Staging Task is complete.  OnCall Dispatch GIS Consulting Task is complete.
 Initial GIS services published and configured for use by OnCall Dispatch:
 Map display
 Routing
 Geocoding
Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  System Build 1 is conducted using the City of Sunnyvale’s OnCall Dispatch environment.  System Build 1 will last no more than three (3) Business Days.

Hexagon Team Participation and Responsibilities
Hexagon shall:

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 38
 Host System Build 1 during which, limited, focused instruction on the use of OnCall Dispatch, OnCall Mobile Unit, and OnCall Dispatch Administrator, on functional areas that utilize or display the following static data elements (“Build 1 Data Elements”):
 Agencies  Special Situation Types
 Unit Types (Patrol, Engine, etc.)  Personnel/User Accounts  Units  Beats/Station Areas
 Event Types  Dispatch Groups
 Disposition Codes  Stations (Police Stations, Sub-
Stations, Fire Stations, etc.)
 Out-of-Service Types  Number Formats (event, case, etc.)  Facility Service Types  Rotational Services (towing, ambulance, lock smith, etc.)
 Known Caller Types  Vehicles
 Provide the City of Sunnyvale with Microsoft Excel based data collection spreadsheets to be used in assembling the Build 1 Data Elements for importation into the Dispatch Subsystem.

City of Sunnyvale Participation and Responsibilities
City of Sunnyvale shall:
 Ensure appropriate Dispatch and Mobile Core Team members attend and actively participate during the System Build 1 for the entire duration;
 Provide a Facility;
 Provide a Project Workstation to each attendee;
 Provide all necessary information and documents to facilitate importation of Build 1 Data Elements at the outset of System Build 1; and
 Participate in discussions and engage with the Hexagon team member.

Task Acceptance Criteria
This Task is complete upon conclusion of System Build 1.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 39

12. OnCall Dispatch Deployment & Response Planning Workshop Task Description
This workshop, “Deployment and Response Planning Workshop,” builds upon System Build 1 to begin the process of creating the deployment and response planning components of OnCall Dispatch. The Deployment and Response Planning Workshop is intended to facilitate importation with deployment data necessary to successfully execute the OnCall Dispatch System Build 2 and the subsequent OnCall Dispatch configuration workshops.

As part of the Deployment and Response Planning Workshop, City of Sunnyvale will be taught about the OnCall Dispatch deployment model which details how OnCall Dispatch determines responding agencies for events. City of Sunnyvale will also be taught about the OnCall Dispatch unit recommendation model, how to build response plans, and briefed on the parameters which control how OnCall Dispatch processes response plans. The Deployment and Response Planning Workshop shall last no longer than three (3) Business Days. At the outset of Deployment and Response Planning Workshop, the City of Sunnyvale must have obtained and have necessary information and documents to facilitate eventual creation of the Deployment Plans, and Response Plans (as defined below). The Deployment and Response Planning Workshop is intended to provide the City of Sunnyvale experience on how to build Deployment Plans and Response Plans; it is not expected or intended that all such Deployment Plans and Response Plans will be completed during the Deployment and Response Planning Workshop. The City of Sunnyvale will be expected to complete the build of any necessary Deployment Plans and Response Plans within ten (10) Business Days prior to the commencement of System Build 2.

Task Deliverables
 OnCall Dispatch Deployment & Response Planning Workshop Task Prerequisites
 OnCall Dispatch System Build 1 Task is complete.
 Necessary Build 1 Data Elements have been imported into the Dispatch Subsystem to facilitate the build of Deployment Plans and Response Plans.

Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  Workshop is conducted using the City of Sunnyvale’s OnCall environment.  Deployment and Response Planning Workshop shall last no longer than three (3) Business Days.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Provide formal instruction on the OnCall Dispatch deployment model (“Deployment Plans”):
 Deployment plans
 Emergency Service Zones
 Beats & Backup Beats
 Dispatch Groups
 Provide formal instruction on the OnCall Dispatch response planning model (“Response Plans”):
 Recommend unit service:
 Number of recommend unit services needed
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 40
 Recommend search area
 Recommend method (beats, street network, closest)
 Recommend unit parameters
 Response plans:
 Requirements
 Requirement Groups
 Conditions
 Nested plans
 Support City of Sunnyvale buildout of deployment and response plans.

City of Sunnyvale Participation and Responsibilities
City of Sunnyvale shall:
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Ensure appropriate Dispatch and Mobile Core Team members attend and actively participate during the Deployment and Response Workshop over the entire duration;  Bring maps, documents, or other materials that detail the agency deployment model(s) and Deployment Plans;
 Bring materials that document or detail the agency unit recommendation model(s) and Response Plans; and
 Build deployment and response plans with Hexagon guidance during the Deployment and Response Planning Workshop and independently following Deployment and Response Planning Workshop.

Task Acceptance Criteria
This Task is complete at the conclusion of the Deployment and Response Planning Workshop.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 41

13. OnCall Dispatch System Build 2
Task Description
This OnCall Dispatch System Build 2 Workshop (“System Build 2”) finalizes Hexagon-led system build activities and completes the enablement of the Dispatch and Mobile Core Teams to continue build related activities for the remainder of the project. The same Dispatch and Mobile Core Team members who participated in System Build 1 and the Deployment and Response Planning Workshop shall attend System Build 2 to ensure continuity of decisions and facilitating continuing to build upon previous workshops.

Additionally, System Build 2 focuses on reviewing data entered into the Subsystem for level of completion and analyzing whether data was entered/imported correctly. New topics to be covered as part of System Build 2 are contact directory, message groups, message templates, lineups, ORIs, special addresses, and common place names. System Build 2 shall last no longer than three (3) Business Days. While certain updates or modifications to the static data may occur during the Configuration Phase, the City of Sunnyvale shall upload all of its static data within ten (10) Business Days following System Build 2.

Task Deliverables
 OnCall Dispatch System Build 2 Workshop
Task Prerequisites
 OnCall Dispatch Deployment & Response Planning Workshop Task is complete.

Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  Workshop is conducted using the City of Sunnyvale’s OnCall environment.  System Build 2 will last no more than three (3) Business Days.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Load deployment polygons into the OnCall Dispatch database;  Provide support to City of Sunnyvale teams while continuing the system build efforts;  Review with the City of Sunnyvale teams the data entered to date for accuracy and level of completion; and
 Provide feedback on the build progress and areas that need focus or attention.

City of Sunnyvale Participation and Responsibilities
City of Sunnyvale shall:
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Ensure past participants in System Build 1 and Deployment and Response Workshop attend System Build 2 for the entire duration;
 Provide at the outset of System Build 2 all necessary information and documents to: facilitate review of Build 1 Data Elements, Response Planning Parameters, Deployment Parameters, and new elements stated above;
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 42
 Participate in discussions and engage with the Hexagon team member; and  Complete any outstanding entry or import of static data within ten (10) Business Days following the end of System Build 2.

Task Acceptance Criteria
This Task is complete upon conclusion of System Build 2.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 43
Configuration Phase

14. OnCall Dispatch Fundamentals for Core Team
Task Description
The OnCall Dispatch Fundamentals for Core Team course is presented directly to Dispatch and Mobile Core Team personnel to provide complete instruction on the use of the OnCall Dispatch and Mobile Unit applications. The course shall last no longer than four (4) Business Days. This course is intended to instruct the Dispatch and Mobile Core Teams with the features of OnCall Dispatch and Mobile Unit, including event processing and dispatching, map utilization, and inquiries. The following major topics will be reviewed, as applicable:

HxGN OnCall Dispatch | Advantage functions:
 Event Creation and Updates
 Map View Control
 Inquiries
 Messaging
 Recommending and Dispatching Units
 Updating Unit Statuses and Properties
HxGN OnCall Dispatch | Mobile Unit functions:
 Accessing the system
 Event Updates
 Unit Status Changes
 Messaging
Task Deliverables
 OnCall Dispatch Fundamentals for Core Team course
Task Prerequisites
 System Build 2 is complete.
 Completion by City of Sunnyvale attendees of an introductory Microsoft Windows course or equivalent knowledge and familiarity with the Microsoft Windows user interface.

Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  The course shall last no longer than four (4) Business Days.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Conduct OnCall Dispatch Fundamentals for Core Team course.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Ensure appropriate personnel who have attended an introductory MS Windows course, or have comparable education, training, or experience, participate fully and collaboratively in the session; Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 44
 Designate the Dispatch and Mobile Core Team members for attendance and ensure those same participants participate in subsequent Dispatch and Mobile configuration and testing Tasks;  Provide sufficient copies of the training materials supplied by Hexagon to support all students in the Core Team Training;
 Ensure that all training workstations and servers are operational prior to the agreed start of training classes; and
 Provide internal training to users that are unable to attend the Hexagon-provided training.

Task Acceptance Criteria
This Task is complete upon delivery of the OnCall Dispatch Fundamentals for Core Team course.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 45

15. COTS Interface Product Installation and Configuration Task Description
During this Task, Hexagon will install and unit test the COTS Interfaces in the City of Sunnyvale’s Production Environment. Hexagon will be able to install the COTS Interface and configure it based upon the information provided in the COTS Interface Questionnaire subject to the functionality and features existing within the COTS version of the COTS Interface1. To facilitate Hexagon’s implementation and configuration of the COTS Interfaces, the City of Sunnyvale shall make available or provide access to all third party software components which are intended to integrate with the Dispatch Subsystem through the COTS Interface(s).

Although the City of Sunnyvale is expected to participate in Hexagon’s internal testing of the COTS Interfaces, the City of Sunnyvale will formally test interface functionality during Functional Testing Task.

Task Deliverables
 Installation and configuration of the COTS Interfaces which are listed in the COTS Interface Questionnaire Completion Task above.

For more information on the COTS Interfaces, see Attachment H – Interface Descriptions.

Task Prerequisites
 Operation or availability of all external systems or Third-Party Software.  Completed COTS Interface Questionnaires provided to Hexagon during the COTS Interface Review Period.
 Virtual Server and OnCall Software Staging Task is complete.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Install COTS Interfaces in the City of Sunnyvale’s Production Environment; and  Unit test interfaces in accordance with the COTS Interface Questionnaires.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure SMEs are available to support Hexagon Activities as needed;  Verify that physical connectivity and communication has been achieved from City of Sunnyvale’s Communication/Interface server to remote system servers and all other third-party systems (such as City of Sunnyvale message switch(es), State/NCIC, RMS systems, etc.);  Provide availability and confirm operation of external systems or third-party software;  Provide the following information to Hexagon:
 IP address for remote databases/systems

1 Mobile Responder configuration is not included within the scope of this Task. Within this Task, COTS Interface does not include Mobile Responder. Configuration of Mobile Responder is separately addressed in subsequent Tasks.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 46
 Socket value for remote databases/systems
 Enter operator IDs (ORIs), terminal mnemonics, etc., as needed by remote databases/systems
 Ensure the system and network administrators are available to work closely with the Hexagon team for the duration of the Task; and
 Ensure third-party cooperation with Hexagon’s reasonable requests.

Task Acceptance Criteria
This Task is complete when each COTS Interface is installed and configured in accordance with the COTS Interface Questionnaire, and subject to the functionality and features within the COTS version of the COTS Interface.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 47

16. CommSys ConnectCIC Installation
Task Description
During this Task, Hexagon will utilize the CommSys ConnectCIC State Interface middleware product to interface with the state message switch for the following state and national transactions. The CommSys ConnectCIC middleware product will work with the City of Sunnyvale’s Informer interface to support the transactions listed below.
 Person (In State and NLETS) (QW, DQ, QM)
 Wanted/Warrants
 Missing
 Driver’s license
 Armed/Prohibited Person
 CARPOS (Restraining orders)
 Sex Offender registration
 Arson Registration
 Vehicle (In State and NLETS) (QV, RQ)
 Wanted/stolen
 Registration
 Vehicle Parts
 Gun by (serial, caliber, make) (QG)
 Article (serial, type) (QA)
 Boat (In State and NLETS) (QB, BQ)
 Hull Number
 Registration ID
 Hazmat (MQ)
 Administrative Message (AM)
 Canadian Queries
 Person Driver’s License/Want (WQ, UQ)
 Vehicle Registration/Want (VQ, XQ)
 Boat by License, Hull, Registration (CBQ)
 Gun by Serial (CGQ)
 Article by Serial (CAQ)
 Secondary Person (Nested Query)
 Surrounding States Parsing
 Additional transactions requested:
 Basic entry for tow entry
 Supervised Release Files inquiry and contact
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 48
 Query Rap Sheet
 SVS (stolen vehicle)
HxGN OnCall Dispatch | Informer Interface will support the queries to NCIC (via CommSys ConnectCIC) from Dispatch and Mobile Unit.

