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Subsciption License Agreement with TriTech
SUBSCRIPTION LICENSE AGREEMENT BETWEEN TRITECH SOFTWARE SYSTEMS AND THE CITY OF MERIDIAN, ID This Subscription License Agreement (this "Agreement") is entered into by and between TriTech Software Systems ("TriTech"), 9477 Waples Street, Suite 100, San Diego, CA 92121, a California corporation authorized to conduct business in the State of Idaho, and the City of Meridian, Idaho ("Client") with offices located at 33 E. Broadway Ave., Meridian, ID 83642. TriTech and the Client may also be referred to herein individually as a "Party" or collectively as the "Parties". WHEREAS, this Agreement is for the licensing of a Records Management System (Inform RMS), and Field Based Reporting System (Inform FBR) on an annual subscription basis, including support services; and the purchase of implementation services, equipment and certain third party software (the "Project") as further defined in this Agreement and its Exhibits; and WHEREAS, Ada County and TriTech Software Systems entered into an Agreement for the Purchase, Installation and Configuration of Computer Aided Dispatch and Mobile System dated June 9, 2014 (the "County Agreement"); and WHEREAS, the County Agreement was subsequently amended via Amendment 2 dated November 4, 2014 to add TriTech's Inform RMS, Inform FBR, and Inform Jail applications; and WHEREAS, the Ada County Emergency Communications Center, located at the Ada County Sheriff's Office ("ACSO") coordinates police, fire and emergency medical responses for all city and county public safety agencies in Ada County; and WHEREAS, the Client desires to purchase an annual Subscription to use TriTech's Inform RMS and Inform FBR applications as further defined herein; and WHEREAS, the TriTech Software to be implemented under this Agreement will be installed on ACSO Server(s). NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements stated herein, and for the good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS 1.1 "Contract Price" means the total of the purchase price of the items as specified in Exhibit A, including, as applicable, equipment, annual subscription fees, software licenses, services, fees, expenses and other items acquired under this Agreement, and any applicable sales, use, value added, or other such governmental charges. Subscription License Agreement — Meridian Page 1 of 20 0 2015 TriTech Software Systems 1.2 "Deliverable" means an item of equipment, software, services and other items acquired under this Agreement as listed in Exhibit A. 1.3 "Delivery" means the delivery and installation of the Software specified in Exhibit A hereto, on the ACSO Servers. 1.4 "Designated Location" means ACSO where the Software is Installed. 1.5 "Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech or other software vendors, including on-line help information and Release Notes issued in connection with Updates. In case of a conflict between written documentation (user manuals or Release Notes in printed or CD-ROM format) and on-line help information, the printed and CD ROM documentation will control. 1.6 "Equipment' means the computer system equipment specified in Exhibit A of this Agreement. TriTech may substitute equipment for that specified in Exhibit A provided that such equipment will meet the requirements of the Specifications and this Agreement. 1.7 "Go Live" means the event that occurs when the Client first uses a Subsystem for Live Operations. A separate Go Live may take place with respect to each Subsystem, each Interface, and each Modification. 1.8 "Help Desk" means the TriTech function consisting of receiving calls from Ada County concerning System problems and assisting Ada County with resort to the manufacturers of Equipment, Software and other items acquired under this Agreement under the applicable warranties and/or maintenance support agreements. 1.9 "Installation" with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic inter -operability of the applicable Subsystem components for that Subsystem at the Designated Location. "Installation", with respect to the Modifications, if applicable, means the process of running each Modification under a procedure to demonstrate basic interoperability with the applicable Subsystem at its Designated Location(s). "Installation", with respect to the Interfaces, means the process of running each Interface under a procedure to demonstrate basic interoperability of the Interface with the applicable Subsystem and the hardware and/or Software with which it is interfaced at its Designated Location(s). 1.10 "Interface" means the TriTech Software identified as an Interface in Exhibit A. 1.11 "Object Code" means any instruction or set of instructions of a computer program in machine-readable form. 1.12 "Project Schedule" means the schedule developed in conjunction with the Statement of Work that provides the schedule for tasks to be completed by TriTech and the Client, and all Deliverable items to be provided by TriTech hereunder. Subscription License Agreement — Meridian Page 2 of 20 0 2015 TriTech Software Systems 1.13 "Server" means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. The TriTech Software licensed under this Agreement will be Installed on Servers located at ACSO. 1.14 "Software Error" means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. 1.15 "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech in accordance with Amendment 2 to the County Contract between TriTech and Ada County. 1.16 "Source Code" means the original mnemonic or high-level statement version of the TriTech Software, or applicable third party software. 1.17 "Specifications" means the applicable Interface specifications, including but not limited to Functional Description Documents; Operational Scenario Document(s) for each Modification, if applicable; and the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 1.18 "Statement of Work" means the document that defines the implementation process for the Project, including specific tasks that are the responsibility of TriTech and the Client. 1.19 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech, if applicable. 1.20 "Subscription Term" means the initial four (4) year period commencing upon the start of Pre -Go Live End User Training for the Project, subject to payment on an annual basis subject to compliance with Idaho Constitution Art. VIII, § 3, and the Non -Appropriation Clause in this Agreement, and any subsequent four (4) year renewals thereafter. 1.21 "Subsystem" means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. (For the avoidance of doubt, Inform RMS, and Inform FBR are Subsystems under this Agreement.) 1.22 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. 1.23 "System" means collectively all Subsystems that make up the integrated computer system to be provided under this Agreement and more fully described in the Statement of Work. 1.24 "System Software" means the software identified in Exhibit A which includes, without limitation, operating system software, DBMS Software, and communications software. Subscription License Agreement — Meridian Page 3 of 20 0 2015 TriTech Software Systems 1.25 "Task Completion Report" or "TCR" means the document presented by TriTech's Project Manager to the Client for signature upon completion of a Deliverable. 1.26 "Telephone Support" means the service provided by TriTech for access to the TriTech Customer Service Department by telephone, on a twenty-four (24) hour a day, seven (7) day per week basis, or as applicable on a Normal Customer Service Business Hour basis (7:30 a.m. through 7:30 p.m., Monday through Friday, excluding TriTech holidays). 1.27 "TriTech Business Hours" means TriTech's corporate business hours of 8:30 a.m. to 5:30 p.m. (Pacific Time), Monday through Friday, excluding TriTech holidays. 1.28 "TriTech Software" means the Object Code version of the software specified in Exhibit A of this Agreement, and any Modifications, if applicable, provided hereunder. 1.29 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. 1.30 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 1.31 "User" means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software. 1.32 "Warranty Period" means the period starting at first Go Live for the TriTech Software and ending twelve (12) months thereafter. 1.33 "Vendor" means any supplier of hardware, software or services under this Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. 2. EXHIBITS 2.1 The following documents are attached as Exhibits to this Agreement: Exhibit A Pricing and Payment Milestones Exhibit B Statement of Work and Initial Project Schedule Exhibit C Certificate of Insurance Subscription License Agreement— Meridian Page 4 of 20 0 2015 TriTech Software Systems 3. SERVICES 3.1 TriTech shall provide the services listed in Exhibit A hereto, and in accordance with Exhibit B Statement of Work and Project Schedule. 4. SUBSCRIPTION FEES, SERVICES, PRICES AND PAYMENT 4.1 Client shall pay TriTech the Subscription Fees, fees for implementation services and professional services and any other Deliverables provided hereunder (collectively the "Fees") in the amounts and at the times specified in Exhibit A. 4.2 During the Subscription Term, the Subscription Fees set forth in Exhibit A shall be billed annually and payment is due within forty-five (45) days of date of invoice. The payment obligations for Subscription Fees are non -cancelable and fees paid are non-refundable. Fees for Services and Deliverables shall be billed in accordance with the Payment Milestones set forth in Exhibit A and due on net forty-five (45) day terms. In the event that Client has not paid any Fees when due, TriTech, in accordance with Section 7, may, at its discretion suspend Client's use of the TriTech Software until payment has been received; or terminate this Agreement. 4.3 Unless otherwise terminated as provided herein, at least sixty (60) days prior to the end of the Subscription Term, TriTech shall notify Client of the Subscription Fees covering the Subsequent renewal term. Subscription Fees. for subsequent renewals are subject to increase on an annual basis at a rate not to exceed 2%. 4.4 The Client shall make payment to TriTech of all sums properly invoiced within forty-five (45) days of the Client's receipt of such invoice. The remittance address for payments is: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320-3223 4.5 Payments may be made by check; wire transfer; or Automated Clearing House ("ACH"). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 4.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Agreement, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 5. GRANT OF LICENSE 5.1 Provided that Client has paid the applicable Subscription Fees and remains compliant with the terns and conditions set forth herein during the Subscription Term, TriTech Subscription License Agreement — Meridian Page 5 of 20 © 2015 TriTech Software Systems grants to Client a limited non-exclusive, non -transferable right to use the TriTech Software for the applications described in the Statement of Work, at Client's location, and in the quantities set forth in Exhibit A for Client's own internal operational use, unless otherwise terminated in accordance with Section 7. 5.2 TriTech may, at any time and upon reasonable notice to Client, audit Client's use of the Software to ensure compliance with the terms of this Agreement. 5.3 Software (including without limitation Subsystem Software) may not be used to operate a service bureau or time-sharing service, outsourcing service, application service provider service or other services or businesses providing services to third parties. 5.4 Client is granted a non-exclusive, non -transferable license to use the TriTech Documentation for Client's own internal operational use only. 5.5 Title to all Software provided to Client under this Agreement remains with the Vendor of such Software. The applicable software Vendor retains all rights to its specific Subsystem Software and the associated Documentation not expressly granted in this Agreement. Nothing herein shall be construed as conveying any right or title to Client of any TriTech Software, or third party Software. 5.6 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or any Subsystem Software or Documentation, or permit others to do said acts, except as expressly provided in this Agreement or the applicable software license agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the applicable license, at the option of the applicable Vendor. In such event, Client shall not be entitled to a refund of the license fees paid hereunder. 5.7 The Software provided under this Agreement or in connection with it is for Object Code only and does not include a license or any rights to Source Code. Without limiting the generality of the foregoing, Client is specifically prohibited from accessing, copying, using, modifying, distributing or otherwise exercising any rights to such Source Code, even if such Source Code is loaded on the Equipment. The loading and/or using of Source Code to any Subsystem Software by TriTech or its employees, agents or Subcontractors on the Equipment or any other computer system equipment at the Designated Location or any other location associated with Client shall not constitute a waiver of this provision, or any express or implied license or other permission to copy, use or exercise other rights to the Source Code. 5.8 Client may not export any Software or Documentation outside the United States without further prior written agreement of TriTech or the applicable Subcontractor. In the event of such agreed export, Client agrees to comply with the requirements of the United States Export Administration Act of 1979 and any amendments thereto, and with all relevant regulations of the Office of Export Administration, U.S. Department of Commerce. 5.9 Third party software, including System Software, will be licensed in accordance with the applicable Vendor's license terms. Subscription License Agreement— Meridian Page 6 of 20 © 2015 TriTech Software Systems 6. WARRANTY 6.1 TriTech warrants that, during the Warranty Period, the TriTech Software will perform in conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, notification to TriTech shall be coordinated through Ada County. 6.1.1 TriTech further warrants and represents that the TriTech Software does not contain any "back door," "rime bomb," "Trojan horse," "worm," "drop dead device," or other program routine or hardware device inserted and intended by TriTech to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the TriTech Software. 6.1.2 If the TriTech Software is unable to function as warranted due to any one or more of the following factors, additional charges may be imposed by TriTech for actions necessary to correct or work -around such factors: i. Changes or modifications of the TriTech Software, System Software or Equipment by Client or a third party. ii. Misuse or neglect, including without limitation failure to use the TriTech Software as described in the TriTech Documentation, or other written instructions provided by TriTech. iii. Software not provided by TriTech, or not specified as compatible in the Documentation; or Ada County not following the procedures for loading third party software on a Workstation or Server as set forth in the County Agreement and its Exhibits. iv. Equipment which does not meet the configuration requirements specified in the TriTech Documentation, by failure of Ada County to provide and maintain the site and facility requirements described in the County Agreement, or the use of equipment which does not meet TriTech's minimum recommended specifications set forth in the County Agreement and its exhibits. V. Computer viruses that have not been introduced into the Client's system by TriTech. The Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System including, but not limited to, Workstations. Ada County shall be responsible for such actions related to Servers. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Software, and will, at its expense, reload said software (but not the Client's data) on the applicable Equipment. The Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System to mitigate the consequences of any virus. Subscription License Agreement— Meridian Page 7 of 20 0 2015 TriTech Software Systems vi. Equipment or software provided by third parties with which the TriTech Software interfaces or operates (including but not limited to System Software), including but not limited to problems caused by changes in such equipment or software. If such changes occur which require modifications or other actions with respect to the TriTech Software, such modifications or actions shall be subject to the mutual written agreement of the Parties, including but not limited to, additional charges by TriTech at its then current rates for engineering and technical support. vii. After the Warranty Period, TriTech's obligations with respect to operation of the items purchased and/or licensed hereunder shall be as specified in the Software Support Agreement between TriTech and Ada County. viii. If mapping information is supplied with the TriTech Software, TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to TriTech. 6.1.3 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. The Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at the Client's sole risk. 6.1.4 Equipment, System Software and Subcontractor Hardware and Software, and any other items provided under this Agreement and not manufactured by TriTech (collectively "Third Party Items"). Third Party Items are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to the Client any warranties on Third Party Items granted to it. If, during the warranty period for Third Party Items the Client determines that they do not perform as warranted, TriTech shall perform Help Desk functions by receiving calls from Ada County and providing reasonable assistance to in determining the causes of the reported problem and in assisting the Client in making claims under applicable third party warranties. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by the TriTech Software or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with Ada County and Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the foregoing, TriTech warrants that, during the Warranty Period for the TriTech Software, the TriTech Software shall be compatible with the Third Party Items (i.e., shall communicate, share data and otherwise work together without additional software or hardware not provided under this Agreement) provided that all Subsystem components are used and maintained by the Client in conjunction with Ada County as specified or instructed in writing by TriTech, or the respective Vendors thereof, provided further Subscription License Agreement— Meridian Page 8 of 20 0 2015 TriTech Software Systems that such items have not been substantially changed since the date of Go Live such that the TriTech Software is no longer compatible without modification. 6.2 TriTech represents and warrants that to TriTech's current and actual knowledge, the TriTech Software does not violate any U.S. copyrights, patents, trademarks or other intellectual property rights of any third party. TriTech will at its expense defend against any claim, action or proceeding by a third party ("Action" herein) for infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement). Client may participate in the defense of such Action at its own expense. 6.3.1 Notwithstanding the above, TriTech shall have no duty with respect to, and Client shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by System Software, third party software, or Equipment, (ii) arising out of modifications to the TriTech Software and/or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This section 6.3 states the entire obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 6.4 TRITECH MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. TERM AND TERMINATION 7.1 The term of this Agreement shall commence upon the last date of signature herein, and continue until the Subscription Term has expired or been terminated. Payment of the Subscription fees will be made on an annual basis, subject to compliance with Idaho Constitution Art. VIII § 3, and the Non -Appropriation Clause in this Agreement. 7.2 Unless otherwise terminated as provided herein, prior to the end of any Subscription Term, Parties may renew the Subscription hereunder at the mutual written agreement of the Parties. 7.3 TriTech may terminate this Agreement and the Subscription and TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material tern or condition of this Agreement including payment of the annual Subscription Fees when due, unless Client cures such failure(s) within thirty (30) days of such notice or in the case of failures Subscription License Agreement — Meridian Page 9 of 20 0 2015 TriTech Software Systems not reasonably susceptible to cure within thirty (30) days, or Client commences action to cure such failure within such period and continues such action with due diligence until the failure is cured; or (ii) Client's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder. 7.4 Client may terminate this Agreement if (i) in accordance with Section14.1 Non - Appropriation in the event that funding has not been appropriated; (ii) TriTech (or a Subcontractor) fails to comply with any material term or condition of this Agreement unless (a) TriTech (or the applicable Subcontractor) cures such failure within thirty (30) days after written notice thereof from Client or (b) in the case of failures not reasonably susceptible to cure within thirty (30) days, TriTech commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, (iii)TriTech's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination and no successor or assignee is appointed who is ready, willing and able to assume and perform TriTech's executory obligations under this Agreement. 7.5 Upon termination, Client shall immediately discontinue use of the TriTech Software and remove all TriTech Software from Client's computer system. Client shall either return all TriTech Software and Document and copies thereof to TriTech, or destroy all copies thereof and verify such destruction in writing to TriTech. 8. SOFTWARE SUPPORT 8.1 Annual software support will begin concurrent with the initial Annual Subscription term set forth in Section 7 above. The TriTech Software will be installed on the ACSO Server(s). Support for the TriTech Software will be provided in accordance with the Software Support Agreement between TriTech and Ada County. Ada County will be the primary point of contact for reporting Software Errors to TriTech. 9. CONFIDENTIALITY AND PROPRIETARY RIGHTS 9.1 In connection with providing services to Client, TriTech acknowledges and agrees that it will have access to certain Client confidential and proprietary information. TriTech agrees to keep in confidence the Client's confidential business, legal, financial, and proprietary information (the "Client Confidential Information") which TriTech assimilates or to which TriTech has access during the term of the Agreement. TriTech shall not, without the prior written consent of Client, disclose any confidential or proprietary information to any third person, partnership, joint venture, company, corporation or other organization, other than employees or agents of TriTech who need to know the Client Confidential Information in the performance of this Agreement. Contractor shall promptly return to Client upon termination of this Agreement and without relieving TriTech of any obligation of confidentiality all written material containing or reflecting any Client Confidential Information (including all copies, extracts or other reproductions). Subscription License Agreement — Meridian Page 10 of 20 0 2015 TriTech Software Systems 9.2 The Client acknowledges and agrees that the TriTech Software and its associated Documentation, including but not limited to User's Guides, Administrator Guides, Release Notes, the Statement of Work, and training materials constitute the proprietary and trade secret information of TriTech ("TriTech Confidential Information'), and shall not without the prior written consent of TriTech, disclose any TriTech Confidential Information to any third person, partnership, joint venture, company, corporation or other organization, other than employees or agents of the Client who need to know such information and in those instances only to the extent justifiable by that need. Upon termination of this Agreement the Client shall remove all TriTech Software or other TriTech Confidential Information from its computer system, and as directed by Contractor either return the TriTech Software and its associated Documentation and other TriTech Confidential Information to TriTech, or destroy all such TriTech Confidential Information and certify in writing to Contractor that such destruction has been performed. This section shall also apply to any applicable Subcontractor proprietary information provided by TriTech under this Agreement. Notwithstanding the above, the parties herein understand and acknowledge that this agreement and its attachments are subject to the Idaho Public Records Act (I.C. §§ 9-337, et seq.), the Idaho Open Meetings Act (I.C. §§ 67-2340, et. seq.), and other applicable federal and state laws, and may be a public record. 9.3 The Client may make copies of the TriTech Documentation, including training materials, for its own internal use only, provided that all confidential, copyright or trademark notices on the original are included on all such copies. No modifications to the TriTech Documentation are permitted hereunder, with the single exception of training materials that may be modified by the Client's training staff for the Client's own internal use. 9.4 With respect to any proprietary information of the disclosing Party, the receiving Party shall use the same care and discretion to limit disclosure of such proprietary information as it uses to protect the proprietary, confidential, or trade secret status of its own information, but in no event less than reasonable means, including, but not limited to: a. restrict disclosure of proprietary information solely to its employees, agents, advisors, consultants, contractors and/or subcontractors with a need to know and not disclose such proprietary information to any other parties; and b. advise all of the receiving Party's employees, agents, advisors, consultants, contractors and/or subcontractors with access to the proprietary information of the obligation to protect proprietary information provided hereunder; C. use the proprietary information provided hereunder for the receiving Party's own internal use in performance of its duties under this Agreement and only for purposes directly set forth in this Agreement and its Exhibits and for no other purpose. 9.5 This provision shall not apply to information (i) already in the public domain; (ii) disclosure to the receiving Party by a third party on a non -confidential basis; (iii) is developed Subscription License Agreement — Meridian Page 11 of 20 © 2015 TriTech Software Systems independently by the receiving Party without beach of this Agreement; (iv) required to be disclosed by law, provided the receiving Party gives the disclosing Party prior notice of such disclosure. This section shall survive the termination of the Agreement. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10.1 The Client shall indemnify and hold TriTech harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Client or, its employees, agents, or contractors as a result of the use or misuse of the TriTech Software to the extent consistent with Idaho Constitution Art. VIII, § 4.. Such indemnification and defense shall be limited to only those claims, and only to the extent that, Client itself could be liable under state and federal statutes, regulations, common law, and other law, including the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. Client's indemnification and defense of TriTech herein is further limited by all defenses, burdens of proof, immunities, and limitations on damages to which Client would be entitled if the claims were asserted against Client , including, but not limited to, the limits specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. In the event that such claims result solely due to the negligent or wrongful act, error or omission of TriTech, its employees, agents, or contractors, Client shall have no obligation under this provision. 10.2 TriTech shall indemnify, defend, save, and hold the Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or any subcontractor as a result of TriTech's or any subcontractor's performance pursuant to this Agreement. Notwithstanding the foregoing, in the event that such claims are caused by or contributed to by the negligent or wrongful act, error or omission of the Client, its employees, agents, or contractors, TriTech's obligations under this provision shall be reduced by the extent of such negligent or wrongful act, error or omission of the Client, its employees, agents, or contractors. In the event that such claims result solely due to the negligent or wrongful act, error or omission of the Client, its employees, agents, or contractors, TriTech shall have no obligation under this provision. 10.3 TriTech shall be liable for damages which result from its own negligent or intentional acts or omissions, or the negligent or intentional acts or omissions of one of its subcontractors or suppliers, for injuries to person or property, or for injuries to person or property proximately resulting from any breach of warranty. Subscription License Agreement — Meridian Page 12 of 20 © 2015 TriTech Software Systems 10.4 Notwithstanding the foregoing, the total liability of TriTech for any claim or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages which shall not exceed (i) the Subscription Fees paid for the twelve (12) month term in which the claim arises or (ii) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier, the coverage limits of such insurance. A copy of TriTech's Certificate of Insurance is attached as Exhibit C. During the term of this Agreement, TriTech shall maintain and shall require its subcontractors, if applicable, to maintain, cyber liability insurance, commercial general liability insurance with coverage limits of no less than $500,000.00, automobile insurance as required by law, and workers' compensation insurance as required by law. 10.1 Except for actions for copyright, trade secret, or trademark infringement, no arbitration, action or proceeding arising out of any claimed breach of this Agreement or transaction may be brought by either party more than five (5) years after the cause of action has accrued. 10.2 IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 11. NOTICE 11.1 Any notice under this Agreement shall be in writing and be delivered in person, by public or private courier services (including U.S. Postal Service Express Mail), or by certified mail with return receipted requested. Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept delivery; or (b) the date of mailing by certified mail. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: Client: TriTech: City of Meridian TriTech Software Systems Attn: City Clerk Attn: Contracts 33 E Broadway 9477 Waples Street, Suite Meridian, Idaho 83642 San Diego, CA 92121 With a copy to the Meridian Chief of Police Subscription License Agreement — Meridian Page 13 of 20 © 2015 TriTech Software Systems 12. FORCE MAJEURE 12.1 Each Party shall perform its obligations in accordance with the provisions of this Agreement, the Statement of Work and the Project Schedule. Neither Party shall be responsible for failure to perform its obligations, and time extensions will be granted as a result of excusable delays that arise from unforeseeable causes beyond a Party's reasonable control and without the fault or negligence of the Party delayed, including but not restricted to acts of God, acts of the public enemy, acts of the State in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the State, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of either Party or the subcontractors or suppliers. In such event of such an excused delay, the Project Schedule shall be extended on a day for day basis. 13. GOVERNING LAW 13.1 This Agreement and its performance shall be construed in accordance with and governed by the laws of the State of Idaho, with venue for any action brought pursuant to this Agreement to be in the Fourth Judicial District, State of Idaho 14. GENERAL TERMS, MUTUAL OBLIGATIONS 14.1 Non -Appropriation. TriTech acknowledges that Client is a governmental entity, and the contract validity is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Client's obligations under this contract, then this Agreement shall terminate thirty (30) days after written notice to TriTech of the unavailability and non -appropriation of public funds. It is expressly agreed that Client shall not activate this non -appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its governmental operations. In the event of a change in the Client's statutory authority, mandate and mandated functions, by state and federal judicial, legislative, or regulatory action, which adversely affects Client's authority to continue its obligations under this contract, then this contract shall automatically terminate without penalty to Client upon written notice to TriTech of such limitation or change in Client's legal authority. In the event of termination for non - appropriation of funds, TriTech shall be paid its fees and expenses earned up to the date of such termination. 14.2 Independent Contractor. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the Parties. The relationship between Client and TriTech is and shall remain that of independent Parties to a contractual relationship as set forth in this Agreement. No Party is authorized or permitted to act as an agent or employee of the other Party. Subscription License Agreement — Meridian Page 14 of 20 0 2015 TriTech Software Systems 14.3 This Agreement and its Exhibits constitute the entire agreement between the Parties, and supersede all other agreements and understandings, written and oral, between the Parties with respect to the subject matter hereof. 14.4 Severability. In the event any provision or section of this Agreement conflicts with applicable law, or is otherwise held to be unenforceable, the remaining provisions shall nevertheless be enforceable and shall be carried into effect. 14.5 Successors and Assigns. This Agreement may not be assigned in whole or part by either of the parties hereto without the prior express written either of the parties hereto without the prior express written consent of the other party, which consent shall not be unreasonably withheld. 14.6 Modifications. This Agreement may be modified or amended only by a writing duly executed by both parties. 14.7 Performance/Waiver. The failure or delay of either Party to require strict performance of any term or condition of this Agreement or to exercise any option herein conferred in any one or all instances shall not be construed to be a waiver or relinquishment of any such term or condition, but the same shall be and remain in full force and effect, unless such waiver is evidenced by the prior written consent of the Party claimed to have waived or consented. 14.8 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party. 14.9 This Agreement shall not become a binding contract until signed by an authorized officer of each party, and is effective as of the date so signed. 14.10 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. A facsimile of this Agreement, its Exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy, or scanned email thereof) shall be treated as an original. 14.11 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 14.12 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. Subscription License Agreement—Meridian Page 15 of 20 © 2015 TriTech Software Systems EXHIBIT A PRICING AND PAYMENT MILESTONES TriTech Software including Annual Support—Annual Subscription (Initial Annual Term) Product Inform FBR User 20 Inform RMS Barcode Handheld Reader Software 2 Inform RMS User 98 NCIC/State Software Position Inform RMS 18 Inform Analytics Designer 1 Annual Subscription Total — includes annual support: $33,855 Professional Services, Open Market Items Upfront Costs Subscription License Agreement — Meridian Page 17 of 20 © 2015 TriTech Software Systems Product..- GSA Product 132-50 Training IN -SV -180020- Inform RMS v4.6+Barcode $2,160.00 1 $2,160.00 001 & Evidence Training (2 days) 132-51 IT IN -SV -100034- Pawn Leads -Online $157.50 16 $23520.00 Professional 001 Installation, Configuration, Services Testing 132-51 IT IN -SV -100034- Inform Analytics $157.50 6 $945.00 Professional 001 Administration Training Services Remote 132-51 IT IN -SV -180008- Inform RMS v4.6+ Business $157.50 49 $7,717.50 Professional 001 Analysis and Consultation Services Services 132-51 IT IN -SV -100040- Onsite Go Live Support $53670.00 1 $53670.00 Professional 001 Services for RMS v4.6+ (1 Servicesperson, 4 days, single shift 132-51 IT IN -SV -130018- Onsite Go Live Support $3,780.00 1 $3,780.00 Professional 001 Services for Inform FBR Services v4.6+ (1 person, 2 days, single shift) 132 -WI IN -IS -000001-031 Inform RMS v4.6+ $157.50 294 $463305.00 Professional Integrated Total Solutions Services Services (ITS Meridian Conversion 132-51 IT IN -IS -000001-031 Inform RMS v4.6+ $157.50 200 $31,500.00 Professional Integrated Total Solutions Services Services (Beast Data Conversion 132-51 IT IN -SV -190002- Inform Project Management $157.50 181 $283507.50 Professional 001 Services Services Open Market IN -SV -190035- Open Market - Travel $30,000.00 1 $30,000.00 Product 001 Expenses Subscription License Agreement — Meridian Page 17 of 20 © 2015 TriTech Software Systems Payment Milestones: 2 Services, Soffivare, and Hardware Delivery of Initial Project Plan $31,821.00 15% Installation of Inform RMS $23,865.75 20% Inform RMS DOLF $31,821.00 20% Completion of Inform RMS Pre -Go Live End User Training $31,821.00 15% Completion of Inform RMS FAT $23,865.75 10% Inform RMS Go -Live $15,910.50 Subtotal: $159,105.00 100% Hardware due on delivery (items denoted with an asterisk in the Up Front Costs Table comprise this fee — there may be multiple deliveries) $3,247.00 Total Upfront Costs: $162,352.00 100% "Annual Subscription — Initial year of 4 year contract to begin upon the start of Pre -Go Live End User Training $33,855.00 ** The payment of the Annual Subscription above shall be due and payable pursuant to the terms set forth in Section 4 of this agreement, and as follows: Amount: $33,855 Subscription Term: Four (4) years Billing frequency: Annually Billing No. 1 - $33,855 invoiced upon the start of Pre -Go Live End User Training Billing No. 2 - $33,855 invoiced twelve months after Billing no. 1 Billing No. 3 - $33,855 invoiced twelve months after Billing No. 2 Billing No. 4 - $33,855 invoiced twelve months after Billing no. 3 Subsequent renewals are subject to increase as set forth in Section 4.3 of this Agreement. Subscription License Agreement —Meridian Page 18 of 20 © 2015 TriTech Software Systems EXHIBIT B STATEMENT OF WORK AND PROJECT SCHEDULE (Attached) Subscription License Agreement —Meridian Page 19 of 20 0 2015 TriTech Software Systems Exhibit C TriTech Certificate of Insurance (Attached) Subscription License Agreement— Meridian Page 20 of 20 0 2015 TriTech Software Systems STATEMENT OF WORK FOR RMS AND FBR Ada County - Meridian Police Department Meridian, Idaho Version 5.00 TriTech Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Fax: 858.799.1010 Customer Services: 1.800.987.0911 )))TRITECH SOFTWARE SYSTEMS The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software li Systems. ©2014 TriTech Software Systems © 2003-2014 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. Inform RMS and Inform FBR are trademarks of TriTech Software Systems. ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. Document Control Date Version Details/Changes Author 12/15/14 1.00 Initial Draft M. Hamilton 12/18/14 2.00 TriTech Edits M. Hamilton 01/30/15 3.00 Removed versions of FDD's and added ODBC connection information M. Hamilton 02/2715 4.00 Removed CopLogic from ODBC Connections section 7.4.4. M. Hamilton 04/08/15 5.00 Removed Citizens Online Interface and added ITS M. Hamilton Note Prior to finalizing the document, select all of the document text (ctl-A) and activate F9, ;I to update reference fields and the table of contents. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software iii Systems. 02014 TriTech Software Systems Table of Contents DocumentControl....................................................................................................................iii Tableof Contents.....................................................................................................................iv 1 Overview..............................................................................................................................1 1.1 Statement of Work for Inform RMS AND Inform FBR Systems.................................................................1 1.2 Project Implementation Definitions...............................................................................................................1 1.3 System Acceptance Process...........................................................................................................................2 1.4 Functional Acceptance Testing.....................................................................................................................2 1.5 General Client Responsibilities.....................................................................................................................2 1.6 Project Exclusions.........................................................................................................................................4 2 Project Deliverables............................................................................................................5 2.1 Overview of Project Deliverables..................................................................................................................5 2.1.1 Standard TriTech Software Deliverables.......................................................................................................5 2.1.2 Contracted Modifications to Standard TriTech Software Products...............................................................6 2.1.3 Contracted Custom Interface Software..........................................................................................................6 3 TriTech Project Roles and Responsibility.........................................................................6 3.1 Overview....................................................................................................................................................... 6 3.2 TriTech Project Manager...............................................................................................................................7 3.3 Systems Engineer..........................................................................................................................................7 3.4 Inform RMS and Inform FBR Business Analyst...........................................................................................7 3.5 Training Specialist.........................................................................................................................................8 3.6 Client Installation Services Team..................................................................................................................8 3.7 Customer Services Group..............................................................................................................................8 3.8 Account Executive.........................................................................................................................................8 4 Recommended Client Roles and Responsibilities............................................................9 4.1 Overview.......................................................................................................................................................9 4.2 Project Manager.............................................................................................................................................9 4.3 System Administrator....................................................................................................................................9 4.4 Client Inform RMS Administrator.............................................................................................................. to 4.5 Client Inform FBR Administrator...............................................................................................................1 o 4.6 Client Inform RMS and Inform FBR Users/Supervisors.............................................................................10 4.7 Client Subject Matter Experts...................................................................................................................... 11 4.8 Client Application Trainers.........................................................................................................................11 5 Project Controlling Processes.........................................................................................12 5.1 Overview.....................................................................................................................................................12 5.1.1 TriTech Responsibilities...... ........................................................................................................................ 13 5.1.2 Client Responsibilities.................................................................................................................................13 5.2 Change Management Process......................................................................................................................13 5.2.1 TriTech Responsibilities..............................................................................................................................14 5.2.2 Client Responsibilities.................................................................................................................................14 5.3 Project Reporting.........................................................................................................................................15 5.4 Document Review.......................................................................................................................................15 5.4.1 TriTech Responsibilities..............................................................................................................................15 5.4.2 Client Responsibilities.................................................................................................................................16 5.5 Third Party Management.............................................................................................................................16 6 Project Initiation and Planning.........................................................................................16 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software iv Systems. ©2014 TriTech Software Systems 6.1 Overview.....................................................................................................................................................16 6.1.1 TriTech Responsibilities..............................................................................................................................17 6.1.2 Client Responsibilities.................................................................................................................................17 7 Project Execution..............................................................................................................17 7.1 Overview.....................................................................................................................................................17 7.2 Implementation of Inform RMS..................................................................................................................18 7.2.1 Inform RMS System Orientation.................................................................................................................18 7.2.1.1 TriTech Responsibilities..............................................................................................................................18 7.2.1.2 Client Responsibilities.................................................................................................................................18 7.2.2 Inform RMS DOLF.....................................................................................................................................19 7.2.2.1 TriTech Responsibilities..............................................................................................................................19 7.2.2.2 Client Responsibilities.................................................................................................................................19 7.2.3 Build Inform RMS Code Files.....................................................................................................................20 7.2.3.1 TriTech Responsibilities..............................................................................................................................20 7.2.3.2 Client Responsibilities.................................................................................................................................20 7.2.4 Inform RMS Workshop...............................................................................................................................20 7.2.4.1 TriTech Responsibilities..............................................................................................................................20 7.2.4.2 Client Responsibilities.................................................................................................................................20 7.2.5 Inform RMS Functional Acceptance Testing (FAT)...................................................................................20 7.2.5.1 TriTech Responsibilities..............................................................................................................................21 7.2.5.2 Client Responsibilities.................................................................................................................................21 7.2.6 Inform RMS Training..................................................................................................................................21 7.2.6.1 TriTech Responsibilities (for all Inform RMS Classes)..............................................................................21 7.2.6.2 Client Responsibilities (for all Inform RMS Classes).................................................................................22 7.2.7 Inform RMS Core End User Training (3 days, onsite, up to ten (10) students) .......................................... 22 7.2.8 Inform RMS Report Writing Class (3 days, onsite, up to ten (10) students)...............................................22 7.2.9 Inform RMS Module Training.................................................................................................................... 22 7.2.10 Inform RMS Barcode and Evidence Training Class (2 days, onsite, Up to ten (10) students)....................23 7.2.11 Inform RMS Case Management End User Training (I day, onsite, up to ten (10) students) ......................23 7.2.12 Inform RMS Admin and Personnel End User Training (2 days, onsite, up to ten (10) students)................23 7.2.13 Inform RMS Intelligence Training (1/2 day, remote, up to ten (10) students)............................................23 7.2.14 Inform RMS Train -The -Trainer Training (3 days, onsite, up to ten (10) students).....................................24 7.2.15 Standard RMS GIS Training and RMS Address Validation and PinMapping Training (1/2 day, remote, up to four(4) students).....................................................................................................................................................24 7.2.16 Inform RMS Integration Testing.................................................................................................................24 7.2.16.1 TriTech Responsibilities......................................................................................................................24 7.2.16.2 Client Responsibilities.........................................................................................................................25 7.3 Implementation of Inform FBR...................................................................................................................25 7.3.1 Inform FBR System Orientation..................................................................................................................25 7.3.1.1 TriTech Responsibilities..............................................................................................................................25 7.3.1.2 Client Responsibilities.................................................................................................................................25 7.3.2 Inform FBR Administration Training (I day, onsite, up to ten (10) students)............................................26 7.3.2.1 TriTech Responsibilities..............................................................................................................................26 7.3.2.2 Client Responsibilities.................................................................................................................................27 7.3.3 Inform FBR System Configuration............................................................................................................. 