Task Deliverables
 CommSys ConnectCIC setup and installation
Task Prerequisites
 COTS Interface Product Installation and Configuration Task is complete.

Task Assumptions
 Primary agency shall be the City of Sunnyvale.
 The supported transactions include basic queries.
 This Project does not include the development of any new forms, queries, or transactions for Informer unless specifically identified herein.
 First year maintenance for CommSys ConnectCIC shall begin upon Cutover.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Ensure CommSys has installed ConnectCIC State Interface middleware; and  Work with CommSys to verify the ConnectCIC State Interface middleware product is set up and installed for the City of Sunnyvale agencies listed above.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure that documentation detailing the format, development\design, and connection information (IP, protocol, credentials, etc.) is current and provided to Hexagon either by the State or by City of Sunnyvale. If this information is not provided by the State, City of Sunnyvale is responsible for collecting and determining if this information is valid and providing it to Hexagon. If the documentation is not provided to Hexagon, additional services\charges may be incurred by City of Sunnyvale;
 Have CJIS-related security in place as it relates to Informer data, transactions, and responses;  Provide points of contact who are knowledgeable of the workflow and data requirements for City of Sunnyvale hardware and software components with which Hexagon deliverables will interface;  Provide test connections to State/NCIC, as well as other external systems required for the Project;
 Provide live connections to State/NCIC, as well as other external systems required for the Project;  Enter associated ORI, user credentials (if applicable), and terminal mnemonics;  Provide test records to ensure that the transactions received by the System in a test environment are in the same format and contain the same information as those received in a Production environment; and
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 49
 Test and report any Defects to Hexagon within ten (10) Business Days of installation of ConnectCIC in City of Sunnyvale’s environment.

Task Acceptance Criteria
This Task is complete upon installation of the CommSys ConnectCIC product.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 50

17. OnCall Dispatch Configuration Consulting 1
Task Description
The primary purpose of OnCall Dispatch Configuration Consulting is to teach the City of Sunnyvale how to use the features of OnCall Dispatch Administrator related to configuration. This includes the User Interface Editor, the Layout Manager, and Configuration Parameters. The City of Sunnyvale is solely responsible for completing all desired configurations of OnCall Dispatch and OnCall Mobile Unit necessary to achieve the City of Sunnyvale’s desired outcomes. Hexagon will provide direct support in a time-boxed method as described in this task.

During this Task, Hexagon will conduct the “Configuration 1 Workshop,” which will last no longer than three (3) Business Days. Hexagon will provide support for the City of Sunnyvale’s configuration activities for up to twenty-four (24) Business Hours following the Configuration 1 Workshop (“Configuration 1 Period”). During the Configuration 1 Workshop, Hexagon and City of Sunnyvale will work collaboratively with one another to configure the Basic Settings, Viewing Settings, Call Taking Process Settings, Event Creation Settings, and UI Layouts (as defined below) with Hexagon providing instruction and guidance and the City of Sunnyvale executing the desired configuration changes.

Up to the end of the Configuration 1 Period, Hexagon will support the City of Sunnyvale’s effort to configure the Configuration 1 Settings (as defined below) and subject to the Benchmark Criteria. After the Configuration 1 Period has expired, the City of Sunnyvale will be responsible for working independently on making any configuration changes to the Configuration 1 Settings that were not otherwise completed during the Configuration 1 Period or that City of Sunnyvale seeks to further configure. Scope of the configuration is limited to the capabilities described in the Benchmark Criteria. Not all requested product configuration may be possible.

Task Deliverables
 OnCall Dispatch
Configuration 1 Workshop
Task Prerequisites
 City of Sunnyvale’s OnCall Dispatch Subsystem is available for use.  Initial GIS services published and configured for use by OnCall Dispatch:
 Base Map display
 Routing
 Geocoding
 OnCall Dispatch Fundamentals for Core Team Task is complete.

Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  The Configuration 1 Workshop will last no longer than three (3) Business Days. The Configuration 1 Workshop will be interactive with up to twelve (12) City of Sunnyvale attendees for up to seven (7) Business Hours per day.
 City of Sunnyvale Dispatch Core Teams will record the list of requested configurations from each day, placing them in order of priority to be completed.  Requested configurations to the Configuration 1 Settings not completed by the end of the Configuration 1 Period can be independently completed by the City of Sunnyvale, if so desired, which must be done prior to Configuration 2 Workshop.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 51
Hexagon Team Participation and Responsibilities
Hexagon shall:
 Provide consulting and configuration services to review (collectively, “Configuration 1 Settings”):
 City of Sunnyvale’s preferences for basic settings, including but not limited to (collectively, “Basic Settings”):
 Colors for unit statuses
 Colors for event priorities
 Icons for event types on the map and event cards/boards  Icons for unit types City of Sunnyvale’s needs for viewing event and unit related data in real-time lists (status monitors) (collectively, “Viewing Settings”):
 Filters
 Visible columns
 Context (right-click) menus
 City of Sunnyvale’s emergency and non-emergency call-taking processes, including but not limited to (collectively, “Call Taking Process Settings”):
 Location validation
 Event-type selection
 Jurisdiction determination
 City of Sunnyvale’s event creation processes, including but not limited to (collectively, “Event Creation Settings”):
 Single Agency Response
 Multiple Agency Response
 Nearby or possible duplicate detection
 User Interface Layouts (“UI Layouts”)
City of Sunnyvale Participation and Responsibilities
City of Sunnyvale shall:
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Ensure the attendance and active participation of the Dispatch Core Team members and other SMEs for the duration of the Configuration 1 Workshop;
 Participate in discussions and engage with the Hexagon team member;  Track and prioritize requests for configuration of the Configuration1 Settings on a daily basis during the Configuration 1 Workshop; and
 Complete any changes to Configuration 1 Settings prior to the commencement of Configuration 2 Workshop.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 52
Task Acceptance Criteria
This Task is complete upon: (i) the conclusion of the Configuration 1 Workshop and (ii) upon the earlier of, expiration of the Configuration 1 Period or configuration of the Configuration 1 Settings.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 53