27 7.3.3.1 TriTech Responsibilities..............................................................................................................................27 7.3.3.2 Client Responsibilities.................................................................................................................................27 7.3.4 Inform FBR Workshop................................................................................................................................27 7.3.4.1 TriTech Responsibilities..............................................................................................................................27 7.3.4.2 Client Responsibilities.................................................................................................................................28 7.3.5 Inform FBR Functional Acceptance Testing (FAT)....................................................................................28 7.3.5.1 TriTech Responsibilities..............................................................................................................................28 7.3.5.2 Client Responsibilities.................................................................................................................................28 7.3.6 Inform FBR Training...................................................................................................................................28 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software v Systems. ©2014 TriTech Software Systems 7.3.6.1 Inform FBR Core End User/Train-The-Trainer Training (2 days, onsite, up to ten (10) students) .............29 7.3.6.1.1 TriTech Responsibilities......................................................................................................................29 7.3.6.1.2 Client Responsibilities.........................................................................................................................29 7.4 One (1) Time Legacy Data Conversions.....................................................................................................30 7.4.1 Inform RMS Legacy Data Conversion (Meridian Police Department— Beast and ITS) .............................30 7.4.1.1 Phase 1 —Mapping Plan..............................................................................................................................30 7.4.1.2 Phase I1— Initial Data Load......................................................................................................................... 31 7.4.1.3 Phase III — Final Data Load.........................................................................................................................31 7.4.1.4 TriTech Responsibilities..............................................................................................................................31 7.4.1.5 Client Responsibilities.................................................................................................................................31 7.4.1.6 Completion Criteria.....................................................................................................................................32 7.4.2 Inform IQ.....................................................................................................................................................32 7.4.3 ODBC Connections.....................................................................................................................................32 7.4.4 System and Subsystem Go Live.................................................................................................................. 32 7.4.4.1 Inform RMS Go Live..................................................................................................................................32 7.4.4.1.1 TriTech Responsibilities......................................................................................................................32 7.4.4.1.2 Client Responsibilities.........................................................................................................................33 7.4.4.2 Inform FBR Go Live................................................................................................................................... 33 7.4.4.2.1 TriTech Responsibilities......................................................................................................................33 7.4.4.2.2 Client Responsibilities.........................................................................................................................34 8 Project Closure.................................................................................................................34 8.1.1 System Transition........................................................................................................................................34 8.1.1.1.1 TriTech Responsibilities......................................................................................................................34 8.1.1.1.2 Client Responsibilities.........................................................................................................................34 Appendix A - Contracted Modifications to Standard TriTech Software Products..............35 Appendix B - Standard TriTech Interfaces............................................................................36 Appendix C - Custom TriTech Interfaces..............................................................................37 Appendix D - Subcontractor(s) Statement(s) of Work..........................................................38 Appendix E — Custom Solutions............................................................................................39 Appendix F — Inform RMS and Inform FBR Software Support .............................................40 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software A Systems. 02014 TriTech Software Systems The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software vii Systems. ©2014 TriTech Software Systems 1 OVERVIEW 1.1 Statement of Work for Inform RMS AND Inform FBR Systems In accordance with the terms and conditions of the Subscription License Agreement (the "Agreement"), this Statement of Work (RMS SOW) defines the services and Deliverables related to the Inform RMS and Inform FBR systems that TriTech Software Systems (hereinafter referred to as "TriTech" or "Contractor") will be providing to Meridian Police Department, hereinafter referred to as "Client". As further defined in the Agreement, the TriTech Software licenses for Inform RMS and Inform FBR granted to Client will be installed on the Ada County Emergency Communications Center (ACSO) servers in accordance with the contract between TriTech and Ada County (referred to herein as "Ada County" or the "County"). This project description includes the services and Deliverables specified by the Agreement, including if applicable, TriTech Software and services, Subcontractor activities, third party products and services for the implementation of the System and Subsystems specified in the Agreement (collectively the "Project"). In some cases, the framework of Deliverables documented by this RMS SOW for this Project is further defined through additional documents such as: Operational Scenario Documents (OSD); Functional Description Document (FDD); User and Administrator Documentation and Training Materials. The number and type of software licenses, products, or services provided by TriTech or its Subcontractors are specifically listed in the Agreement and any reference within this document as well as Subcontractors' SOWs does not imply or convey a software, license, or services that are not explicitly listed in the Agreement. 1.2 Project Implementation Definitions Capitalized terms within this document have the meanings described in the Definitions section of the Agreement. The following terms are used in this document. Since these terms may be used differently in other settings, these definitions are provided for clarity. • Project Schedule means the schedule providing dates and timeframes for completion of tasks and Deliverables during the course of this Project. The Project Schedule is subject to change at the mutual agreement of TriTech and the Client as further described in this SOW. Project Management Plan means collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. The OSD provides an operational description of a capability or feature within the applicable TriTech solution in sufficient detail that both the Client and TriTech team mutually agree to the expected deliverable. The OSD provides the "what", "how," and the information flow (including data flow and data elements, when appropriate) of the capability or feature. The OSD does not provide the technical or internal design of how TriTech's Development team will accomplish the requested feature. An OSD will be provided for each contracted product The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. ©2014 TriTech Software Systems Overview customization to be developed. Once approved by the Client, the OSD becomes the basis for TriTech's development. Once approved, any further changes requested by the Client to the OSD and/or design are subject to the change management process. • The Functional Description Document (FDD) provides a high level overview of the functionality required for the Inform RMS Interfaces. 1.3 System Acceptance Process The System Acceptance Process for the Inform RMS and FBR projects have been defined in the Ada County, Sheriff's Office Statement of Work. 1.4 Functional Acceptance Testing The Meridian Police Department will participate in the Functional Acceptance Testing that will be conducted for the Inform RMS and Inform FBR products for Ada County's Sheriff's Office. Functional Acceptance Testing (FAT) is conducted on each of the Subsystems prior to conducting the User Training on these applications and staging them for Go Live. The focus of these tests is to verify functionality of each Subsystem and that the system is ready for Go Live. The Functional Acceptance Tests are performed based upon standard TriTech FAT documents that have a standard content and format. These standard FAT documents will be submitted to the Client for review prior to testing. During the scheduled FAT and according to the FAT documents, the TriTech and Client project personnel will work to identify any errors where the Subsystem does not conform materially to the FAT documents. Any such errors will be documented by TriTech on the FAT exceptions list. Errors listed on the FAT exception list will be classified as follows: 1) Pre -Go Live Issues: Issues in the Subsystem that prevent the Client from performing normal daily and monthly operations and therefore must be corrected prior to Go Live. 2) Post Go Live Issues: Issues identified in the FAT testing that do not prevent the Client from performing normal daily and monthly processes, and therefore can be corrected after the Subsystem Go Live. These issues will not be used as part of the criteria for Acceptance and will be corrected within a mutually agreed timeframe. In the event that the Client chooses not to follow the Acceptance Test processes defined in the Statement of Work, the Client's cutover to live production status (i.e., productive use) of any TriTech supplied Subsystem constitutes the Client's acceptance of the Subsystem. The Client will have access to any software upgrades or patches to TriTech's Software Products which are provided for general release during the implementation process prior to Go Live. The Client will have final authority on whether or not these upgrades or patches should be installed prior to Go Live. Any such patches or upgrades implemented post Go Live will be tested in the County's Test/Training environment prior to implementation in the Production environment. 1.5 General Client Responsibilities In addition to those Client responsibilities stated elsewhere in this SOW, the Client is responsible for: 1) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 2 Systems. ©2014 TriTech Software Systems Overview 2) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. 3) Network/communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice/data connections), or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. 4) Configuration and/or programming of network routers, switches and bridges — this includes providing information to TriTech staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate in accordance with TriTech documentation. 5) The installation, configuration, and maintenance (including patch management and upgrades of Microsoft software required by the System). 6) The installation of servers into racks and the connection of such servers to network switches. 7) The assignment of machine names and IP addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by TriTech documentation. 8) The Client is responsible for providing any hardware and third party software or services necessary for implementing the System that is not listed in the Agreement as a TriTech Deliverable (not listed as a line item in the Price and Payment section of the Agreement). This includes workstations, server hardware, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, and services required to extract legacy data and convert into acceptable data formats. 9) Configuration, maintenance, testing, and supporting the third party systems that the Client operates and which will be interfaced with as a part of this project. Specifically, the Client operates and supports; The Client is responsible for maintaining and supporting these systems in good working order. The Client is responsible for providing Application Programming Interface (API) documentation to these systems that document the integration process for the level of interface integration defined by TriTech's FDDs and OSD;s. The Client is also responsible for any cost associated with the development or configuration of the third party system Vendor side of the Interfaces. 10) Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Agreement into existing consoles, furniture, vehicles or existing facilities. Installation of Workstations into consoles, furniture, vehicles or like items, is the responsibility of the Client. 11)Active participation of the appropriate personnel with the necessary background knowledge and availability in the Project implementation meetings and working sessions during the course of the Project. Examples of such implementation sessions are System Orientation, DOLF, Acceptance Testing, and Training, regular Project meetings, discussion regarding Interfaces, system installation planning, and the like. 12) The provision of Code Files and GIS data as requested by TriTech staff. This information must be provided on a timely basis in order to meet the project timelines. This information will be provided in a format requested by TriTech staff in accordance with (1) GeoComm Data Analysis Services FAQs and (2) GeoComm RMS Address Validation Map Data Specification documents. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 3 Systems. 02014 TriTech Software Systems Overview 13) The timely review and approval of Functional Acceptance Testing (FAT) documents, OSDs, FDD's, Task Completion Reports (TCR) and/or other project documentation as further defined in this SOW. 14) Provide a facility with the required computer and audio-visual equipment for training. 15) Timely completion of acceptance testing for each of the TriTech Subsystems. 16) TriTech pricing for this Project assumes that all Client supplied products and services required to support the project will be delivered according to this agreed to Statement of Work, based upon a mutually agreed upon project schedule. This timeline will require a commitment by Client staff to attend project meetings, attend training, and execute action items in a timely fashion. Should the Client find that it is unable to support the agreed to schedule, TriTech and the Client may negotiate and execute a mutually agreed to Project Change Order. 17) Ada County is responsible for providing remote connectivity to TriTech for the purpose of installation, configuration, testing, and troubleshooting of TriTech's applications at the Client site. TriTech's approved remote connectivity methods are described in the System Planning Document: chapter 2, sections 4, 7 & 8, chapter 3 section 19, and chapter 4. 18) The Client is responsible for providing and completing necessary background checks and fingerprinting required for TriTech employees to access the Client's facilities and network, as further defined in this SOW. 1.6 Project Exclusions 1) TriTech Software Systems provides software applications that it develops. These applications are sold as and are considered to be "Commercial Off the Shelf' (COTS) software packages. The functionality of these products will be based on TriTech's current design and functionality of these COTS products, unless otherwise indicated in the Agreement. 2) Work, software, services, hardware, Systems, Subsystems, product/software modifications, or any other deliverables not explicitly stated in the Agreement will not be included in the Project. 3) Any modification to TriTech standard products or customizations to such products that are not explicitly stated in the Agreement are excluded from the scope of this Project. 4) Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. 5) TriTech is not responsible for the deficiencies in the Client's internal or contracted network to support remote Inform RMS, Inform FBR or other subsystem workstations. 6) TriTech is not responsible for the deficiencies in a Client's internal or contracted network to support some of the extended features of TriTech's Inform products due to bandwidth or limitations in wireless coverage. 7) TriTech is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Agreement and this SOW. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTecb Software 4 Systems. 02014 TriTech Software Systems 2 PROJECT DELIVERABLES 2.1 Overview of Project Deliverables This project will provide a combination of software and services that comprise the System for use by the Client's Public Safety Organization(s). The individual Subsystems to be provided comprise the overall System. This project will provide services and licenses to add the Meridian Police Department agency to the Ada County RMS and FBR project. The Meridian Police department project staff will utilize the System Orientation, DOLF, Functional Acceptance Testing, and Training that will be provided through the Ada Co Sheriff's project. The Inform RMS and Inform FBR server licenses were provided under the Ada County Sheriff's project. This project includes the additional User licenses required for Meridian Police Department to utilize the RMS and FBR subsystems. The Agreement for this project incorporates the following major Subsystems, which are warranted as set forth in the Agreement, to perform in conformity with TriTech's specifications, including FDD's or OSDs during the Warranty Period: 1) Inform RMS 2) Inform FBR Implementation of different components of the System are performed in a series of interrelated processes. Some processes can be performed concurrently while others are sequential in nature. TriTech has implemented process gates to ensure successful completion of tasks in the optimal order before a subsequent activity begins. The only reference for the number and type of software licenses is the Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Agreement. Standard TriTech documentation will be provided to the Client at no extra charge. This documentation includes: Product User Manuals and Data Dictionaries. 2.1.1 Standard TriTech Software Deliverables The functionality provided by Standard TriTech Software Products, including Interfaces (the core TriTech Software and Interfaces without any Modifications) is defined by TriTech Standard documentation such as User and Administration Guides for TriTech's major Subsystems such Inform RMS, Inform FBR and other Standard Software products. Standard TriTech Interface Software to be delivered through this Project is identified as software licenses in the Agreement. Any Modification to the functionality of Standard TriTech Software within the System, or Subsystems, shall follow the Change Management Process as described in Section 5.2, Change Management Process. The scope of the Modification will be described in an OSD. Release of all Modifications to TriTech's Standard Interfaces will follow Subsystem release cycles (i.e. Inform RMS, and the like). The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 5 Systems. 02014 TriTech Software Systems TriTech Project Roles and Responsibility 2.1.2 Contracted Modifications to Standard TriTech Software Products Any Modifications to Standard TriTech Software Products including Inform RMS, Inform FBR and Standard System Interfaces that are to be delivered through this Project are listed in the Agreement. The functional scope of any Modification procured through the Agreement will be summarized in this Statement of Work and defined by an OSD for all items listed under Appendix A - Contracted Modifications to Standard TriTech Software Products for Inform RMS, Inform FBR and other major TriTech Subsystems; and under Appendix B - Standard TriTech Interfaces, for modifications to Standard Interfaces. Any and all modifications or enhancements that are not explicitly listed in the Agreement are not within the scope of this Project. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. 2.1.3 Contracted Custom Interface Software Custom Interfaces to be created by TriTech are identified as individual software licenses in the Agreement. The approved FDD, which is a high level description of the intended functionality and scope are listed in Appendix C - Custom TriTech Interfaces to this SOW. The detailed functional scope of any custom Interface procured through the Agreement will be defined by an OSD, which will be developed and delivered to the Client during the project. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. 3 TRITECH PROJECT ROLES AND RESPONSIBILITY 3.1 Overview TriTech will appoint a team of specialized personnel that will implement the Project under the direction of TriTech's Project Manager in accordance with the Agreement. The team will be multi- disciplinary and the team members may specialize in different products or Subsystems. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited timeframe. All key TriTech staff assigned to this project shall be involved in their respective project roles throughout the duration of the project. TriTech key personnel have been or will be assigned to the Project in accordance with the contract between TriTech and Ada County. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the TriTech Project Manager in The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 6 Systems. ©2014 TriTech Software Systems TriTech Project Roles and Responsibility order to complete the requirements of the Project. TriTech's Project Manager will advise the Client in the event of any scheduling conflicts between the Client's Project and other projects to which TriTech key personnel (Project Manager, Systems Engineer, Business Analysts, or GIS Analyst) are assigned. Such scheduling conflict shall be communicated to the Client within a reasonable time of learning of the conflict. 3.2 TriTech Project Manager TriTech has appointed a TriTech Project Manager as the principal TriTech contact who will be responsible for managing TriTech's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Agreement. The Project Manager is also responsible for managing the Deliverables for TriTech's subcontractors. Each of TriTech's Subcontractors may appoint a Project Manager to manage their portion of the Project Deliverables and activities. However, the TriTech Project Manager will have the overall responsibility for coordinating all activities and supervising the progress of each sub -Project. The TriTech Project Manager will manage all communications between the Client and each of TriTech's Subcontractors. TriTech's Project Manager is responsible for Project scheduling and management of TriTech Project personnel and subcontractor/supplier resources. The Project Manager utilizes a standardized methodology for project implementation, project management, and risk identification and management. TriTech's Project Manager is responsible for Project scheduling and management of TriTech Project personnel and applicable Subcontractor/supplier resources, budget management, identification and management of Project risks, and communication with the Client's Project team. The TriTech Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities. The Project Manager will be an active participant in many of the milestone events through the course of the Project including System Orientation, DOLF, and Go Live. The Project Manager will organize a bi-weekly Project status call with the Client and necessary Project team members. Additionally, the Project Manager will provide the Client with a written Project status report on a monthly basis, as further defined in this SOW. The Project Manager shall be required to staff the project from project inception through final system acceptance. 3.3 Systems Engineer The Systems Engineer is responsible for two primary functions, within the scope of the Project: 1) configuration of Standard TriTech Interfaces (including configuration documentation); and 2) development of software requirements documentation for Custom Interfaces. The Systems Engineer will additionally participate in testing of each of these Subsystems. In some cases, Development Engineers may perform the role of the Systems Engineer for specialized interfaces, particularly for Inform RMS interfaces. 3.4 Inform RMS and Inform FBR Business Analyst Inform RMS and Inform FBR Business Analyst(s) participate in various activities throughout the implementation of each of these Subsystems. They are primarily responsible for conducting the System Orientation with the Client to observe and evaluate the Client's current business practices and make recommendations for improving efficiency and areas that need to be reviewed. They The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. ©2014 TriTech Software Systems TriTech Project Roles and Responsibility also conduct the Administration training for each of these products and Functional Acceptance Testing Procedures, if included in the scope of the Agreement. 3.5 Training Specialist Training for TriTech applications is provided by TriTech Training Specialists. Training staff for other products and functions will vary by the type of product and training proposed. This process is described in greater detail in the training sections of this document, related to each of these products. 3.6 Client Installation Services Team TriTech's Client Installation Services (CIS) team is responsible for installation and integration of TriTech Software onto the system hardware that is identified for this Project. This team works closely with the Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. 3.7 Customer Services Group Customer service functions and technical support for the Client's System during the Project is coordinated by the TriTech Project Manager. After Go Live, and successful completion of System Acceptance, TriTech's Customer Services Group is responsible for providing on-going support for the Client's System as defined in the Software Support Agreement between TriTech and Ada County. 