18. OnCall Dispatch Configuration Consulting 2
Task Description
The primary purpose of OnCall Dispatch Configuration Consulting is to teach the City of Sunnyvale how to use the features of OnCall Dispatch Administrator related to configuration. This includes the User Interface Editor, the Layout Manager, and Configuration Parameters. The Customer is solely responsible for completing all desired configurations of OnCall Dispatch and OnCall Mobile Unit necessary to achieve the City of Sunnyvale’s desired outcomes. Hexagon provides direct support in a time-boxed method as described in this Task.

During this Task, Hexagon will conduct the “Configuration 2 Workshop”, which will last no longer than three (3) Business Days. Hexagon will provide support for the City of Sunnyvale’s configuration activities for up to twenty-four (24) Business Hours following the Configuration 2 Workshop (“Configuration 2 Period”). During the Configuration 2 Workshop, Hexagon and City of Sunnyvale will work collaboratively with one another to configure the Configuration 2 Settings (as defined below) with Hexagon providing instruction and guidance and the City of Sunnyvale executing the desired configuration changes.

Up to the end of the Configuration 2 Period, Hexagon will support the City of Sunnyvale’s effort to configure the Configuration 2 Settings (as defined below) and subject to the Benchmark Criteria. After the Configuration 2 Period has expired, the City of Sunnyvale will be responsible for working independently on making any configuration changes to the Configuration 2 Settings that were not otherwise completed during the Configuration 2 Period or that City of Sunnyvale seeks to further configure. Scope of the configuration is limited to the capabilities described in the Benchmark Criteria. Not all requested product configuration may be possible.

Task Deliverables
 OnCall Dispatch Configuration 2 Workshop
Task Prerequisites
 Configuration 1 Workshop and Configuration 1 Period are complete, and City of Sunnyvale has completed any and all additional configurations to the Configuration 1 Settings.  Connection established to City of Sunnyvale’s state crime system.

Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  Configuration 2 Workshop will last no more than three (3) Business Days.  The Configuration 2 Workshop will be interactive with City of Sunnyvale attendees for up to seven (7) Business Hours per day.
 City of Sunnyvale Dispatch Core Team will record the list of requested configurations from each day, placing them in order of priority to be completed.  Requested configurations to the Configuration 2 Settings not completed by the end of the Configuration 2 Period can be completed by the City of Sunnyvale, if so desired, which must be done prior to Configuration 3 Workshop.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Provide consulting and configuration services to review the settings below (collectively, “Configuration 2 Settings”):

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 54
 City of Sunnyvale’s event triage and dispatching processes  City of Sunnyvale’s event management processes, including but not limited to:
 Unit recommendation & assignment
 Unit on event management
 Unit location changes
 Staging areas
 Case numbers
 Remote inquiries
 Queued events
 Rotational services (e.g., Tow trucks, lock smiths, etc.)  Call back process
 Known callers
 Unit relocation (a.k.a. Move Ups)
 Shared Crews (a.k.a. Cross-staffing)
 Field Events (a.k.a. Officer Initiated Events)
 Associated Events
 Copied Events
City of Sunnyvale Participation and Responsibilities
City of Sunnyvale shall:
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Ensure the attendance and active participation of the Dispatch Core Team members and other SMEs for the duration of the Configuration 2 Workshop;
 Participate in discussions and engage with the Hexagon team member;  Track and prioritize requests for configuration of the Configuration 2 Settings on a daily basis during the Configuration 2 Workshop; and
 Complete any configurations changes to the Configuration 2 Settings prior to the commencement of Configuration 3 Workshop.

Task Acceptance Criteria
This Task is complete upon: (i) the conclusion of the Consulting 2 Workshop and (ii) upon the earlier of, expiration of the Configuration 2 Period or configuration of the Configuration 2 Settings.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 55

19. OnCall Dispatch Configuration Consulting 3
Task Description
The primary purpose of OnCall Dispatch Configuration Consulting is to teach the City of Sunnyvale how to use the features of OnCall Dispatch Administrator related to configuration. This includes the User Interface Editor, the Layout Manager, and Configuration Parameters. The City of Sunnyvale is solely responsible for completing all desired configurations of OnCall Dispatch and OnCall Mobile Unit necessary to achieve the City of Sunnyvale’s desired outcomes. Hexagon provides direct support in a time-boxed method as described in this task.

During this Task, Hexagon will conduct the “Configuration 3 Workshop”, which will last no longer than three (3) Business Days. Hexagon will provide support for the City of Sunnyvale’s configuration activities for up to twenty-four (24) Business Hours following the Configuration 3 Workshop (“Configuration 3 Period”). During the Configuration 3 Workshop, Hexagon and City of Sunnyvale will work collaboratively with one another to configure the Configuration 3 Settings (as defined below) with Hexagon providing instruction and guidance and the City of Sunnyvale executing the desired configuration changes.

Up to the end of the Configuration 3 Period, Hexagon will support the City of Sunnyvale’s effort to configure the Configuration 3 Settings (as defined below) and subject to the Benchmark Criteria. After the Configuration 3 Period has expired, the City of Sunnyvale will be responsible for working independently on making any configuration changes to the Configuration 3 Settings that were not otherwise completed during the Configuration 3 Period or that City of Sunnyvale seeks to further configure. Scope of the configuration is limited to the capabilities described in the Benchmark Criteria. Not all requested product configuration may be possible. The City of Sunnyvale shall complete any desired configurations prior to the commencement of City of Sunnyvale Functional Testing Task.