3.8 Account Executive The Account Executive is an important resource to the Client throughout the life of their System. The Account Executive will be the primary contact and liaison for non-technical support issues, system changes and billing questions. They provide support for general customer service requests, manage requests for new software and services, and provide assistance with planning technology upgrades post System Go Live. Having the Account Executive participate as a key Project member provides an enhanced level of continuity for the Client as they continue their relationship with TriTech. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 8 Systems. ©2014 TriTech Software Systems Recommended Client Roles and Responsibilities 4 RECOMMENDED CLIENT ROLES AND RESPONSIBILITIES 4.1 Overview Implementation of the Subsystems in a manner that meets the Client's operational needs requires collaboration with the Client's team. In general, the Client's Project team should include staff experienced in the operation and administration of the Client's current public safety technology systems as applicable to the scope of this project. Such teams may include representatives from users and stakeholders of the Inform RMS and Inform FBR. These "subject matter experts' need to be engaged through the course of the Project from initiation until live operations, and may be involved in the support and maintenance of the System and Subsystems after Go Live. These recommendations do not speak to specific positions. Rather, this information defines specific responsibilities and estimated time commitment. The Client may elect to create individual positions, combine responsibilities, and/or assign responsibilities within their current organizational structure. The Client needs to periodically assess its staffing needs based on changes in the Client's operational use of this technology. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented and the number of Subsystems. In addition, it is recommended that the Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of the Client's System to include the technical and business processes. The application Administrators (Inform RMS and Inform FBR), as well as the System Administrator, are very key to the success of the Project. It is paramount that the Client develops this team during the implementation process so that the Client successfully achieves a degree of self-reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. 4.2 Project Manager The Client's Project Manager is the principal Client contact who will manage a team of Client Project personnel. The Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, timely approval and processing of invoices, review and approval of Task Completion Reports ("TCRs"), Project management plans, applicable configuration sheets, FDD's, OSDs, approval of the Project documentation and FAT, and management of the Client's staff. Additionally the Client's Project Manager is responsible for coordinating the efforts, activities, and communications between TriTech and third party vendors that are not TriTech Subcontractors, as well as any deliverables from these vendors to the Project. 4.3 System Administrator The Client's System Administrator is the individual primarily responsible for managing the technical back -end of the System including Windows, SQL Server, network, hardware, data back-ups and log management. This individual is the primary technical point of contact representing the Client. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 9 Systems. ©2014 TriTech Software Systems Recommended Client Roles and Responsibilities Following the initial system installation, administration, and support for hardware (including the software operating system) and network components are the responsibility of the Client. The Client needs to plan for support and maintenance through the development of Client resources, other departments within the Client's organization, or by contracting for such services. The Client should establish procedures for managing warranty service of hardware. Activities for this position include 1) management of Microsoft Windows Operating System including patches and service packs; 2) management of Microsoft SQL Server including patches and service packs; 3) implementation of software prerequisites (in accordance with TriTech Documentation) on computers as needed for current operations and System upgrades; 4) monitoring, management and maintenance of the Client's network including LANs, WANs, wireless networks, security accounts and support connectivity (in accordance with TriTech Documentation); and 5) hardware maintenance and troubleshooting; file and data back-ups and software and error log management. Time commitment will vary with the number of computers on the system, the complexity of the network (including the use of a WAN) and the number of personnel to be managed in network access. If the System LAN is connected to the Client's administrative LAN/WAN1, coordination will be important to avoid problems with the Client's network traffic. 4.4 Client Inform RMS Administrator The Inform RMS Administrator will have the responsibilities for the implementation, configuration, and maintenance of TriTech's Inform RMS. This person or persons will be engaged in the implementation of the TriTech's Inform RMS, and will participate in making decisions as it relates to implementing the TriTech's Inform RMS. Inform RMS Administrator will attend the Inform RMS DOLF during the course of the Project. This person should have a comprehensive understanding of the internal structure and workflow of Inform RMS users, departmental policies and procedures as well as how the records department interacts with dispatch and field operations personnel. The Inform RMS Administrator will be responsible for building and maintaining the RMS Code Files. 4.5 Client Inform FBR Administrator The FBR Administrator will have administration responsibilities for implementation, configuration, and maintenance of TriTech's Field Based Reporting System. This person will also be responsible for establishing user roles, setting up and maintaining the users, building report templates, structuring workflows, and configuring the System options. The FBR Administrator will attend the FBR Administration class during the course of the Project. This person should have a comprehensive understanding of the records function within the agency, how Mobile will be utilized in conjunction with FBR, and be familiar for the policies and procedures for officer reporting. 4.6 Client Inform RMS and Inform FBR Users/Supervisors Input from the Users/Supervisors is important to ensure that the configuration settings approved by the Client's team will be perceived as usable by users of the each of the Subsystems. These The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 10 Systems. 02014 TriTech Software Systems Recommended Client Roles and Responsibilities Users/Supervisors should participate in meetings defining and evaluating the requirements and configuration of their respective products, such as System Orientation and Administration Training. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation should be maintenance only. These personnel should attend the applicable User trainings. 4.7 Client Subject Matter Experts Input from subject matter experts in all applicable areas (Inform RMS, Inform FBR and each of the Interfaces and external Systems that integrate with TriTech Systems) is essential to successful implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. For Standard and Custom Interfaces, subject matter experts may be from the Client Agency, and third party vendors. If the vendors are not TriTech Subcontractors, the Client will be responsible for engaging them in necessary discussions and documentation of the requirements. The Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. 4.8 Client Application Trainers A team of trainers is needed for training the Client staff on TriTech Software on an on-going basis. Trainers will be responsible for reading TriTech Software release notes and maintaining an understanding of new and existing features. The Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 11 Systems. 02014 TriTech Software Systems 5 PROJECT CONTROLLING PROCESSES 5.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management plans. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication. This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, TriTech utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to measure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Therefore, TriTech's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs may delay the start and completion of the Interface development work, which may ultimately have an impact on the projected Go Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go Live Task Completion Reports. The Client shall endeavor to complete review of documents within five business days and will notify TriTech in a reasonable time if additional time is necessary to review a particular document. In the event the Client needs more than five business days to review a document, and such additional time may impact a project milestone, TriTech shall notify the Client of that impact in a reasonable time. As part of the Project controlling process, upon completion of significant milestones and or tasks, TriTech will submit a Task Completion Report ("TCR") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to the Client by TriTech's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Agreement. Upon The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 12 Systems. ©2014 TriTech Software Systems Project Controlling Processes execution of a TCR that is tied to a Project payment milestone, the Client will receive an invoice from TriTech's accounting department which must be paid based on the terms and conditions of the Agreement. The TCR will include the following information: 1. Description of Work performed and products delivered. 2. Comments noting any special circumstances. 3. Product/Service deliverables listing the contract line items that are being recognized as delivered and will be invoiced. 4. Related Payment Terms in accordance with the Agreement, for contract line items that will be invoiced relative to the TCR. 5.1.1 TriTech Responsibilities a) TriTech will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) TCRs that trigger a payment will include the payment amount in accordance with the Agreement payment schedule. 5.1.2 Client Responsibilities a) The Client shall endeavor to complete review and approval of TCRs within five business days from the time of receipt less any challenges to the validity of the report. The Client will notify TriTech in a reasonable time if additional time is necessary to review a particular document. In the event the Client needs more than five business days to review a document, and such additional time may impact a project milestone, TriTech shall notify the Client of that impact in a reasonable time. The Client understands that delays in such review and approval may result in an extension of the Project Schedule. b) In the event that the Client disagrees with a TCR, the Client shall submit to TriTech a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Agreement or this SOW. The Client shall endeavor to complete review and notification of the TCR within five business days of receipt of the TCR and will notify TriTech in a reasonable time if additional time is necessary to review a particular document. In the event the Client's needs more than five business days to review a document, and such additional time may impact a project milestone, TriTech shall notify the Client of that impact in a reasonable time. The Client understands that delays in providing such written explanation may result in an extension of the Project Schedule. 5.2 Change Management Process Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Agreement and related attachments. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, TriTech and Client's identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 13 Systems. ©2014 TriTech Software Systems Project Controlling Processes significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. A Project Change Order will be the vehicle for communicating and approval of the changes. Whether initiated by the Client or TriTech, all Change Orders will be documented by the TriTech Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW. All Change Orders must go through the TriTech's internal approval process before they can be presented to the Client for review and approval. TriTech shall provide the requested Change Orders within 10 business days from the date of request, if additional time is necessary TriTech will notify the Client within those ten business days. Once the Change Order is generated, the Client Project Manager and TriTech Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Change Order by both parties. Upon the approval and authorized signatures by both parties the Change Order will be authorized for implementation. Any Change Order resulting in an increase to the project price requires an addendum to the Agreement executed by the authorized representatives of the parties and the Client Board of Commissioners. In such event, the impact on the Project Schedule shall be assessed by both parties, and if necessary, the Project Schedule will be extended appropriately based on the mutual agreement of TriTech and the Client to accurately reflect the impact. No additional fees will be paid for any Change Order, unless otherwise agreed to between the parties. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. It must be noted that the later in the Project that a change is requested, the greater the likely impact in terms of costs, risks, and timescale. It is recommended that the Client not delay any review activity as it is a best practice to discover potential changes as early as possible. In some cases, it may be more appropriate to plan modifications for post Go Live delivery. 5.2.1 TriTech Responsibilities a) TriTech shall provide the requested Change Orders within 10 business days from the date of request, if additional time is necessary TriTech will notify the Client within those ten business days. b) Where Project changes require Engineering -level modifications, TriTech will perform requirements capture necessary to prepare required documentation including a high level description of the change for Client review and approval. c) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 5.2.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to the subsystems that will require a change order. This process may also include participation with the requirements process. c) Client will approve and process Change Orders without cost changes within fourteen (14) days. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 14 Systems. ©2014 TriTech Software Systems Project Controlling Processes 5.3 Project Reporting Project reporting to include a monthly Status Report and bi-weekly status calls are included under the Ada County Sheriff's project. 5.4 Document Review In the course of the Project, TriTech will deliver several documents to the Client for review. These documents will include but are not limited to the Acceptance Test Procedures, Project Schedule, DOLF report, OSD's, for the Project. Approved documents are returned to the TriTech Project Manager. For paper documents, the TriTech Project Manager will retain the original copy and will provide an unbound copy suitable for reproduction. For soft copy documents, the TriTech Project Manager will retain a copy and provide Client with a copy. Should the Client find any document unacceptable, the Client must provide specific reasons in writing to the TriTech Project Manager. TriTech can then assess any required corrective measures and make revisions or modifications to provide acceptable documents within a mutually agreed upon timeframe. Status Reports provide information on the progress of Project Implementation, or action items, but do not require Client approval. The Client shall provide comments or corrections to the submitted Status reports or project journals within 5 business days from the date of receipt from TriTech. Upon receipt of such comments or corrections, TriTech shall provide an update, or a response to the Client within 5 business days. The Client shall endeavor to complete review of documents within five business days and will notify TriTech within those five business days if additional time is necessary to review a particular document. Documents Subject to Client Approval a) Project Schedule — any changes must be mutually agreed upon in writing by TriTech and Client b) Change Orders c) Operational Scenario Documents (OSD) d) Application Configuration Sheet e) Inform RMS DOLF Report f) Functional Acceptance Test Procedure documents g) Task Completion Reports Documents Subject to Client Review not requiring Approval a) Project Status Reports. The Client may provide comments or corrections to the submitted Status Reports as described above. b) Project Journals. The Client may provide comments or corrections to the submitted project journals as described above. 5.4.1 TriTech Responsibilities a) Distribute the documents to the Client. b) Coordinate the process to consolidate comments and edit documents. c) Manage the signoff process for applicable documents and the distribution of originals to the Client and TriTech for filing. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 15 Systems. ©2014 TriTech Software Systems Project Initiation and Planning d) Respond to any comments or corrections provided by the Client within five business days of receipt of such comments. 5.4.2 Client Responsibilities a) Review the documents presented and provide the appropriate information back to TriTech within five (5) business days of receipt for configuration sheets, Change Orders and/or Sales Orders. The Client shall endeavor to complete review of documents within five (5) business days and will notify TriTech within those five (5) business days if additional time is necessary to review a particular document. b) Review the documents presented and provide the appropriate information back to TriTech within ten (10) business days for requirements documents defined above. Unless unanticipated changes to the Project Schedule would warrant a shortened turn around. 5.5 Third Party Management This project does not include any third party management of any Subcontractors. 6 PROJECT INITIATION AND PLANNING 6.1 Overview Project Initiation consists of those processes that define the scope of the Project. The process of contract negotiations is included as a part of the Project Initiation process and sets the foundation for the expectations of the parties regarding the Project. During the initiation process there will be a minimal exchange of technical information between the Client and TriTech while the negotiating teams determine the Project scope, define Deliverables and finalize pricing and payment terms. Project Planning requires the gathering of Project specific information required to produce a Project Management Plan. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchanged between the Client and TriTech during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stake -holders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and a baseline Project Schedule. The baseline Project Schedule will be developed by TriTech and the Client, following execution of the contract documents. The major milestones within the baseline Project Schedule, including the timeline for 1) availability of the hardware for installation; 2) installation of core Production site software on customer hardware; 3) DOLF; 4) Start of FAT; 5) Start of End User Training; and 6) Go Live may only be changed at the mutual written agreement of TriTech and the Client. Substantive changes to major milestones (e.g. changes that impact the Go Live date) within the Project Schedule may require a Change Order. The Project must be managed in a manner that will allow for the adjusting of the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are successfully completed and as the Project nears Go Live and Project completion. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 16 Systems. ©2014 TriTech Software Systems Project Execution 6.1.1 TriTech Responsibilities a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as Standard IRDs, System Planning Document, etc.) c) Review and finalize the SOW with the Client. d) Identify and engage the TriTech Project team responsible for carrying out Project Execution. e) In collaboration with the Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). f) Baseline the Project Schedule. g) Prepare and submit the TCRs for Client acceptance of the Project Management Plan as defined above. 6.1.2 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. b) Identify and engage the Client's Project team. c) Review and comment on the TriTech Project Management Plan and the Project Schedule. d) Review and comment on TriTech provided documentation to support Initiation activities. e) Finalize and approve the SOW with TriTech. f) The Client shall endeavor to complete review and notification of the TCRs for the Project Management Plan within five (5) business days of receipt of the TCRs and will notify TriTech in a reasonable time if additional time is necessary to review a particular document. 7 PROJECT EXECUTION 7.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of: 1) a review of Deliverable documents; 2) Development, configuration, Installation and testing of software and hardware deliverables, and 3) Delivery of Project related services such as Project related training. These processes are iterative in nature with a number of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 17 Systems. ©2014 TriTech Software Systems Project Execution 7.2 Implementation of Inform RMS Inform RMS is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform RMS. The Meridian Police Department till be attending the System Orientation, DOLF, FAT, Workshop and Training purchased under the Contract between TriTech and Ada County. This project includes additional Go Live support for the Meridian Police Department. This project includes the addition of the following training sessions as listed in the Agreement: • RMS Barcode & Evidence Training 7.2.1 Inform RMS System Orientation The TriTech project team will perform an on-site System Orientation for the Inform RMS portion of the project. This visit will involve discussing the specific details regarding the workflow and configuration of Inform RMS system. Topics will include evaluating current processes and workflows, applicable configurations, and identifying areas of the operation that may need to be reviewed. At the conclusion of System Orientation, a report with the findings and discussions identified during this visit will be provided to the Client. This visit does not include a demonstration of Inform RMS; rather it focuses on the gathering information from the Client. 7.2.1.1 TriTech Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Advise Client on process changes that need to be addressed with the implementation of Inform RMS. e) Provide Client with a written trip report summarizing TriTech's findings and recommendations. f) Prepare and submit a TCR to the Client for the delivery of the System Orientation report. 7.2.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation. b) Ensure participation of key stakeholders and decision -makers in the System Orientation process. c) Provide subject matter experts that can describe operational requirements of the users. d) Schedule the appropriate personnel and ensure they attend the Inform RMS System Orientation sessions. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 18 Systems. ©2014 TriTech Software Systems Project Execution e) Plan for making any necessary and agreed upon changes to the business processes prior to the start of end-user training. fl Review and approve the applicable TCRs. 7.2.2 Inform RMS DOLF After the System Orientation, and once the System has been installed at the Client site the TriTech project team will conduct the Inform RMS DOLF session at the Client site. During this session a subset of the Client staff will be trained on the entry of Client specific information such as Code Files, user roles and rights, set up number control and working folders. The students will be introduced to the administration responsibilities for the implementation, configuration, and maintenance of TriTech's Inform RMS. The TriTech project team will then advise the Client in the definition and building of production data files. This session is strongly recommended for all personnel responsible for the implementation of Inform RMS, as well as personnel responsible for policy related decisions that could be affected or changed by the deployment of Inform RMS. Inform RMS DOLF is an onsite working session. The number of staff attending will be limited to no more than twenty (20). In order to fully take advantage of the DOLF session and the information that is offered during this visit it is necessary that the attendees meet certain qualifications and possess certain skills. These skills include the following: 1) Basic understanding of servers, computer operations, and the Windows operating system. 2) Basic understanding of the Microsoft Windows Environment. 3) Basic understanding of Microsoft SQL and/or database software. 4) Comprehensive understanding of the internal structure of the records department, departmental policies and procedures as well as, how the records department interacts with dispatch and patrol functions. 7.2.2.1 TriTech Responsibilities a) Schedule the Inform RMS DOLF in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. C) Conduct the meetings based on the distributed agenda. d) Provide an electronic copy of Inform RMS technical and user manuals e) Provide standard training sessions on the entry of Client -specific data fl Prepare and submit a TCR upon completion of DOLF. 7.2.2.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the session. b) Ensure participation of the appropriate personnel. C) Continue and complete the code file building activities after completion of this training. d) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 19 Systems. ©2014 TriTech Software Systems Project Execution 7.2.3 Build Inform RMS Code Files After completion of the Inform RMS DOLF, the Client's Inform RMS Administration team will enter the Client specific information such as Code Files, user roles and rights, set up number control and working folders, etc. 7.2.3.1 TriTech Responsibilities a) Be available to provide remote assistance and direction to the Client during the course of the configuration. b) Monitor the progress of this task to ensure timely completion of the configuration activities to support the Project timelines. 7.2.3.2 Client Responsibilities a) Complete entry and configuration of the production data files to support the Project timelines. b) If necessary consult with TriTech on any questions that may arise during the data entry and configuration activities. 7.2.4 Inform RMS Workshop After the Inform RMS DOLF has been completed, the TriTech project team will conduct an Inform RMS workshop session at the Client site. This session is intended to be an extension to the Inform RMS DOLF. 7.2.4.1 TriTech Responsibilities a) Schedule the Inform RMS Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. C) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 7.2.