Task Deliverables
 OnCall Dispatch Configuration 3 Workshop
Task Prerequisites
 Configuration 2 Workshop and Configuration 2 Period have been completed, and City of Sunnyvale has completed any additional configurations to the Configuration 2 Settings.

Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  The Configuration 3 Workshop will last no more than three (3) Business Days.  The Configuration 3 Workshop will be interactive with City of Sunnyvale attendees for up to seven (7) hours per day.
 Dispatch Core Team will record the list of requested configurations from each day, placing them in order of priority to be completed.
 Requested configurations not completed upon consumption of all allocated labor hours can be completed by the City of Sunnyvale, if so desired, which must be done prior to the commencement of City of Sunnyvale Functional Testing.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Provide consulting and configuration services (“Configuration 3 Settings”) to review:
 Biased based profiling data collection
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 56
 Notifications
 Standard Operating Procedures (SOPs)
 Event Tags
 Special Situations
 Event Security
 Unit Management
 Logging on
 Logging off
 Unit properties
 Logon Group (Lineup)
 CAD Searches
 Event search
 Unit history search
 Equipment Search
 Broadcasts (a.k.a. BOLOs)
City of Sunnyvale Participation and Responsibilities
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Ensure the attendance and active participation of the Dispatch Core Team members and other SMEs for the duration of the Configuration 3 Workshop;
 Participate in discussions and engage with the Hexagon team member;  Track and prioritize requests for configuration of the Configuration 3 Settings on a daily basis during the Configuration 3 Workshop; and
 Complete any configurations changes prior to the commencement of City of Sunnyvale Functional Testing.

Task Acceptance Criteria
This Task is complete upon: (i) the conclusion of the Consulting 3 Workshop and (ii) upon the earlier of, expiration of the Configuration 3 Period or configuration of the Configuration 3 Settings.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 57

20. OnCall Dispatch | Customer Rules Engine Configuration Services Task Description
Hexagon will configure OnCall Dispatch through CRE for the Software Requirements expressly identified in the table below (“CRE Requirements”). Hexagon will conduct this Task independently provided that City of Sunnyvale shall provide Hexagon reasonably requested information necessary for Hexagon to make the configured changes to fulfill the CRE Requirements.

REQUIREMENT
1 Allow units to send message to all units on a particular CFS 2 Tow entry forms into CLETS
3 Supervised Release Form into CLETS
4 Document Zetron FSA Success in CAD Comments
5 Code 3
6 SVS entry forms into CLETS

Task Deliverables
 CRE Configuration Services
Task Prerequisites
 OnCall Dispatch Configuration Consulting 3 Task is complete.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Make configuration changes within CRE to conform with the CRE Requirements.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Answer Hexagon questions and provide department-specific information as reasonably requested by Hexagon.

Task Acceptance Criteria
This Task is considered complete when Hexagon has configured CRE to provide the CRE Requirements functionality.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 58

21. OnCall Dispatch | Mobile Unit Configuration Consulting Session – Law & Fire Task Description
Hexagon will conduct one (1) consulting session with the City of Sunnyvale lasting no more than three (3) Business Days as part of the Project (“Mobile Unit Configuration Session”). During the Mobile Unit Configuration Session, Hexagon will provide information regarding configuration options for Mobile Unit workflows as they pertain to the mobile environment. The Mobile Unit Configuration Session will address:
 Sign on/Sign off
 Brief Overview of Application
 Screen Layout
 Navigation Buttons
 Alerts
 Toolbars
 Event Search
 Menus and Submenus
 Map
 Messaging
 Unit Board
 Event Board
 The included Dispatch Report
 Network requirements and ports to ensure the Mobile Unit client can communicate appropriately The City of Sunnyvale will need to make available one dispatcher familiar with OnCall Dispatch to perform dispatching and other related tasks as necessary during the Mobile Unit Configuration Session.

Following the Mobile Unit Configuration Session, the City of Sunnyvale will configure Mobile Unit during the next ten (10) Business Days (“Mobile Unit Configuration Period”). Hexagon will provide remote support for the City of Sunnyvale’s Mobile Unit configuration efforts (“Mobile Unit Configuration Consultation”) up to a maximum of twenty-four (24) Business Hours during the 10-day Mobile Unit Configuration Period .

The City of Sunnyvale is responsible for configuring the Mobile Unit subsystem. Upon completion of this Task, the City of Sunnyvale will have one (1) mobile configuration of Mobile Unit for testing.

Task Deliverables
 OnCall Dispatch | Mobile Unit Configuration Session
 OnCall Dispatch | Mobile Unit Configuration Consultation  OnCall Dispatch | Mobile Unit Configuration Follow-Up Consultation Task Prerequisites
 OnCall Dispatch Configuration Consulting 3 Task is complete.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 59
Task Assumptions
 Hexagon responsibilities will be executed on site at a Facility.  Attendance by the City of Sunnyvale’s personnel will be limited to no more than twelve (12) people and must consist of field users and stakeholders capable of making final decisions about product behavior and functionality.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Conduct one (1) instance of Mobile Unit Configuration Session, Mobile Unit Configuration Consultation, and Mobile Unit Configuration Follow-Up Consultation.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Provide a Facility;
 Provide a Project Workstation for each attendee;
 Provide mobile SME to support Hexagon as needed;
 Provide a Dispatcher SME to give feedback on how Mobile Unit will affect dispatchers and to assist with various dispatching Activities;
 Participate fully and collaboratively in the Mobile Unit Configuration Session with the understanding that Mobile Unit client configuration decisions must be documented and agreed upon at the conclusion of these sessions;
 Configure Mobile Unit during the Mobile Unit Configuration Period; and  Begin the Mobile Unit Configuration Document.

Task Acceptance Criteria
The Task is complete when Hexagon has conducted the Mobile Unit Configuration Session, Mobile Unit Configuration Consultation, and Mobile Unit Configuration Follow-Up Consultation.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 60

22. OnCall Dispatch | Mobile Responder Configuration – Law Task Description
During the COTS Interface Questionnaire Task, the City of Sunnyvale will have selected configuration options for OnCall Dispatch | Mobile Responder. During this Task, Hexagon will configure Mobile Responder based on the configuration changes documented in the COTS Interface Questionnaire.

Task Deliverables
 One (1) Law Mobile Responder Configuration
Task Prerequisites
 COTS Interface Questionnaire Completion Task is complete.

Task Assumptions
 N/A
Hexagon Team Participation and Responsibilities
Hexagon shall:
 Configure Mobile Responder based on the corresponding COTS Interface Questionnaire.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Provide mobile SME to Hexagon as needed; and
 Provide a Dispatcher SME to give feedback on how OnCall Dispatch Mobile Responder will affect dispatchers and assist with various dispatching tasks.

Task Acceptance Criteria
The Task is complete when Hexagon has configured Mobile Responder based on the corresponding COTS Interface Questionnaire.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 61

23. OnCall Dispatch | Mobile Responder Configuration – Fire Task Description
During the COTS Interface Questionnaire Task, the City of Sunnyvale will have selected configuration options for OnCall Dispatch | Mobile Responder. During this Task, Hexagon will configure Mobile Responder based on the configuration changes documented in the COTS Interface Questionnaire.

Task Deliverables
 One (1) Fire Mobile Responder Configuration
Task Prerequisites
 COTS Interface Questionnaire Completion Task is complete.

Task Assumptions
 N/A
Hexagon Team Participation and Responsibilities
Hexagon shall:
 Configure Mobile Responder based on the corresponding COTS Interface Questionnaire.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Provide mobile SME to Hexagon as needed; and
 Provide a Dispatcher SME to give feedback on how OnCall Dispatch Mobile Responder will affect dispatchers and assist with various dispatching tasks.

Task Acceptance Criteria
The Task is complete when Hexagon has configured Mobile Responder based on the corresponding COTS Interface Questionnaire.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 62

24. OnCall Dispatch Archive Database Staging
Task Description
Hexagon resources will create an OnCall archive database using the CAD Database Utility and the City of Sunnyvale's staging hardware.

Task Deliverables
 OnCall archive database on the Production staging system Task Prerequisites
 Virtual Server and OnCall Software Staging Task is Complete.  The City of Sunnyvale has provided full database backup to Hexagon or given permission for Hexagon to take the backup on the City of Sunnyvale’s behalf.  Code Freeze in place on Production Environment.

Task Assumptions
 N/A
Hexagon Team Participation and Responsibilities
Hexagon shall:
 Process update to OnCall archive database schema using City of Sunnyvale’s staging hardware; and
 Use a copy of the ‘production’ database as an initial start point for the archive database.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure Hexagon is provided with full backup of existing Production database to be used as start point for the OnCall archive database.

Task Acceptance Criteria
This Task is complete when the OnCall archive database has been delivered on the Production staging system.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 63

25. OnCall Analytics | Dispatch Configuration
Task Description
This Task is Hexagon-led and involves configuring OnCall Analytics | Dispatch with City of Sunnyvale’s site-specific parameters.

OnCall Analytics is business intelligence software for reporting, analysis, and evidence-based decision making. It provides reporting and analysis capabilities, which are fully described within a document titled:
“HxGN OnCall Analytics | Dispatch: Delivered Models and Reports,” which is available upon request. That document describes the types of reports and models available within OnCall Analytics, which may require additional configuration and work by the City of Sunnyvale. Only those reports corresponding to the type of reporting model and Software product included within the Project are available to the City of Sunnyvale, with the exception of the custom reports which Hexagon will create as part of the OnCall Analytics Custom Reports Creation Task.

Required OnCall Analytics | Dispatch Advantage Software:

HARDWARE DESCRIPTION/USE ONCALL ANALYTICS DISPATCH

SOFTWARE COMPONENTS TO

INSTALL
Report Server The Report Server is a
platform that business users
will utilize to create, access,
view, schedule and manage
their reporting content.

Microsoft Power BI Report Server
OnCall Analytics | Dispatch (paginated
reports and dashboards)
Data
Warehouse
Server
The Data Warehouse Server
is used for the storage of the
DW schemas, ETL related
jobs and tables. In addition,
this server may be used for
the report server schemas.

SQL Server Data Tools (SSDT)
SQL Server Analysis Services (SSAS)
SQL Server Integration Services (SSIS)

Client
Workstation
The Client Workstation is
used to access, manage and
create content.

Power BI Desktop Report Server (RS)
Report Builder
Task Deliverables
 Configuration of OnCall Analytics | Dispatch software and components for City of Sunnyvale testing and verification.
 Task Prerequisites
 OnCall Dispatch Archive Database Staging Task is complete.  OnCall Dispatch Configuration Consulting 3 Task is complete.

Task Assumptions
 Hexagon will install the OnCall Analytics | Dispatch solution into the Production Environment.  Other environments will be the responsibility of the City of Sunnyvale.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 64
 Microsoft Power BI Report Server Note: If on-premise hosting of Power BI content is required, City of Sunnyvale must purchase SQL Server 2022 Enterprise Edition with Software Assurance(which includes the Power BI Report Server necessary for on-premise hosting of Power BI content) or may purchase Microsoft Power BI Report Server separately.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Configure the OnCall Analytics | Dispatch software components as outlined in the above table;  Install the Microsoft Power BI desktop software (free download) and components as outlined in table above; and
 Confirm that the software installation and delivery has been completed, the data connections have been tested, and data is accessible in reports.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Provide remote access to City of Sunnyvale environment. If remote access is not possible, additional travel and administration time is required to complete the installation and a change order will be required;
 Provide system administrator to work with the Hexagon team during installation activities;  Provide network administrator to work with the Hexagon team during installation activities;  Provide database administrator to work with the Hexagon team during the installation activities, if needed;
 Install additional products not purchased under this Agreement, such as hardware and third-party backup software; and
 Provide SQL Server software and license keys to Hexagon for the database installation.