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the workshop. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 7.2.5 Inform RMS Functional Acceptance Testing (FAT) Inform RMS Functional Acceptance Testing (FAT) follows a standard content, approach and format. An Inform RMS Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training. This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 20 Systems. ©2014 TriTech Software Systems Project Execution Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and determine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat of the entire tests. 7.2.5.1 TriTech Responsibilities a) Deliver TriTech's standard FAT documents to the Client no later than two weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. C) Assist the Client in conducting the FAT in accordance with the FAT documents. d) Identify and document any issues discovered during the FAT. e) Upon completion of FAT prepare and submit a TCR to the Client, including a list of any exceptions to FAT. 7.2.5.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base code table entry and configuration. b) Provide adequate facilities to execute the FAT. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results. e) Review and approve the appropriate TCRs. 7.2.6 Inform RMS Training Inform RMS Training classes are conducted based on the quantities that are specified in the Agreement. These classes are conducted on consecutive days, on weekdays (Tuesday -Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT has been completed and the results are documented. A detailed description of these classes is provided below: 7.2.6.1 TriTech Responsibilities (for all Inform RMS Classes) a) Schedule the Inform RMS Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Develop and provide the Inform RMS Training Plan for all licensed product options to the Client. d) Provide an electronic copy of the Inform RMS technical and user manuals. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes conducted within the training environment. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 21 Systems. ©2014 TriTech Software Systems Project Execution 7.2.6.2 Client Responsibilities (for all Inform RMS Classes) a) Provide adequate facilities to comfortably hold the training activities, and workstations with Inform RMS application installed. b) Ensure that all Inform RMS end-users attend the core end-user training. C) Ensure that each Inform RMS end-user completes all relevant training modules before assigning the end-user a username and password to access Inform RMS. d) Review and approve the applicable TCRs. 7.2.7 Inform RMS Core End User Training (3 days, onsite, up to ten (10) students) The Inform RMS Core End User Training is a hands-on course provided by TriTech's training specialists. This class will prepare the students to add, edit, and search crime report records easily and efficiently. The students will learn how to enter State Reportable UCR/NIBRS Reports. The student will also utilize the Inform RMS to enter or modify Arrest, Custody and Incident information. This class is recommended for all personnel responsible for the day to day records entry of, both miscellaneous and UCR/NIBRS Reports, as well as the personnel with the responsibility for entering and/or maintaining Arrest, Custody, and Incident. This three (3) day course prepares a core set of end users on Inform RMS. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) Basic understanding of agency report taking/writing policies as they relate to the records section. 7.2.8 Inform RMS Report Writing Class (3 days, onsite, up to ten (10) students) The Inform RMS Report Writing Training is a hands-on course that will prepare students to run, modify, and create reports on data stored in Inform RMS. Students will learn how to run Canned Reports available in Inform RMS, as well as how to modify Canned Reports and create new Custom Reports using Crystal Reporting Services. This three (3) day class is recommended for all personnel that will utilize the provided reporting tools to extract data from the Inform RMS. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Training. 7.2.9 Inform RMS Module Training Inform RMS Module Training classes cover specific RMS Modules that will be utilized by the client and are limited to the quantities that are specified in the Agreement. Training classes will be conducted between Tuesday and Friday. The number of students attending each RMS Module Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Module Training. Included RMS Module Training: • RMS Gun Permit End User Training —1 day, onsite, up to ten (10) students per class. • RMS Civil End User Training —1 day, onsite, up to ten (10) students per class. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 22 Systems. 02014 TriTech Software Systems Project Execution • RMS Warrants End User Training —1 day, onsite, up to ten (10) students per class. • RMS Imaging End User Training —1/2 day, onsite, up to ten (10) students per class. • RMS Towing/Impound End User Training - 1 day, onsite, up to ten (10) students per class. • RMS Parking Tickets End User Training - 1 day, onsite, up to ten (10) students per class. • RMS Pawn End User Training - 1 day, onsite, up to ten (10) students per class. • RMS Citation End User Training - 1 day, onsite, up to ten (10) students per class. • RMS Traffic Accidents Training —1 day, onsite, up to ten (10) students per class. 7.2.10 Inform RMS Barcode and Evidence Training Class (2 days, onsite, Up to ten (10) students) The Inform RMS Barcode and Evidence training is a hands-on two (2) day course for personnel responsible for entering, updating, and maintaining evidence records. Attendees will learn how to search evidence records, manage evidence items, and create item barcodes and to use barcoding for inventory evidence. Prerequisites: Detailed understanding of the agency's evidence tracking methods, procedures, and policies 7.2.11 Inform RMS Case Management End User Training (1 day, onsite, up to ten (10) students) The Inform RMS Case Management End User Training is a hands-on one (1) day course for Case managers; Investigative Supervisors; Investigators (Detectives). Attendees will learn how to assign cases for investigation and track their progress, add case supplements/case materials and update cases as needed. Prerequisites: 1) Inform Base Training (If investigators perform direct data entry); 2) Understanding of the agency's investigative processes, workflows and policies. 7.2.12 Inform RMS Admin and Personnel End User Training (2 days, onsite, up to ten (10) students) The Inform RMS Admin and Personnel End User Training is a hands-on two (2) day course for personnel responsible for entering, updating and maintaining staff records to include training and issued equipment. Due to sensitive personal information that will be handled in this class, it is recommended the product administrators be the person(s) responsible. Attendees will learn items such as how to add employee classifications, add training courses and associated classifications, add personnel records and associated classifications, courses, shifts and equipment. Prerequisites: Understanding of the agency's personnel, training, and equipment tracking methods, procedures, and policies 7.2.13 Inform RMS Intelligence Training (1/2 day, remote, up to ten (10) students) The purpose of the RMS Intelligence Training is to train the students on the following tasks: add, edit and search intelligence records, create an RMS case from intelligence data if applicable, and utilize the intelligence master indices. This half (1/2) day course prepares a core set of students on Inform RMS Intelligence. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 23 Systems. 02014 TriTech Software Systems Project Execution Prerequisites: 1) Attendance of the Inform RMS Core End User Training 7.2.14 Inform RMS Train -The -Trainer Training (3 days, onsite, up to ten (10) students) The purpose of this Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform RMS product. Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTech. This three (3) day course prepares a core set of students to train end users on Inform RMS. Prerequisites: 1) Attendance of the Inform RMS Core End User Training; 2) Daily user of the designated application module; 3) Classroom instruction experience and demonstrated presentation skills. 7.2.15 Standard RMS GIS Training and RMS Address Validation and PinMapping Training (1/2 day, remote, up to four (4) students) The purpose of the RMS GIS Training and RMS Address Validation and PinMapping Training is to train the students on the following tasks: address validation for Inform RMS, review of the button definitions, introduction into Inform RMS GIS and MAVI Geo validation web service configuration. This half (1/2) day course prepares a core set of students on Inform RMS GIS. Prerequisites: 1) Attendance of the Inform RMS Core End User Training 7.2.16 Inform RMS Integration Testin Once the FAT is concluded for Inform RMS, Subsystems, and Interfaces that are scheduled to Go Live with Inform RMS and in preparation for Go Live, TriTech and the Client will conduct an Integration Testing. The Integration testing will be conducted based on a number of scenarios that test the records management process. These scenarios involve the Subsystems and Interfaces that are scheduled to Go Live with Inform RMS and can be tested in the pre -production environment. A small group of the Client staff (1-2 Records staff and field users) should participate in this test with TriTech. TriTech will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It is recommended that the Client utilizes sample cases and/or data from their legacy System. These scenarios must be signed off prior to commencement of the integration testing. At the successful completion of Integration Testing without any issues that prevent the System to be taken Live the Client shall provide written approval that the System is ready for Go Live. 7.2.16.1 TriTech Responsibilities a) Schedule Integration Testing with the Client. b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's work flow. c) Prepare and submit a TCR to the Client documenting the tests that will be used for Integration Testing. d) Participate in the Integration Testing with the Client. e) Prepare and submit TCRs upon successful completion of the Integration Testing. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 24 Systems. ©2014 TriTech Software Systems Project Execution 7.2.16.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal work flow. b) Participate in conducting the Integration Testing. c) Review and approve the applicable TCRs. 7.3 Implementation of Inform FBR Inform FBR is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform FBR. The Meridian Police Department till be attending the System Orientation, Admin Training, FAT, Workshop and Training purchased under the Contract between TriTech and Ada County. This project includes additional Go Live support for the Meridian Police Department. 7.3.1 Inform FBR System Orientation The TriTech project team will perform an on-site System Orientation for the Inform FBR portion of the project. This visit will involve discussing the specific details that the Client will need to address. Topics will include evaluating current processes and making recommendations for improving efficiency and areas that need to be reviewed. At the conclusion of this System Orientation, a report will be produced based on the findings and discussions during this visit. This visit does not include a demonstration of the Software and rather focuses on the gathering information from the Client. 7.3.1.1 TriTech Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Advise the Client on process changes that need to be addressed with the implementation of the Inform FBR System. e) Provide the Client with a written trip report summarizing TriTech's findings and recommendations. f) Prepare and submit a TCR upon completion of this session and upon submission of the System Orientation report to the Client. 7.3.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation. b) Ensure participation of key stakeholders and decision -makers in the System Orientation process. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 25 Systems. 02014 TriTech Software Systems Project Execution C) Provide subject matter experts that can describe operational requirements of the users. d) Schedule the appropriate personnel and ensure they attend the Inform FBR System Orientation sessions. e) Make necessary and agreed upon changes prior to the start of end-user training. f) Review and approve the applicable TCRs. 7.3.2 Inform FBR Administration Training (1 day, onsite, up to ten (10) students) After the System Orientation, and once the System has been installed at the Client site the TriTech project team will conduct the Inform FBR Administration Training session at the Client site. The class will introduce the student to the administration responsibilities for implementation, configuration, and maintenance of TriTech's Field Based Reporting System. During this session a subset of the Client staff is trained on the proper configuration of the Inform FBR server. This training also instructs the designated Client personnel in methodology for establishing user roles in the Inform FBR System, creating report templates, and structuring FBR workflows. This class is recommended for the personnel responsible for the implementation of the TriTech Field Based Reporting Application. In addition, any personnel responsible for policy related decisions as it relates to implementing Inform FBR should attend this class. The Inform FBR Administration Training is a one (1) day class and will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Comprehensive understanding of the Records function within the agency. 2) Clear understanding of current departmental officer reporting procedures and policies for the agency, and how future policy changes that might be implemented with Inform FBR could improve overall efficiencies. 7.3.2.1 TriTech Responsibilities a) Schedule the Inform FBR Administration training in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide an electronic copy of Inform FBR technical and user manuals. e) Provide standard training sessions on the methodology for establishing user roles, creating templates, and structuring workflows in Inform FBR. f) Prepare and submit a TCR upon completion of the training. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 26 Systems. 02014 TriTech Software Systems Project Execution 7.3.2.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Upon completion of training create user roles, templates, and structure desired workflows in Inform FBR. d) Review and approve the applicable TCR. 7.3.3 Inform FBR System Configuration After successful completion of the Inform FBR Administration Training, the Client's Inform FBR Administration team will complete the configuration of Inform FBR: • User roles • Users • Workflows • Templates 7.3.3.1 TriTech Responsibilities a) Be available to provide remote assistance and direction to the Client during the course of the configuration. b) Monitor the progress of this task to ensure timely completion of the configuration activities to support the Project timelines. 7.3.3.2 Client Responsibilities a) Complete the configuration of the production Inform FBR to support the Project timelines. b) If necessary consult with TriTech on any questions that may arise during the data entry and configuration activities. 7.3.4 Inform FBR Workshop After the Inform FBR Administration Training has been completed, the TriTech project team will conduct an Inform FBR workshop session at the Client site. This session is intended to be an extension to the Inform FBR Administration Training to provide the Client with more extensive training on more complex implementations and multi -jurisdictional agencies as specified in the contract. 7.3.4.1 TriTech Responsibilities a) Schedule the Inform FBR Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Upon completion of the training send a TCR to the Client The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 27 Systems. ©2014 TriTech Software Systems Project Execution 7.3.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the Inform FBR Workshop. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Sign the appropriate TCR. 7.3.5 Inform FBR Functional Acceptance Testing (FAT) Inform FBR Functional Acceptance Testing follows a standard approach and format. An Inform FBR Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training. This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and determine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat of the entire tests. 7.3.5.1 TriTech Responsibilities a) Deliver TriTech's standard FAT documents to the Client for review no later than two weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. C) Assist the Client in conducting the FAT in accordance with FAT documents. d) Identify and document any issues discovered during the FAT. e) Upon completion of FAT prepare and submit a TCR to the Client, including a list of any exceptions to FAT. 7.3.5.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include building all user roles, templates, and workflows. b) Provide adequate facilities to execute the FAT. C) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results. e) Review and approve the appropriate TCRs. 7.3.6 Inform FBR Traini Inform FBR Training classes are conducted based on the quantities that are specified in the Agreement. These classes are conducted on consecutive days, on weekdays (Tuesday -Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT has been completed and the results are documented. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 28 Systems. ©2014 TriTech Software Systems Project Execution 7.3.6.1 Inform FBR Core End User/Train-The-Trainer Training (2 days, onsite, up to ten (10) students) The Inform FBR Core End User and Train -The -Trainer Training is a hands-on course provided by TriTech's training specialists. This class will prepare the students to utilize Inform FBR in order to enter their standard reports such as State Reportable Incidents, Miscellaneous Incidents, Accident Reports, and Field Interviews. Supervisors will review and approve or reject the reports. Once reports are approved, they will transfer into the Inform RMS application. The purpose of the Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform FBR product. Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTech. This two (2) day course prepares the client designated trainers to train end users on Inform FBR. This Training is recommended for all personnel responsible for writing incident reports and Field Interviews, as well as the supervisors responsible for reviewing and approving reports. The Inform RMS Administrator, Record Clerks, or any other personnel that will interact with utilizing the FBR application can also benefit from this class. Unless otherwise specified Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) Basic understanding or the agencies report writing and submission policies and procedures. 3) Basic understanding of UCR or NIBRS Reporting requirements. Completion Criteria: This task is considered complete upon completion of each of the scheduled classes. 7.3.6.1.1 TriTech Responsibilities a) Schedule the FBR Core End User/Train-The-Trainer Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. C) Develop and provide the FBR Training Plan for all licensed product options to the Client. d) Provide an electronic copy of the FBR technical and user manuals. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Upon completion of the training send a TCR to the Client. 7.3.6.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities, and workstations with the Inform FBR application installed. b) Schedule and conduct the Client led End User Training, to allow for completion of the Inform FBR End User training no later than one week prior to Go Live. c) Ensure that all the appropriate Inform FBR end-users attend the core end-user training classes. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 29 Systems. 02014 TriTech Software Systems Project Execution d) Ensure that each FBR end-user completes all relevant training modules before assigning the end-user a username and password to access Inform FBR. 7.4 One (1) Time Legacy Data Conversions 7.4.1 Inform RMS Legacy Data Conversion (Meridian Police Department — Beast and ITS) TriTech has engineered a solution that incorporates Client legacy data into Inform RMS in a way that retains its historical accuracy while ensuring the integrity of the Inform RMS System. TriTech's Integrated Solution Department will work with the Client throughout this phased process. Prior to any final conversion of legacy data, TriTech will provide a Functional Specification Document (FSD) that will identify all of the data to be converted, mappings to Inform RMS, conversion rules, and code table transformations. The FSD must be approved by the Client prior to TriTech developing the scripts for the Data Conversion. The scope of the data conversion will be limited to a one-way import of Inform RMS data for the following application modules: Meridian Beast Data Conversion • Evidence Data • Physical Property Data ITS • Citations • Attachments 7.4.1.1 Phase 1 — Mapping Plan Phase I of the Data Conversion project begins with the Client extracting a complete set of data and providing the data to TriTech in a Microsoft SQL format. The Client will provide at least one intermediate extract of RMS data for TriTech testing purposes, plus one final extract. All images and objects desired to be converted shall be included in the initial and final extraction. The Client will supply a data dictionary and relationship diagrams defining all of the data items that are to be included the data conversions. This must be in a machine-readable format that can be included as a part of the Operational Scenario Document (OSD) that TriTech will generate. TriTech will perform a data analysis to determine the actual usage of individual tables and fields within the client -provided legacy database. The results of this analysis will be formatted into an Excel worksheet that will be used as the framework of the legacy data Mapping Plan. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 30 Systems. 02014 TriTech Software Systems Project Execution Interpretation of the meaning of the individual tables and fields pertaining to the legacy system will be derived from information supplied by the Client. TriTech will create a proposed mapping of this data into the TriTech application. Once the client has reviewed and approved the proposed Mapping Plan, a copy of the final Mapping Plan will be delivered to the Client for sign -off as the first deliverable of the conversion. 7.4.1.2 Phase II — Initial Data Load Phase II of the Data Conversion will be for TriTech to develop mapping scripts and design non- standard reports (Comprehensive Narratives). The second deliverable will be for TriTech to deliver the initial load for client review. Depending on the amount of data involved, TriTech may limit it to a representative subset of the records in the legacy database. 7.4.1.3 Phase III — Final Data Load The third phase will occur prior to Go Live of the Inform RMS application. TriTech will remotely load the converted data on to the Client production server. 7.4.1.4 TriTech Responsibilities 1) TriTech will map the RMS data to the available Inform RMS fields at time of implementation. 2) TriTech will set up an Inform RMS Test Server and workstation at TriTech. 3) TriTech will test and debug the complete RMS Import on the Test Server using the intermediate data set delivered to TriTech by the Client. 4) TriTech will schedule a remote GoToAssist session to allow the Client to review and approve the conversion completed on the Test Server. 5) TriTech will pre-process the data as required for the conversion. TriTech will use GoToAssist to remotely perform the conversion on the Client's production Server. 6) TriTech is responsible for creating the necessary scripts for the data transfer. 7) TriTech is responsible for completing the remote installation. 7.4.1.5 Client Responsibilities 8) The Client will extract a complete set of data for analysis, and provide it to TriTech in a compatible Microsoft SQL Database format. 9) The Client will supply a data dictionary and relationship diagrams defining all of the data items that are to be included the data conversions. 10) The Client must provide a SME and make them available for consulting throughout the project. 11) The Client will manually enter a minimum of 10 representative records into each module to be included as part of the Data Conversion. The data used for entry must be included and identified in the initial data extraction supplied to TriTech. 12) Prior to go -live, The Client will provide TriTech a final backup of legacy data. 13) The Client is responsible for identifying and documenting all data elements to be imported. 14) The Client is responsible for providing access to requested data for importing. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 31 Systems. ©2014 TriTech Software Systems Project Execution 7.4.1.6 Completion Criteria This section will be considered complete when the final conversions has been populated within the production system and validated by the Client as complying with the Data Conversion Planning Document. 7.4.2 Inform IQ The project includes the addition of the following Inform IQ training courses: • Inform Analytics Administration Training 7.4.3 ODBC Connections TriTech will facilitate the Client in the setup and testing of the following ODBC connections. • VictimMitness 7.4.4 System and Subsystem Go Live The "cut over" of each of the Inform RMS and Inform FBR Subsystems and Interfaces into the production environment is a highly orchestrated activity that will require a number of resources from both the Client and TriTech teams. 7.4.4.1 Inform RMS Go Live Once end-user training has been completed and the systems are ready to be placed into production, TriTech will assist the Client in placing the systems into operation. In preparation for Go Live, TriTech will assist the Client in cleaning the training data from the Inform RMS System. TriTech will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. At Go Live, the TriTech and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved through TriTech Customer Services. A more detailed Go Live plan will be provided with adequate lead time. The duration of the Go Live support for Inform RMS and its subsystems for this project will be 2 days (to include pre and post cutover) by 1 person. The breakdown of onsite Go Live Services is as follows: Inform RMS Go Live Coverage: 1 person for 2 days covering a single shift per day during normal business hours 7.4.4.1.1 TriTech Responsibilities a) Prepare and submit a Go Live authorization letter to the Client. b) Identify the participants for the Go Live in accordance with the terms of the Agreement. C) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. d) Be on-site to assist the Client in placing the system into production status. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 32 Systems. 02014 TriTech Software Systems Project Execution e) Assist the Client staff in using the system and assist the computer operations staff in supporting the system. f) Provide Go Live support following the actual System cut over as specified within the Agreement. g) Prepare and submit a TCR upon first Live operation of Inform RMS. 7.4.4.1.2 Client Responsibilities a) Complete the Inform RMS roll out to support the Go Live date. b) Review and approve the Go Live authorization letter no later than 3 weeks prior to each scheduled Go Live. C) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with TriTech and in accordance with the project schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the TriTech staff. f) Provide dedicated workstations for TriTech support staff during Go Live support period. g) Provide Client IT support to cover all Client end user and TriTech staff hours of operation. h) Develop a process for the reporting and resolution of issues. i) Review and approve the applicable TCR. 7.4.4.21nform FBR Go Live Once end-user training has been completed and the Inform FBR application is ready to be placed into production, TriTech will assist the Client in placing the system into operation. In preparation for Go Live, TriTech will assist the Client in cleaning the training data from the Inform FBR System. The duration of the Go Live support for Inform FBR for this project will be 2 days (to include pre and post cutover) by 1 person covering two shifts. The agreed upon schedule may include a night, swing, or day shift. Inform FBR Go Live Coverage: 1 person for 2 days covering a single shift per day which may include a night, swing, or day shift 7.4.4.2.1 TriTech Responsibilities a) Prepare and submit a Go Live authorization letter to the Client. a) Identify the participants for the Go Live in accordance with the terms of the Agreement. b) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. C) Be on-site to assist the Client in placing the system into production status. d) Assist the Client staff in using the system and assist the computer operations staff in supporting the system. e) Provide Go Live support following the actual System cut over as specified within the Agreement. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 33 Systems. 02014 TriTech Software Systems Project Closure f) Prepare and submit a TCR upon first Live operation of Inform FBR. 7.4.4.2.2 Client Responsibilities a) Complete Inform FBR roll out to support the Go Live date. b) Review and approve the Go Live authorization letter no later than 3 weeks prior to Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with TriTech and in accordance with the project schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the TriTech staff. fl Provide dedicated workstations for TriTech support staff during Go Live support period. g) Provide Client IT support to cover all Client end user and TriTech staff hours of operation. h) Develop a process for the reporting and resolution of the issues. I) Review and approve the applicable TCR. 8 PROJECT CLOSURE Project Closure includes the steps to close the Project and transition support of the System and Subsystems to Customer Services Department. Project Closure also includes the execution of any remaining deliverables that the Client has chosen to have delivered post Go Live. During Project Closure the remaining Project related administrative tasks are completed by TriTech and Client. Project documentation is archived and the Project is officially handed over to the TriTech Account Executive and the Customer Services Department. 8.1.1 System Transition Following Go Live, there is a transition period where the Client moves from the implementation team to the support team. This transition will change the Client's primary point of contact from the Project Manager to a designated Account Executive. Software support will be handled through the Customer Services Department. The Client's issues will be entered, tracked and managed via a computerized and web -enabled issues tracking system. This tracking system will become available to the Client at system installation. 8.1.1.1.1 TriTech Responsibilities a) Provide payment reconciliation, final TCRs and final invoices. b) Transition the TriTech point of contact from the Project Manager to the Account Executive and Customer Services Department. c) Provide continued support based on terms of Agreement. 8.1.1.1.2 Client Responsibilities a) Provide approval of Project TCRs within five (5) business days. b) Provide payment reconciliation and payment of final invoices. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 34 Systems. ©2014 TriTech Software Systems APPENDIX A - CONTRACTED MODIFICATIONS TO STANDARD TRITECH SOFTWARE PRODUCTS List of Product Modification OSDs: There are no product modifications proposed for this project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 35 Systems. ©2014 TriTech Software Systems Appendix B - Standard TriTech Interfaces APPENDIX B - STANDARD TRITECH INTERFACES List of Project's Standard Interface: Production Environment: No Standard Production Environment Interfaces are included in the Project. Disaster Recovery Environment: No Standard Disaster Recovery Environment Interfaces are included in the Project. Test/Training Environment: No Standard Test/Training Environment Interfaces are included in the Project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 36 Systems. 02014 TriTech Software Systems Appendix C - Custom TriTech Interfaces APPENDIX C - CUSTOM TRITECH INTERFACES List of Project's Custom Interfaces: Production Environment: • No Production Environment Interfaces are included in the Project. Disaster Recovery Environment: • No Disaster Recovery Environment Interfaces are included in the Project. Test/Train Environment: • No Test/Training Environment Interfaces are included in the Project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 37 Systems. 02014 TriTech Software Systems Appendix D - Subcontractor(s) Statement(s) of Work APPENDIX D - SUBCONTRACTOR(S) STATEMENT(S) OF WORK This project does not include any Subcontractor Statements of Work. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 1 38 Systems. ©2014 TriTech Software Systems Appendix E — Custom Solutions APPENDIX E - CUSTOM SOLUTIONS Inform RMS Beast Evidence Data Conversion 2. Inform RMS ITS Data Conversion The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 39 Systems. 02014 TriTech Software Systems Appendix F - Inform RMS and Inform FBR Software Support APPENDIX F - INFORM RMS AND INFORM FBR SOFTWARE SUPPORT Software support will be in accordance with the agreement between TriTech and Ada County. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 40 Systems. 02014 TriTech Software Systems Applica nt/J unsdictior Point of Contact Project Threat / Hazard / Vulnerability Mission Area Core Capability Regional Impact Core Capability Target Preparedness MOU Information Justification Ada County Grant Project Application � `' .��T��#un `>E1�en�Y I� a>�m�n ar,4tF;arAx�anizatlon City of Meridian Police Department Laveyaye `?; police Chief r 208-888-6678 Italli 'Ijlavey@merldiancity.org Records Management System 7 � nr�� :.142,654.03 Yt 3 0.00 _ -411�4�2,,654.03 ryry 0.0.,3 r N,t)elll�}Q aJt��fif(TyaR'Ajd q�ilYl��$l{I�1_Lt�=ryt�fQlllt�:4\rYIF ' 1 ��0f!'+tsbivaPtbllr86$. - r, -� ,. r .. - •� <� All Hazards - cp ` ala#d= aiau `, ti F'J Protection Prevention .r '-a'1 I `-= acne of f�e}in'ItiohS :, ` Intelligence & Information Sharing a - am: i co :In bion§ Operational Coordination i Local, state, and federal law enforcement agencies identify imminent threats to Ada County through effective and coordinated investigative activities and interdict persons, materials, and conveyances associated with those threats. r hrj,. `: ✓ial4 13t1i1 Q bI tLi ■ o i Y .ti s " t.," �� I�t]t`h>�u•t�#�6tPi" - .,:-�"F i �� - .:.� _ er� s` r'. 131T-OODEXC lic w y , rj ■ 777777777777, 03/01/2015 Y �>��ii`,.;� ff�ra[�n�gYreaaR&1;iillty e.h�rW<<wl)lthlx;=pr�i�:Er�r�[l>ie%Jsi�lnr, rrJ'ied�c�t1§+�� ,,,�_ The Ada County Information Sharing Committee identified concerns specific to the delays and failures related to sharing critical law enforcement information. This concern results in increased safety issues and inefficiencies within federal, state, and local law enforcement agencies. In order to improve the timely communication and information sharing the committee recommended developing and implementing a mechanism to enhance the real-time sharing of critical law enforcement information. One method for accomplishing this goal was to implement a solitary congruent Records Management System (RMS) which is integrated with the Computer Aided Dispatch (CAD) System. The RMS system would serve as the collection point for information across departments and agencies, provide real-time replication of data to a data -warehouse and provide a mechanism to provide all local enforcement officers and law enforcement agencies (to include State, County, Cities, Fusion Centers, and Prosecutor's) real-time access to all police reports, locale event and safety announcements, and officer/public safety bulletins. Additionally, an integrated system and RMS platform would provide a standardized reporting and data collection method which will result in higher -quality data and accuracy. Fend Chief Jeff Lavey Applicant Signature (electronic signature Is acceptable) Date Version 11/2013 SUBSCRIPTION LICENSE AGREEMENT BETWEEN TRITECH SOFTWARE SYSTEMS AND THE CITY OF MERIDIAN, ID This Subscription License Agreement (this "Agreement") is entered into by and between TriTech Software Systems ("TriTech"), 9477 Waples Street, Suite 100, San Diego, CA 92121, a California corporation authorized to conduct business in the State of Idaho, and the City of Meridian, Idaho ("Client") with offices located at 33 E. Broadway Ave., Meridian, ID 83642. TriTech and the Client may also be referred to herein individually as a "Party" or collectively as the "Parties". WHEREAS, this Agreement is for the licensing of a Records Management System (Inform RMS), and Field Based Reporting System (Inform FBR) on an annual subscription basis, including support services; and the purchase of implementation services, equipment and certain third party software (the "Project") as further defined in this Agreement and its Exhibits; and WHEREAS, Ada County and TriTech Software Systems entered into an Agreement for the Purchase, Installation and Configuration of Computer Aided Dispatch and Mobile System dated June 9, 2014 (the "County Agreement"); and WHEREAS, the County Agreement was subsequently amended via Amendment 2 dated November 4, 2014 to add TriTech's Inform RMS, Inform FBR, and Inform Jail applications; and WHEREAS, the Ada County Emergency Communications Center, located at the Ada County Sheriff's Office ("ACSO") coordinates police, fire and emergency medical responses for all city and county public safety agencies in Ada County; and WHEREAS, the Client desires to purchase an annual Subscription to use TriTech's Inform RMS and Inform FBR applications as further defined herein; and WHEREAS, the TriTech Software to be implemented under this Agreement will be installed on ACSO Server(s). NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements stated herein, and for the good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS 1.1 "Contract Price" means the total of the purchase price of the items as specified in Exhibit A, including, as applicable, equipment, annual subscription fees, software licenses, services, fees, expenses and other items acquired under this Agreement, and any applicable sales, use, value added, or other such governmental charges. Subscription License Agreement — Meridian Page I of 20 © 2015 TriTech Software Systems 1.2 "Deliverable" means an item of equipment, software, services and other items acquired under this Agreement as listed in Exhibit A. 1.3 "Delivery" means the delivery and installation of the Software specified in Exhibit A hereto, on the ACSO Servers. 1.4 "Designated Location" means ACSO where the Software is Installed. 1.5 "Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech or other software vendors, including on-line help information and Release Notes issued in connection with Updates. In case of a conflict between written documentation (user manuals or Release Notes in printed or CD-ROM format) and on-line help information, the printed and CD ROM documentation will control. 1.6 "Equipment" means the computer system equipment specified in Exhibit A of this Agreement. TriTech may substitute equipment for that specified in Exhibit A provided that such equipment will meet the requirements of the Specifications and this Agreement. 1.7 "Go Live" means the event that occurs when the Client first uses a Subsystem for Live Operations. A separate Go Live may take place with respect to each Subsystem, each Interface, and each Modification. 1.8 "Help Desk" means the TriTech function consisting of receiving calls from Ada County concerning System problems and assisting Ada County with resort to the manufacturers of Equipment, Software and other items acquired under this Agreement under the applicable warranties and/or maintenance support agreements. 1.9 "Installation" with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic inter -operability of the applicable Subsystem components for that Subsystem at the Designated Location. "Installation", with respect to the Modifications, if applicable, means the process of running each Modification under a procedure to demonstrate basic interoperability with the applicable Subsystem at its Designated Location(s). "Installation", with respect to the Interfaces, means the process of running each Interface under a procedure to demonstrate basic interoperability of the Interface with the applicable Subsystem and the hardware and/or Software with which it is interfaced at its Designated Location(s). 1.10 "Interface" means the TriTech Software identified as an Interface in Exhibit A, "Object Code" means any instruction or set of instructions of a computer program in machine-readable form. 1.12 "Project Schedule" means the schedule developed in conjunction with the Statement of Work that provides the schedule for tasks to be completed by TriTech and the Client, and all Deliverable items to be provided by TriTech hereunder. Subscription License Agreement — Meridian Page 2 of 20 2015 TriTech Software Systems 1.13 "Server" means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. The TriTech Software licensed under this Agreement will be Installed on Servers located at ACSO. 1.14 "Software Error" means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. 1.15 "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech in accordance with Amendment 2 to the County Contract between TriTcch and Ada County. 1.15 "Source Code" means the original mnemonic or high-level statement version of the TriTech Software, or applicable third party software. 1.17 "Specifications" means the applicable Interface specifications, including but not limited to Functional Description Documents; Operational Scenario Document(s) for each Modification, if applicable; and the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 1.18 "Statement of Work" means the document that defines the implementation process for the Project, including specific tasks that are the responsibility of TriTech and the Client. 1.19 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech, if applicable. 1.20 "Subscription 'Term" means the initial four (4) year period commencing upon the start of Pre -Go Live End User Training for the Project, subject to payment on an annual basis subject to compliance with Idaho Constitution Art. VIII, § 3, and the Non -Appropriation Clause in this Agreement, and any subsequent four (4) year renewals thereafter. 1.21 "Subsystem" means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. (For the avoidance of doubt, Inform RMS, and Inform FBR are Subsystems under this Agreement.) 1.22 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. 1.23 "System" means collectively all Subsystems that make up the integrated computer system to be provided under this Agreement and more fully described in the Statement of Work. 1.24 "System Software" means the software identified in Exhibit A which includes, without limitation, operating system software, DBMS Software, and communications software. Subscription License Agreement — Meridian Page 3 of 20 © 2015 TriTech Software Systems 1.25 "Task Completion Report" or "TCR" means the document presented by TriTech's Project Manager to the Client for signature upon completion of a Deliverable. 1.26 "Telephone Support" means the service provided by TriTech for access to the TriTech Customer Service Department by telephone, on a twenty-four (24) hour a day, seven (7) day per week basis, or as applicable on a Normal Customer Service Business Hour basis (7:30 a.m. through 7:30 p.m., Monday through Friday, excluding TriTech holidays). 1.27 "TriTech Business Hours" means TriTech's corporate business hours of 8:30 a.m. to 5:30 p.m. (Pacific Time), Monday through Friday, excluding TriTech holidays. 1.28 "TriTech Software" means the Object Code version of the software specified in Exhibit A of this Agreement, and any Modifications, if applicable, provided hereunder. 1.29 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. 1.30 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 1.31 "User" means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software. 1.32 "Warranty Period" means the period starting at first Go Live for the TriTech Software and ending twelve (12) months thereafter. 1.33 "Vendor" means any supplier of hardware, software or services under this Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. 2. EXHIBITS 2.1 The following documents are attached as Exhibits to this Agreement: Exhibit A Pricing and Payment Milestones Exhibit B Statement of Work and Initial Project Schedule Exhibit C Certificate of Insurance Subscription License Agreement — Meridian Page 4 of 20 © 2015 TriTech Software Systems 3. SERVICES 3.1 TriTech shall provide the services listed in Exhibit A hereto, and in accordance with Exhibit B Statement of Work and Project Schedule. 4. SUBSCRIPTION FEES, SERVICES, PRICES AND PAYNIENT 4.1 Client shall pay TriTech the Subscription Fees, fees for implementation services and professional services and any other Deliverables provided hereunder (collectively the "Fees") in the amounts and at the times specified in Exhibit A. 4.2 During the Subscription Term, the Subscription Fees set forth in Exhibit A shall be billed annually and payment is due within forty-five (45) days of date of invoice. The payment obligations for Subscription Fees are non -cancelable and fees paid are non-refundable. Fees for Services and Deliverables shall be billed in accordance with the Payment Milestones set forth in Exhibit A and due on net forty-five (45) day terms. In the event that Client has not paid any Fees when due, TriTech, in accordance with Section 7, may, at its discretion suspend Client's use of the TriTech Software until payment has been received; or terminate this Agreement. 4.3 Unless otherwise terminated as provided herein, at least sixty (60) days prior to the end of the Subscription Term, TriTech shall notify Client of the Subscription Fees covering the Subsequent renewal term. Subscription Fees for subsequent renewals are subject to increase on an annual basis at a rate not to exceed 2%. 4.4 The Client shall make payment to TriTech of all sums properly invoiced within forty-five (45) days of the Client's receipt of such invoice. The remittance address for payments is: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320-3223 4.5 Payments may be made by check; wire transfer; or Automated Clearing House ("ACH"). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 4.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Agreement, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 5. GRANT OF LICENSE 5.1 Provided that Client has paid the applicable Subscription Fees and remains compliant with the terms and conditions set forth herein during the Subscription Term, TriTech Subscription License Agreement — Meridian Page 5 of 20 © 2015 TriTech Software Systems grants to Client a limited non-exclusive, non -transferable right to use the TriTech Software for the applications described in the Statement of Work, at Client's location, and in the quantities set forth in Exhibit A for Client's own internal operational use, unless otherwise terminated in accordance with Section 7. 5.2 TriTech may, at any time and upon reasonable notice to Client, audit Client's use of the Software to ensure compliance with the terms of this Agreement. 5.3 Software (including without limitation Subsystem Software) may not be used to operate a service bureau or time-sharing service, outsourcing service, application service provider service or other services or businesses providing services to third parties. 5.4 Client is granted a non-exclusive, non -transferable license to use the TriTech Documentation for Client's own internal operational use only. 5.5 Title to all Software provided to Client under this Agreement remains with the Vendor of such Software. The applicable software Vendor retains all rights to its specific Subsystem Software and the associated Documentation not expressly granted in this Agreement. Nothing herein shall be construed as conveying any right or title to Client of any TriTech Software, or third party Software. 5.6 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or any Subsystem Software or Documentation, or permit others to do said acts, except as expressly provided in this Agreement or the applicable software license agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the applicable license, at the option of the applicable Vendor. In such event, Client shall not be entitled to a refund of the license fees paid hereunder. 5.7 The Software provided under this Agreement or in connection with it is for Object Code only and does not include a license or any rights to Source Code. Without limiting the generality of the foregoing, Client is specifically prohibited from accessing, copying, using, modifying, distributing or otherwise exercising any rights to such Source Code, even if such Source Code is loaded on the Equipment. The loading and/or using of Source Code to any Subsystem Software by TriTech or its employees, agents or Subcontractors on the Equipment or any other computer system equipment at the Designated Location or any other location associated with Client shall not constitute a waiver of this provision, or any express or implied license or other permission to copy, use or exercise other rights to the Source Code. 5.8 Client may not export any Software or Documentation outside the United States without further prior written agreement of TriTech or the applicable Subcontractor. In the event of such agreed export, Client agrees to comply with the requirements of the United States Export Administration Act of 1979 and any amendments thereto, and with all relevant regulations of the Office of Export Administration, U.S. Department of Commerce. 5.9 Third party software, including System Software, will be licensed in accordance with the applicable Vendor's license terms. Subscription License Agreement — Meridian Page 6 of 20 Q 2015 TriTech Software Systems 6. WARRANTY 6.1 TriTech warrants that, during the Warranty Period, the TriTech Software will perform in conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, notification to TriTech shall be coordinated through Ada County. 6. 1.1 TriTech further warrants and represents that the TriTech Software does not contain any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," or other program routine or hardware device inserted and intended by TriTech to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the TriTech Software. 6.1.2 If the TriTech Software is unable to function as warranted due to any one or more of the following factors, additional charges may be imposed by TriTech for actions necessary to correct or work -around such factors: L Changes or modifications of the TriTech Software, System Software or Equipment by Client or a third party. ii. Misuse or neglect, including without limitation failure to use the TriTech Software as described in the TriTech Documentation, or other written instructions provided by TriTech. iii. Software not provided by TriTech, or not specified as compatible in the Documentation; or Ada County not following the procedures for loading third party software on a Workstation or Server as set forth in the County Agreement and its Exhibits. iv. Equipment which does not meet the configuration requirements specified in the TriTech Documentation, by failure of Ada County to provide and maintain the site and facility requirements described in the County Agreement, or the use of equipment which does not meet TriTech's minimum recommended specifications set forth in the County Agreement and its exhibits. V. Computer viruses that have not been introduced into the Client's system by TriTech. The Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System including, but not limited to, Workstations. Ada County shall be responsible for such actions related to Servers. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Software, and will, at its expense, reload said software (but not the Client's data) on the applicable Equipment. The Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System to mitigate the consequences of any virus. Subscription License Agreement — Meridian Page 7 of 20 0 2015 TriTech Software Systems vi. Equipment or software provided by third parties with which the TriTech Software interfaces or operates (including but not limited to System Software), including but not limited to problems caused by changes in such equipment or software. If such changes occur which require modifications or other actions with respect to the TriTech Software, such modifications or actions shall be subject to the mutual written agreement of the Parties, including but not limited to, additional charges by TriTech at its then current rates for engineering and technical support. Vii. After the Warranty Period, TriTech's obligations with respect to operation of the items purchased and/or licensed hereunder shall be as specified in the Software Support Agreement between TriTech and Ada County. viii. If mapping information is supplied with the TriTech Software, TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to TriTech. 6.1.3 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. The Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at the Client's sole risk. 6.1.4 Equipment, System Software and Subcontractor Hardware and Software, and any other items provided under this Agreement and not manufactured by TriTech (collectively "Third Party Items"). Third Party Items are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to the Client any warranties on Third Party Items granted to it. If, during the warranty period for Third Party Items the Client determines that they do not perform as warranted, TriTech shall perform Help Desk functions by receiving calls from Ada County and providing reasonable assistance to in determining the causes of the reported problem and in assisting the Client in making claims under applicable third party warranties. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by the TriTech Software or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with Ada County and Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows OIS software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the foregoing, TriTech warrants that, during the Warranty Period for the TriTech Software, the TriTech Software shall be compatible with the Third Party Items (i.e., shall communicate, share data and otherwise work together without additional software or hardware not provided under this Agreement) provided that all Subsystem components are used and maintained by the Client in conjunction with Ada County as specified or instructed in writing by TriTech, or the respective Vendors thereof, provided further Subscription License Agreement — Meridian Page 8 of 20 © 2015 TriTech Software Systems that such items have not been substantially changed since the date of Go Live such that the TriTech Software is no longer compatible without modification. 6.2 TriTech represents and warrants that to TriTech's current and actual knowledge, the TriTech Software does not violate any U.S. copyrights, patents, trademarks or other intellectual property rights of any third party. TriTech will at its expense defend against any claim, action or proceeding by a third party ("Action" herein) for infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement). Client may participate in the defense of such Action at its own expense. 6.3.1 Notwithstanding the above, TriTech shall have no duty with respect to, and Client shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by System Software, third party software, or Equipment, (ii) arising out of modifications to the TriTech Software and/or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This section 6.3 states the entire obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 6.4 TRITECH MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. twIJ61 Qh1V_0_11 7.1 The term of this Agreement shall commence upon the last date of signature herein, and continue until the Subscription Term has expired or been terminated. Payment of the Subscription fees will be made on an annual basis, subject to compliance with Idaho Constitution Art. VIII § 3, and the Non -Appropriation Clause in this Agreement. 7.2 Unless otherwise terrninated as provided herein, prior to the end of any Subscription Term, Parties may renew the Subscription hereunder at the mutual written agreement of the Parties. 7.3 TriTech may terminate this Agreement and the Subscription and TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material term or condition of this Agreement including payment of the annual Subscription Fees when due, unless Client cures such failure(s) within thirty (30) days of such notice or in the case of failures Subscription License Agreement — Meridian Page 9 of 20 0 2015 TriTech Software Systems not reasonably susceptible to cure within thirty (30) days, or Client commences action to cure such failure within such period and continues such action with due diligence until the failure is cured; or (ii) Client's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder. 7.4 Client may terminate this Agreement if (i) in accordance with Section14.1 Non - Appropriation in the event that funding has not been appropriated; (ii) TriTech (or a Subcontractor) fails to comply with any material term or condition of this Agreement unless (a) TriTech (or the applicable Subcontractor) cures such failure within thirty (30) days after written notice thereof from Client or (b) in the case of failures not reasonably susceptible to cure within thirty (30) days, TriTech commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, (iii)TriTech's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination and no successor or assignee is appointed who is ready, willing and able to assume and perform TriTech's executory obligations under this Agreement. 7.5 Upon termination, Client shall immediately discontinue use of the TriTech Software and remove all TriTech Software from Client's computer system. Client shall either return all TriTech Software and Document and copies thereof to TriTech, or destroy all copies thereof and verify such destruction in writing to TriTech. 8. SOFTWARE SUPPORT 8.1 Annual software support will begin concurrent with the initial Annual Subscription term set forth in Section 7 above. The TriTech Software will be installed on the ACSO Server(s). Support for the TriTech Software will be provided in accordance with the Software Support Agreement between TriTech and Ada County. Ada County will be the primary point of contact for reporting Software Errors to TriTech. 9. CONFIDENTIALITY AND PROPRIETARY RIGHTS 9.1 In connection with providing services to Client, TriTech acknowledges and agrees that it will have access to certain Client confidential and proprietary information. TriTech agrees to keep in confidence the Client's confidential business, legal, financial, and proprietary information (the "Client Confidential Information") which TriTech assimilates or to which TriTech has access during the term of the Agreement. TriTech shall not, without the prior written consent of Client, disclose any confidential or proprietary information to any third person, partnership, joint venture, company, corporation or other organization, other than employees or agents of TriTech who need to know the Client Confidential Information in the performance of this Agreement. Contractor shall promptly return to Client upon termination of this Agreement and without relieving TriTech of any obligation of confidentiality all written material containing or reflecting any Client Confidential Information (including all copies, extracts or other reproductions). Subscription License Agreement — Meridian Page 10 of 20 0 2015 TriTech Software Systems 9.2 The Client acknowledges and agrees that the TriTech Software and its associated Documentation, including but not limited to User's Guides, Administrator Guides, Release Notes, the Statement of Work, and training materials constitute the proprietary and trade secret information of TriTech ("TriTech Confidential Information"), and shall not without the prior written consent of TriTech, disclose any TriTech Confidential Information to any third person, partnership, joint venture, company, corporation or other organization, other than employees or agents of the Client who need to know such information and in those instances only to the extent justifiable by that need. Upon termination of this Agreement the Client shall remove all TriTech Software or other TriTech Confidential Information from its computer system, and as directed by Contractor either return the TriTech Software and its associated Documentation and other TriTech Confidential Information to TriTech, or destroy all such TriTech Confidential Information and certify in writing to Contractor that such destruction has been performed. This section shall also apply to any applicable Subcontractor proprietary information provided by TriTech under this Agreement. Notwithstanding the above, the parties herein understand and acknowledge that this agreement and its attachments are subject to the Idaho Public Records Act (LC. §§ 9-337, et seq.), the Idaho Open Meetings Act (I.C. §§ 67-2340, et. seq.), and other applicable federal and state laws, and may be a public record. 9.3 The Client may make copies of the TriTech Documentation, including training materials, for its own internal use only, provided that all confidential, copyright or trademark notices on the original are included on all such copies. No modifications to the TriTech Documentation are permitted hereunder, with the single exception of training materials that may be modified by the Client's training staff for the Client's own internal use. 9.4 With respect to any proprietary information of the disclosing Party, the receiving Party shall use the same care and discretion to limit disclosure of such proprietary information as it uses to protect the proprietary, confidential, or trade secret status of its own information, but in no event less than reasonable means, including, but not limited to: a. restrict disclosure of proprietary information solely to its employees, agents, advisors, consultants, contractors and/or subcontractors with a need to know and not disclose such proprietary information to any other parties; and b. advise all of the receiving Party's employees, agents, advisors, consultants, contractors and/or subcontractors with access to the proprietary information of the obligation to protect proprietary information provided hereunder; C. use the proprietary information provided hereunder for the receiving Party's own internal use in performance of its duties under this Agreement and only for purposes directly set forth in this Agreement and its Exhibits and for no other purpose. 9.5 This provision shall not apply to information (i) already in the public domain; (ii) disclosure to the receiving Party by a third party on a non -confidential basis; (iii) is developed Subscription License Agreement — Meridian Page 11 of 20 © 2015 TriTech Software Systems independently by the receiving Party without beach of this Agreement; (iv) required to be disclosed by law, provided the receiving Party gives the disclosing Party prior notice of such disclosure. This section shall survive the termination of the Agreement. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10.1 The Client shall indemnify and hold TriTech harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Client or, its employees, agents, or contractors as a result of the use or misuse of the TriTech Software to the extent consistent with Idaho Constitution Art. VIII, § 4.. Such indemnification and defense shall be limited to only those claims, and only to the extent that, Client itself could be liable under state and federal statutes, regulations, common law, and other law, including the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. Client's indemnification and defense of TriTech herein is further limited by all defenses, burdens of proof, immunities, and limitations on damages to which Client would be entitled if the claims were asserted against Client , including, but not limited to, the limits specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. In the event that such claims result solely due to the negligent or wrongful act, error or omission of TriTech, its employees, agents, or contractors, Client shall have no obligation under this provision. 10.2 TriTech shall indemnify, defend, save, and hold the Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or any subcontractor as a result of TriTech's or any subcontractor's performance pursuant to this Agreement. Notwithstanding the foregoing, in the event that such claims are caused by or contributed to by the negligent or wrongful act, error or omission of the Client, its employees, agents, or contractors, TriTech's obligations under this provision shall be reduced by the extent of such negligent or wrongful act, error or omission of the Client, its employees, agents, or contractors. In the event that such claims result solely due to the negligent or wrongful act, error or omission of the Client, its employees, agents, or contractors, TriTech shall have no obligation under this provision. 10.3 TriTech shall be liable for damages which result from its own negligent or intentional acts or omissions, or the negligent or intentional acts or omissions of one of its subcontractors or suppliers, for injuries to person or property, or for injuries to person or property proximately resulting from any breach of warranty. Subscription License Agreement— Meridian Page 12 of 20 © 2015 TriTech Software Systems 10.4 Notwithstanding the foregoing, the total liability of TriTech for any claim or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages which shall not exceed (i) the Subscription Fees paid for the twelve (12) month term in which the claim arises or (ii) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier, the coverage limits of such insurance. A copy of TriTech's Certificate of Insurance is attached as Exhibit C. During the term of this Agreement, TriTech shall maintain and shall require its subcontractors, if applicable, to maintain, cyber liability insurance, commercial general liability insurance with coverage limits of no less than $500,000.00, automobile insurance as required by law, and workers' compensation insurance as required by law. 10.1 Except for actions for copyright, trade secret, or trademark infringement, no arbitration, action or proceeding arising out of any claimed breach of this Agreement or transaction may be brought by either party more than five (5) years after the cause of action has accrued. 1.0.2 IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 11. NOTICE 11.1 Any notice under this Agreement shall be in writing and be delivered in person, by public or private courier services (including U.S. Postal Service Express Mail), or by certified mail with return receipted requested. Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept delivery; or (b) the date of mailing by certified mail. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: Client: City of Meridian Attn: City Clerk 33 E Broadway Meridian, Idaho 83642 With a copy to the Meridian Chief of Police Subscription License Agreement— Meridian © 2015 TriTech Software Systems TriTech: TriTech Software Systems Attn: Contracts 9477 Waples Street, Suite 100 San Diego, CA 92121 Page 13 of 20 12. FORCE MAJEURE 12.1 Each Party shall perform its obligations in accordance with the provisions of this Agreement, the Statement of Work and the Project Schedule. Neither Party shall be responsible for failure to perform its obligations, and time extensions will be granted as a result of excusable delays that arise from unforeseeable causes beyond a Party's reasonable control and without the fault or negligence of the Party delayed, including but not restricted to acts of God, acts of the public enemy, acts of the State in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the State, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of either Party or the subcontractors or suppliers. In such event of such an excused delay, the Project Schedule shall be extended on a day for day basis. 13. GOVERNING LAW 13.1 This Agreement and its performance shall be construed in accordance with and governed by the laws of the State of Idaho, with venue for any action brought pursuant to this Agreement to be in the Fourth Judicial District, State of Idaho 14. GENERAL TERMS, MUTUAL OBLIGATIONS 14.1 Non -Appropriation. TriTech acknowledges that Client is a governmental entity, and the contract validity is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Client's obligations under this contract, then this Agreement shall terminate thirty (30) days after written notice to TriTech of the unavailability and non -appropriation of public funds. It is expressly agreed that Client shall not activate this non -appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its governmental operations. In the event of a change in the Client's statutory authority, mandate and mandated functions, by state and federal judicial, legislative, or regulatory action, which adversely affects Client's authority to continue its obligations under this contract, then this contract shall automatically terminate without penalty to Client upon written notice to TriTech of such limitation or change in Client's legal authority. In the event of termination for non - appropriation of funds, TriTech shall be paid its fees and expenses earned up to the date of such termination. 14.2 Independent Contractor. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the Parties. The relationship between Client and TriTech is and shall remain that of independent Parties to a contractual relationship as set forth in this Agreement. No Party is authorized or permitted to act as an agent or employee of the other Party. Subscription License Agreement — Meridian Page 14 of 20 0 2015 TriTech Software Systems 14.3 This Agreement and its Exhibits constitute the entire agreement between the Parties, and supersede all other agreements and understandings, written and oral, between the Parties with respect to the subject matter hereof. 14.4 Severability. In the event any provision or section of this Agreement conflicts with applicable law, or is otherwise held to be unenforceable, the remaining provisions shall nevertheless be enforceable and shall be carried into effect. 14.5 Successors and Assigns. This Agreement may not be assigned in whole or part by either of the parties hereto without the prior express written either of the parties hereto without the prior express written consent of the other party, which consent shall not be unreasonably withheld. 14.6 Modifications. This Agreement may be modified or amended only by a writing duly executed by both parties. 14.7 PerformancelWaiver. The failure or delay of either Party to require strict performance of any term or condition of this Agreement or to exercise any option herein conferred in any one or all instances shall not be construed to be a waiver or relinquishment of any such term or condition, but the same shall be and remain in full force and effect, unless such waiver is evidenced by the prior written consent of the Party claimed to have waived or consented. 14.8 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party. 14.9 This Agreement shall not become a binding contract until signed by an authorized officer of each party, and is effective as of the date so signed. 14.10 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. A facsimile of this Agreement, its Exhibits and amendments, and notices and documents prepared under this Agreement,. generated by a facsimile machine (as well as a photocopy, or scanned email thereof) shall be treated as an original. 14.11 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 14.12 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. Subscription License Agreement — Meridian Page 15 of 20 0 2015 TriTech Software Systems 14.13 EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES. CITY OF MERIDIAN Accept/ed By (Signature) Tammy d eerd Mayor tl'"'1 Pr�� Date Subscription License Agreement — Meridian © 2015 TriTech Software Systems TRITECH SOFTWARE SYSTEMS Accepted By (Signature) Printed Name C' L, t l inR�Gt21 L�t�lGef Title Date Page 16 of 20 EXHIBIT A PRICING AND PAYMENT MILESTONES TriTech Software, including Annual Support — Annual Subscription (Initial Annual Term) Inform FBR User 20 Inform RMS Barcode Handheld Reader Software 2 Inform RMS User 18 NCIC/State Software Position Inform RMS 18 Inform Analytics Designer 1 Annual Subscription Total — Includes annual support: $33,855 Professional Services, Open Market Items Upfront Costs SIN 0 Producl Code, 132-50 !raining iN-SV-180020- inform RMS v4.6+ Barcode $2,160.00 1 $2,160.00 001 & Evidence Training (2 days) 132-51 IT IN -SV -100034- Pawn Leads -Online $157.50 16 $2,520.00 Professional 001 Installation, Configuration, Services Testing 132-51 IT IN -SV -100034- Inform Analytics $157.50 6 $945.00 Professional 001 Administration Training Services Remote 132-51 IT IN -SV -180008- Inform RMS v4.6+ Business $157.50 49 $7,717.50 Professional 001 Analysis and Consultation Services Services 132-51 IT IN -SV -100040- Onsite Go Live Support $5,670.00 1 $5,670.00 Professional 001 Services for RMS v4.6+ (1 Services person, 4 days, single shift 132-51 IT IN -SV -130018- Onsite Go Live Support $3,780.00 1 $3,780.00 Professional 001 Services for Inform FBR Services v4.6+ (1 person, 2 days, single shift) 132-51 IT IN -IS -000001-031 Inform RMS v4.6+ $157.50 294 $46,305.00 Professional Integrated Total Solutions Services Services (ITS Meridian Conversion 132-51 IT IN -IS -000001-031 Inform RMS v4.6+ $157.50 200 $31,500.00 Professional Integrated Total Solutions Services Services (Beast Data Conversion) 132-51 IT IN -SV -190002- Inform Project Management $157.50 181 $28,507,50 Professional 001 Services Services Open Market IN -SV -190035- Open Market - Travel $30,000.00 1 $30,000.00 Product 001 Expenses Subscription License Agreement — Meridian Page 17 of 20 2015 TriTech Software Systems Open Market IN -HW -190092- Barcode Industrial Portable Product* 001 Data Terminal w/shipping $1,093.50 j 2 j $2,187.00 Open Market IN -HW -190092- TopazT-L.BK755-BHSB-R $530.00 � 2 I $1,060.00 Product* 1 001 Payment Milestones: 20% Services, Softwan�, and Hardware Delivery of Initial Project Plan $31,821.00 15% Installation of Inform RMS $23,865.75 20% Inform RMS DOLF $31,821.00 20% Completion of Inform RMS Pre -Go Live End $31,821.00 User Training 15% Completion of Inform RMS FAT $23,865.75 10% Inform RMS Go -Live $15,910.50 Subtotal: $159,105.00 Hardware due on delivery (items denoted with 100% an asterisk in the Up Front Costs Table $3,247.00 comprise this fee — there may be multiple deliveries) Total Upfront Costs: $162,352.00 "Annual Subscription — Initial year of 4 year 100% contract to begin upon the start of Pre -Go Live $33,855.00 End User Training ** The payment of the Annual Subscription above shall be due and payable pursuant to the terms set forth in Section 4 of this agreement, and as follows: Amount: $33,855 Subscription Term: Four (4) years Billing frequency: Annually Billing No. 1 - $33,855 invoiced upon the start of Pre -Go Live End User Training Billing No. 2 - $33,855 invoiced twelve months after Billing no. 1 Billing No. 3 - $33,855 invoiced twelve months after Billing No. 2 Billing No. 4 - $33,855 invoiced twelve months after Billing no. 3 Subsequent renewals are subject to increase as set forth in Section 4.3 of this Agreement. Subscription License Agreement — Meridian Page 18 of 20 © 2015 TriTech Software Systems EXHIBIT B STATEMENT OF WORK AND PROJECT SCHEDULE (Attached) Subscription License Agreement — Meridian Page 19 of 20 0 2015 TriTech Software Systems Exhibit C TriTech Certificate of Insurance (Attached) Subscription License Agreement — Meridian Page 20 of 20 © 2015 TriTech Software Systems STATEMENT OF WORK FOR RMS AND FBR Ada County - Meridian Felice Department Meridian, Idaho Version 5.00 TITER l SU`-'.�"'R'(. sysil"I's TriTech Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Fax: 858.799.1010 Customer Services: 1.800.987.0911 © 2003-2014 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. Inform RMS and Inform FBR are trademarks of TriTech Software Systems. ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. Document Contr l Date Version Details/Changes Author 12/15/14 1.00 Initial Draft M. Hamilton 12/18/14 2.00 TriTech Edits M. Hamilton 01/30/15 3.00 Removed versions of FDD's and added ODBC connection information M. Hamilton 02/2715 4.00 Removed CopLogic from ODBC Connections section 7.4.4. M. Hamilton 04/08/15 5.00 Removed Citizens Online Interface and added ITS I M. Hamilton (Vote, Prior to finalizing the document, select all of the document text (ctl-A) and activate F9 to update reference fields and the table of contents. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems, 02014 TriTech Software Systems Table of Contents DocumentControl.................................................................................................................... ii Tableof Contents.....................................................................................................................iii 1 Overview............................................................................................................................. 1 1.1 Statement of Work for Inform RMS AND Inform FBR Systems..................................................................1 1.2 Project Implementation Definitions...............................................................................................................1 1.3 System Acceptance Process............................................................................................................ ...............2 1.4 Functional Acceptance Testing......................................................................................................................2 1.5 General Client Responsibilities......................................................................................................................2 1.6 Project Exclusions........................................................................................ .............................4 2 Project Deliverables........................................................................................................... 5 2.1 Overview of Project Deliverables..................................................................................................................5 2. 1.1 Standard TriTech Software Deliverables.......................................................................................................5 2.1.2 Contracted Modifications to Standard TriTech Software Products...............................................................6 2.1.3 Contracted Custom Interface Software..........................................................................................................6 3 TriTech Project Roles and Responsibility........................................................................ 6 3.1 Overview.......................................................................................................................................................6 3.2 TriTech Project Manager...............................................................................................................................7 3.3 Systems Engineer...........................................................................................................................................7 3.4 Inform RMS and Inform FBR Business Analyst...........................................................................................7 3.5 Training Specialist.........................................................................................................................................8 3.6 Client Installation Serf ices Team..................................................................................................................8 3.7 Customer Services Group..............................................................................................................................8 3.8 Account Executive.........................................................................................................................................8 4 Recommended Client Roles and Responsibilities........................................................... 9 4.1 Overview.......................................................................................................................................................9 4.2 Project Manager.............................................................................................................................................9 4.3 System Administrator....................................................................................................................................9 4.4 Client Inform RMS Administrator ........................................... .................................................................... 10 4.5 Client Inform FBR Administrator ..................................... ....................... .................................................... 