Task Acceptance Criteria
This Task is complete when Hexagon has configured and tested the OnCall Analytics | Dispatch software and data is accessible for reports and analytics in the Production Environment.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 65

26. OnCall Analytics Custom Reports Creation
Task Description
During this Task, Hexagon will create OnCall Analytics reports (“Custom Reports Creation”). The reports included in this Task are identified in the following table and are named according to the file names of the sample reports which were provided to Hexagon by the City of Sunnyvale. The sample reports are included as Attachment M below.

REPORT DOCUMENT TITLE
1 473110 AC PRODS 1091V 1091QV
2 473110 AC PRODS PRI 8
3 473120 ANIMAL TRANSPORT
4 ALL FIRE EMS RESPONSES
5 CAD Word Search (Wild Card Search)
6 CALL VOLUME POLICE
7 EMD WEEKLY
8 FIRE CALLS FOR SVC WITH LOCATION
9 Fire Unit Response Times for Perf Ind MS Update 2021
10 LAFCO TRITON REPORT
11 MATRIX REPORT 3RD TRY
12 P8 24HR RESPONSE 1091V 1091QV
13 P8 24HR RESPONSE PRI 8
14 Patrol Associated Fire EV
15 PATROL CALLS FOR SVC WITH LOCATION
16 PATROL TIME ON TASK
17 Patrol Unit Response Times for Perf Ind MS Update 2021 18 POLICE RESP TIMES EMER and URG MS Update 2020
19 473110 AC PRODS 1091V 1091QV
20 473110 AC PRODS PRI 8
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 66

REPORT DOCUMENT TITLE
21 473120 ANIMAL TRANSPORT
22 SQL SERVER REPORTS BROKEN DOWN FOR
HEXAGON SOW - APRIL 2024
Note – Hexagon identified 13 separate outputs in this single spreadsheet, so this represents all of those reports
23 TOTAL PRODS
Task Deliverables
 Mapping deliverables and sign off will be delivered per report.  Create the supplied custom reports in OnCall Analytics based on the 23 documents in the table above. See Attachment M for report samples which were provided by the City of Sunnyvale.

Task Prerequisites
 Project Kickoff Meeting Task is complete.
 OnCall Analytics | Dispatch Configuration Task is complete.

Task Assumptions
 Only the above documents will be included in this Task.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Create custom OnCall Analytics reports based on the sample report documents identified in this Task
 Deliver the reports listed above before Cutover
City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure that appropriate personnel, with the requisite knowledge are available to answer questions Hexagon may have while creating the custom reports Task Acceptance Criteria
This Task is complete when Hexagon has delivered the custom OnCall Analytics reports.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 67

27. Custom Interface Product Installation and Configuration Task Description
During this Task, Hexagon will install, configure, and test the Custom Interfaces. Although the City of Sunnyvale is expected to participate in Hexagon’s internal testing of the Custom Interfaces, the City of Sunnyvale will formally test the Custom Interfaces’ functionality during Functional Testing.

Task Deliverables
 Documentation of Custom Interfaces installation/testing Task Prerequisites
 Operation or availability of the external system or Third-Party Software.  Custom Interface Development Task is complete.
 OnCall Dispatch Configuration Consulting 1 Task is complete.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Install Custom Interfaces; and
 Test Custom Interfaces in accordance with the approved ICDs.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Ensure SMEs are available to support Hexagon Activities as needed;  Verify that physical connectivity has been achieved from City of Sunnyvale’s communication server to OnCall;
 Provide availability and confirm operation of external systems or third-party software;  Provide the following information to Hexagon:
 IP address for remote databases
 Socket value for remote systems
 Operator IDs (ORIs), terminal mnemonics, etc., as needed by remote systems  Ensure the system and network administrators are available to work closely with the Hexagon team for the duration of the Task; and
 Ensure third-party cooperation with Hexagon’s reasonable requests.

Task Acceptance Criteria
This Task is complete when each Custom Interface is installed and configured in accordance with the applicable ICD.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 68

28. Standard Interface Product Installation and Configuration Task Description
During this Task, Hexagon will install and configure the Standard Interfaces. The City of Sunnyvale will formally test the interface functionality and reliability during Functional Testing.

The following are regarded as “Standard Interfaces” as the term is defined in Attachment H of this SOW:
 Body Worn Camera OnCall Interface (Axon)
 CAD to CAD OnCall Dispatch Interface (Santa Clara County I/CAD 9.4)  RapidSOS OnCall Call-Taker Interface
 Fire Station Alerting OnCall Dispatch Interface (Zetron IP) Task Deliverables
 Documentation of Standard Interfaces installation
Task Prerequisites
 Operation or availability of the external system or Third-Party Software  OnCall Dispatch Configuration Consulting 3 Task is complete.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Install Standard Interfaces.

City of Sunnyvale Team Participation and Responsibilities  Ensure SMEs are available to support Hexagon Activities as needed;  Verify that physical connectivity has been achieved from City of Sunnyvale’s communication server to OnCall;
 Provide availability and confirm operation of external systems or third-party software;  Provide the following information to Hexagon:
 IP address for remote databases
 Socket value for remote systems
 Operator IDs (ORIs), terminal mnemonics, etc., as needed by remote systems  Ensure the system and network administrators are available to work closely with the Hexagon team for the duration of the Task; and
 Ensure third-party cooperation with Hexagon’s reasonable requests.

Task Acceptance Criteria
This Task is complete when each Standard Interface is installed and configured.

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 69
Testing Phase

29. Test Plan and Test Cases Development
Task Description
During this Task, the City of Sunnyvale will create a test plan (“CAD Test Plan”) with Test Cases for OnCall Dispatch. The CAD Test Plan and Test Cases are essential for the City of Sunnyvale to be able to validate and prove the functionality of the Dispatch Subsystem. Every Benchmark Criteria corresponding to OnCall Dispatch should have at least one Test Case; some Benchmark Criteria may have multiple associated Test Cases. City of Sunnyvale will identify the Benchmark Criteria that correspond to the applicable Test Cases. A clear pass/fail criterion must be defined for each Test Case. The Test Plan and Test Cases will be agency-specific, and work-process driven with clearly documented Pass/Fail criteria.

Only the elements of the Test Plan and Test Cases conforming with the Benchmark Criteria shall be used in evaluating and testing the Subsystem. The Test Plan is the set of Test Cases that will serve as the basis of testing the fully configured Subsystem, including interfaces.

The City of Sunnyvale will not need a fully configured Subsystem to create the Test Plan and Test Cases.

The Test Case creation should be accomplished using a workflow-based Test Case.

Task Deliverables
 City of Sunnyvale’s CAD Test Plan and Test Cases
Task Prerequisites
 OnCall Dispatch Fundamentals for Core Team Task is complete.

Task Assumptions
 N/A
Hexagon Team Participation and Responsibilities
Hexagon shall:
 Hexagon will provide a sample test plan for the City of Sunnyvale to use as a starting point; and  Consult with the City of Sunnyvale during the Test Plan and Test Cases creation Task to validate the Test Cases correspond to the Benchmark Criteria (applicable to Dispatch).

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Create the CAD Test Plan and Test Cases consistent with the Benchmark Criteria; and  Provide CAD Test Plan and Test Cases to Hexagon.

Task Acceptance Criteria
This Task is complete when the City of Sunnyvale has created the CAD Test Plan and Test Cases and Hexagon has validated the same in accordance with the Benchmark Criteria

Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 70

30. City of Sunnyvale Functional Testing
Task Description
The City of Sunnyvale, with support from Hexagon, will test OnCall Dispatch’s conformance with the Benchmark Criteria. The City of Sunnyvale will conduct Functional Testing over the course of ten (10) Business Days (“Dispatch Testing Period”). During the Dispatch Testing Period, the City of Sunnyvale shall execute the CAD Test Plan and corresponding Test Cases. Except as expressly provided, no other testing or evaluation pertaining to OnCall Dispatch is contemplated in this Project. City of Sunnyvale will document and track the results of each Test Case as either pass or fail and may request Hexagon consultation as necessary during its testing Activity up to twenty-four (24) Business Hours.

Within five (5) Business Days of the end of the CAD Testing Period (“CAD Reporting Period”), the City of Sunnyvale shall file any Blocker Defects and Permissive Defects encountered during Functional Testing – Dispatch through Hexagon’s City of Sunnyvale Resource Management (CRM) system. For any Blocker Defect identified, the City of Sunnyvale shall provide, at minimum, the following information: a description of the Defect and the steps used to reproduce it, the functionality tested when the Blocker Defect was encountered, the manner in which the functionality was tested, and the outcome when the functionality was tested. If the Blocker Defects are not filed within the CAD Reporting Period, it is presumed Functional Testing was completed without any Blocker Defect, and this Task is complete. Only Blocker Defects reported by the conclusion of the Reporting Period will be resolved as part of this Task. The existence of Permissive Defect(s) shall not preclude or be a condition of completion of any subsequent Tasks or implementation of a new Release.

To the extent requested, City of Sunnyvale agrees to promptly respond to requests for additional information regarding the Blocker Defect requested by Hexagon. Upon diagnosing the Blocker Defect and validating the Defect encountered meets the attributes of a Blocker Defect, Hexagon resources shall proceed to resolve the Blocker Defect accordingly. If the investigation determines the reported Blocker Defect did not meet the attributes of a Blocker Defect then the reported Defect will be reclassified in accordance with the levels provided in the Master Terms Glossary. Alternatively, if the investigation shows the reported Blocker Defect was caused by City of Sunnyvale hardware, Network Infrastructure, or Third-Party Software not provided by Hexagon, or non-conformance with Attachments E-1 and F, then Hexagon will provide such information to the City of Sunnyvale for the City of Sunnyvale to resolve and the Blocker Defect will be closed and regarded as complete.

As part of its resolution efforts, Hexagon may at its discretion provide a procedural or programmatic work around, a configuration change, or provide an Update. Once the Blocker Defect(s) is addressed, Hexagon will report to City of Sunnyvale the Blocker Defect has been addressed and the City of Sunnyvale will have five (5) Business Days to execute its Test Plan (“CAD Resolution Testing Period”).

After the Functional Testing, Hexagon will enforce a Code Freeze. No configurations or modifications will be allowed to the Subsystem by Hexagon or City of Sunnyvale, except those required to resolve any Blocker Defect. Upon addressing Blocker Defects, the Subsystem is a “Production Ready System.” A Production Ready System signifies completion of all configuration and joint testing tasks. At this point, Hexagon will enforce a Subsystem-wide Code Freeze. Any System/Subsystem modifications will be handled via Change Order.

Task Deliverables
 OnCall Dispatch Functional Testing
 System Code Freeze
Attachment 1

City of Sunnyvale, CA
On-Premise OnCall Dispatch Implementation
Statement of Work 71
Task Prerequisites
 City of Sunnyvale and Hexagon mutually confirm that OnCall Dispatch and Mobile Unit are ready for testing.
 Test Plan and Test Cases Development – OnCall Dispatch Task is complete.

Hexagon Team Participation and Responsibilities
Hexagon shall:
 Verify all applicable software, systems and ancillary systems, including the redundancy of Production system (if applicable), are ready for Functional Testing;  Provide support during Functional Testing;
 Review Defects filed by the City of Sunnyvale; and
 Resolve Blocker Defects filed by the City of Sunnyvale.

City of Sunnyvale Team Participation and Responsibilities City of Sunnyvale shall:
 Verify all applicable software, systems and ancillary systems, including the redundancy of Production system (if applicable), are ready for Functional Testing;  Execute the CAD Test Plan; and
 Track and document results from executed Test Cases and file any Blocker Defects in the CRM system by the end of the CAD Reporting Period.

Task Acceptance Criteria
This Task is complete upon expiration of the CAD Testing Period and resolution of all Blocker Defects reported by the end of the CAD Reporting Period.

Attachment 1