10 4.6 Client Inform RMS and Inform FBR Users/Supervisors .............................................................................10 4.7 Client Subject Matter Experts......................................................................................................................1 l 4.8 Client Application Trainers.........................................................................................................................11 5 Project Controlling processes.........................................................................................12 5.1 Overview.......................................................................................................... ......12 5.1.1 TriTech Responsibilities..............................................................................................................................13 5.1.2 Client Responsibilities.................................................................................................................................13 5.2 Change Management Process......................................................................................................................13 5.2.1 TriTech Responsibilities..............................................................................................................................14 5.2.2 Client Responsibilities.................................................................................................................................14 5.3 Project Reporting.........................................................................................................................................15 5.4 Document Review.......................................................................................................................................15 5.4.1 TriTech Responsibilities..............................................................................................................................15 5.4.2 Client Responsibilities.................................................................................................................................16 5.5 Third Party Management.............................................................................................................................16 6 Project Initiation and Planning.........................................................................................16 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02014 TriTech Software Systems 6.1 Overview.....................................................................................................................................................16 6.1.1 TriTech Responsibilities..............................................................................................................................17 6.1.2 CIient Responsibilities.................................................................................................................................17 7 Project Execution..............................................................................................................17 ........................................................... 7.1 Overview....................................................................................... ...17 7.2 Implementation of Inform RMS..................................................................................................................18 7.2.1 Inform RMS System Orientation.................................................................................................................18 7.2.1.1 TriTech Responsibilities..............................................................................................................................18 7.2.1.2 Client Responsibilities.................................................................................................................................18 7.2.2 Inform RNIS DOLF.....................................................................................................................................19 7.2.2.1 TriTech Responsibilities..............................................................................................................................19 7.2.2.2 Client Responsibilities.................................................................................................................................19 7.2.3 Build Inform RMS Code Files.....................................................................................................................20 7.2.3.1 TriTech Responsibilities..............................................................................................................................20 7.2.3.2 CIient Responsibilities.................................................................................................................................20 7.2.4 Inform RMS Workshop..............................................................................................................................20 7.2.4.1 TriTech Responsibilities..............................................................................................................................20 7.2.4.2 Client Responsibilities.................................................................................................................................20 7.2.5 Inform RMS Functional Acceptance Testing (FAT)...................................................................................20 7.2.5.1 TriTech Responsibilities..............................................................................................................................21 7.2.5.2 Client Responsibilities.................................................................................................................................21 7.2.6 Inform RMS Training..................................................................................................................................21 7.2.6.1 TriTech Responsibilities (for all Inform RMS Classes)..............................................................................21 7.2.6.2 Client Responsibilities (for all Inform RMS Classes)..................................................................................22 7.2.7 Inform RMS Core End User Training (3 days, onsite, up to ten (10) students)...........................................22 7.2.8 Inform RMS Report Writing Class (3 days, onsite, up to ten (10) students)...............................................22 7.2.9 Inform RMS Module Training.....................................................................................................................22 7.2.10 Inform RMS Barcode and Evidence Training Class (2 days, onsite, Up to ten (10) students)....................23 7.2.11 Inform RMS Case Management End User Training (1 day, onsite, up to ten (10) students) ......................23 7.2.12 Inform RMS Admin and Personnel End User Training (2 days, onsite, up to ten (10) students)................23 7.2.13 Inform RMS Intelligence Training (112 day, remote, up to ten (10) students)............................................23 7.2.14 Inform RMS Train -The -Trainer Training (3 days, onsite, up to ten (10) students).....................................24 7.2.15 Standard RMS GIS Training and RMS Address Validation and PinMapping Training (112 day, remote, up to four (4) students)................................................................................... ...24 ............................................................... 7.2.16 Inform RMS Integration Testing.................................................................................................................24 7.2.16.1 TriTech Responsibilities............................................................................................. ..........24 ............... 7.2.16.2 Client Responsibilities......................................................................................................... ................25 7.3 Implementation of Inform FBR...................................................................................................................25 7.3.1 Inform FBR System Orientation..................................................................................................................25 7.3.1.1 TriTech Responsibilities............................................................................................................... ...............25 7.3.1.2 Client Responsibilities.................................................................................................................................25 7.3.2 Inform FBR Administration Training (1 day, onsite, up to ten (10) students).............................................26 7.3.2.1 TriTech Responsibilities..............................................................................................................................26 7.3.2.2 Client Responsibilities.................................................................................................................................27 7.3.3 Inform FBR System Configuration..............................................................................................................27 7.3.3.1 TriTech Responsibilities..............................................................................................................................27 7.3.3.2 Client Responsibilities.................................................................................................................................27 7.3.4 Inform FBR Workshop.............................................................................................................. ..............27 7.3.4.1 TriTech Responsibilities..............................................................................................................................27 7.3.4.2 Client Responsibilities.......................................................................................................... ................28 7.3.5 Inform FBA Functional Acceptance Testing (FAT)....................................................................................28 7.3.5.1 TriTech Responsibilities..............................................................................................................................28 7.3.5.2 Client Responsibilities.................................................................................................................................28 7.3.6 Inform FBR Training...................................................................................................................................28 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software iv Systems. 02014 TriTech Software Systems 7.3.6.1 Inform FBR Core End User/Train-The-Trainer Training (2 days, onsite, up to ten (10) students) .............29 7.3.6.1.1 TriTech Responsibilities......................................................................................................................29 7.3.6.1.2 Client Responsibilities.........................................................................................................................29 7.4 One (1) Time Legacy Data Conversions......................................................................................................30 7.4.1 Inform RMS Legacy Data Conversion (Meridian Police Department— Beast and ITS) .............................30 7.4.1.1 Phase 1 —Mapping Plan...............................................................................................................................30 7.4.1.2 Phase II — Initial Data Load.........................................................................................................................31 7.4.1.3 Phase III — Final Data Load.........................................................................................................................31 7.4.1.4 TriTech Responsibilities..............................................................................................................................31 7.4.1.5 Client Responsibilities................................................................................................... ...........31 ................... 7.4.1.6 Completion Criteria.....................................................................................................................................32 7.4.2 Inform IQ.................................................................................. .......32 ............................................................ 7.4.3 ODBC Connections.....................................................................................................................................32 7.4.4 System and Subsystem Go Live..................................................................................................................32 7.4.4.1 Inform RMS Go Live...................................................................................................................................32 7.4.4.1.1 TriTech Responsibilities......................................................................................................................32 7.4.4.1.2 Client Responsibilities.........................................................................................................................33 7.4.4.2 Inform FBR Go Live...................................................................................................................................33 7.4.4.2.1 TriTech Responsibilities......................................................................................................................33 7.4.4.2.2 Client Responsibilities.........................................................................................................................34 8 Project Vosure..................................................................................................................34 8.1.1 System Transition........................................................................................................................................34 8.1.1.1.1 TriTech Responsibilities......................................................................................................................34 8.1.1.1.2 Client Responsibilities.........................................................................................................................34 Appendix A - Contracted Modifications to Standard TriTech Software Products..............35 Appendix B - Standard TriTech Interfaces............................................................................36 Appendix C - Custom TriTech Interfaces..............................................................................37 Appendix D - Subcontractor(s) Statement(s) of Work..........................................................38 Appendix E — Custom Solutions............................................................................................39 Appendix F — Inform RMS and Inform FBR Software Support.............................................40 The contents of this material are confidential and proprietary to TriTech Software Systems and may not li! be reproduced, published or disclosed to others without the prior written consent of TriTech Software 'I Systems. �y ©2014 TriTech Software Systems :a I OVERVIEW 1.1 Statement of Work for Inform RUTS AND Inform FOR Systems In accordance with the terms and conditions of the Subscription License Agreement (the "Agreement"), this Statement of Work (RMS SOW) defines the services and Deliverables related to the Inform RMS and Inform FBR systems that TriTech Software Systems (hereinafter referred to as "TriTech" or "Contractor") will be providing to Meridian Police Department, hereinafter referred to as "Client". As further defined in the Agreement, the TriTech Software licenses for Inform RMS and Inform FBR granted to Client will be installed on the Ada County Emergency Communications Center (ACSO) servers in accordance with the contract between TriTech and Ada County (referred to herein as "Ada County" or the "County'). This project description includes the services and Deliverables specified by the Agreement, including if applicable, TriTech Software and services, Subcontractor activities, third party products and services for the implementation of the System and Subsystems specified in the Agreement (collectively the "Project"). In some cases, the framework of Deliverables documented by this RMS SOW for this Project is further defined through additional documents such as: Operational Scenario Documents (OSD); Functional Description Document (FDD); User and Administrator Documentation and Training Materials. The number and type of software licenses, products, or services provided by TriTech or its Subcontractors are specifically listed in the Agreement and any reference within this document as well as Subcontractors' SOWs does not imply or convey a software, license, or services that are not explicitly listed in the Agreement. 1.2 Proiect Implementation Definitions Capitalized terms within this document have the meanings described in the Definitions section of the Agreement. The following terms are used in this document. Since these terms may be used differently in other settings, these definitions are provided for clarity. • Project Schedule means the schedule providing dates and timeframes for completion of tasks and Deliverables during the course of this Project. The Project Schedule is subject to change at the mutual agreement of TriTech and the Client as further described in this SOW. • Project Management Plan means collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. The OSD provides an operational description of a capability or feature within the applicable TriTech solution in sufficient detail that both the Client and TriTech team mutually agree to the expected deliverable. The OSD provides the "what", "how," and the information flow (including data flow and data elements, when appropriate) of the capability or feature. The OSD does not provide the technical or internal design of how TriTech's Development team will accomplish the requested feature. An OSD will be provided for each contracted product The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. j 02014 TriTech Software Systems "I Overview customization to be developed. Once approved by the Client, the OSD becomes the basis for TriTech's development. Once approved, any further changes requested by the Client to the OSD and/or design are subject to the change management process. • The Functional Description Document (FDD) provides a high level overview of the functionality required for the Inform RMS Interfaces. 1.3 System Accept-ancan ►a cress The System Acceptance Process for the Inform RMS and FBR projects have been defined in the Ada County, Sheriff's Office Statement of Work. 1.4 Functional' Acceptan :e Tesung The Meridian Police Department will participate in the Functional Acceptance Testing that will be conducted for the Inform RMS and Inform FBR products for Ada County's Sheriff's Office. Functional Acceptance Testing (FAT) is conducted on each of the Subsystems prior to conducting the User Training on these applications and staging them for Go Live. The focus of these tests is to verify functionality of each Subsystem and that the system is ready for Go Live. The Functional Acceptance Tests are performed based upon standard TriTech FAT documents that have a standard content and format. These standard FAT documents will be submitted to the Client for review prior to testing. During the scheduled FAT and according to the FAT documents, the TriTech and Client project personnel will work to identify any errors where the Subsystem does not conform materially to the FAT documents. Any such errors will be documented by TriTech on the FAT exceptions list. Errors listed on the FAT exception list will be classified as follows: 1) Pre -Go Live Issues: Issues in the Subsystem that prevent the Client from performing normal daily and monthly operations and therefore must be corrected prior to Go Live. 2) Post Go Live Issues: Issues identified in the FAT testing that do not prevent the Client from performing normal daily and monthly processes, and therefore can be corrected after the Subsystem Go Live. These issues will not be used as part of the criteria for Acceptance and will be corrected within a mutually agreed timeframe. In the event that the Client chooses not to follow the Acceptance Test processes defined in the Statement of Work, the Client's cutover to live production status (i.e., productive use) of any TriTech supplied Subsystem constitutes the Client's acceptance of the Subsystem. The Client will have access to any software upgrades or patches to TriTech's Software Products which are provided for general release during the implementation process prior to Go Live. The Client will have final authority on whether or not these upgrades or patches should be installed prior to Go Live. Any such patches or upgrades implemented post Go Live will be tested in the County's Test/Training environment prior to implementation in the Production environment. 1.5 General Client Responsibli ties In addition to those Client responsibilities stated elsewhere in this SOW, the Client is responsible for: 1) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 2 Systems. 02014 TriTech Software Systems 2) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. 3) Network/communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice/data connections), or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. 4) Configuration and/or programming of network routers, switches and bridges -- this includes providing information to TriTech staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate in accordance with TriTech documentation. 5) The installation, configuration, and maintenance (including patch management and upgrades of Microsoft software required by the System). B) The installation of servers into racks and the connection of such servers to network switches. 7) The assignment of machine names and IP addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by TriTech documentation. 8) The Client is responsible for providing any hardware and third parry software or services necessary for implementing the System that is not listed in the Agreement as a TriTech Deliverable (not listed as a line item in the Price and Payment section of the Agreement). This includes workstations, server hardware, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, and services required to extract legacy data and convert into acceptable data formats. 9) Configuration, maintenance, testing, and supporting the third party systems that the Client operates and which will be interfaced with as a part of this project. Specifically, the Client operates and supports; The Client is responsible for maintaining and supporting these systems in good working order. The Client is responsible for providing Application Programming Interface (API) documentation to these systems that document the integration process for the level of interface integration defined by TriTech's FDDs and OSD;s. The Client is also responsible for any cost associated with the development or configuration of the third party system Vendor side of the Interfaces. 10) Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Agreement into existing consoles, furniture, vehicles or existing facilities. Installation of Workstations into consoles, furniture, vehicles or like items, is the responsibility of the Client. 11) Active participation of the appropriate personnel with the necessary background knowledge and availability in the Project implementation meetings and working sessions during the course of the Project. Examples of such implementation sessions are System Orientation, DOLF, Acceptance Testing, and Training, regular Project meetings, discussion regarding Interfaces, system installation planning, and the like. 12) The provision of Code Files and GIS data as requested by TriTech staff. This information must be provided on a timely basis in order to meet the project timelines. This information will be provided in a format requested by TriTech staff in accordance with (1) GeoComm Data Analysis Services FAQs and (2) GeoComm RMS Address Validation Map Data Specification documents. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 3 Systems. 02014 TriTech Software Systems Overview 13) The timely review and approval of Functional Acceptance Testing (FAT) documents, OSDs, FDD's, Task Completion Reports (TCR) and/or other project documentation as further defined in this SOW. 14) Provide a facility with the required computer and audio-visual equipment for training. 15) Timely completion of acceptance testing for each of the TriTech Subsystems. 16) TriTech pricing for this Project assumes that all Client supplied products and services required to support the project will be delivered according to this agreed to Statement of Work, based upon a mutually agreed upon project schedule. This timeline will require a commitment by Client staff to attend project meetings, attend training, and execute action items in a timely fashion. Should the Client find that it is unable to support the agreed to schedule, TriTech and the Client may negotiate and execute a mutually agreed to Project Change Order. 17) Ada County is responsible for providing remote connectivity to TriTech for the purpose of installation, configuration, testing, and troubleshooting of TriTech's applications at the Client site. TriTech's approved remote connectivity methods are described in the System Planning Document: chapter 2, sections 4, 7 & 8, chapter 3 section 19, and chapter 4. 18) The Client is responsible for providing and completing necessary background checks and fingerprinting required for TriTech employees to access the Client's facilities and network, as further defined in this SOW. .o Prolecxcsusicans 1) TriTech Software Systems provides software applications that it develops. These applications are sold as and are considered to be "Commercial Off the Shelf" (COTS) software packages. The functionality of these products will be based on TriTech's current design and functionality of these COTS products, unless otherwise indicated in the Agreement. 2) Work, software, services, hardware, Systems, Subsystems, product/software modifications, or any other deliverables not explicitly stated in the Agreement will not be included in the Project. 3) Any modification to TriTech standard products or customizations to such products that are not explicitly stated in the Agreement are excluded from the scope of this Project. 4) Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. 5) TriTech is not responsible for the deficiencies in the Client's internal or contracted network to support remote Inform RMS, Inform FBR or other subsystem workstations. 6) TriTech is not responsible for the deficiencies in a Client's internal or contracted network to support some of the extended features of TriTech's Inform products due to bandwidth or limitations in wireless coverage. 7) TriTech is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Agreement and this SOW. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 4 Systems. 02014 TriTech Software Systems 2 PROjECT DFU'+J 'RIW I.,ES 2.1 Overview of Project Deliverables This project will provide a combination of software and services that comprise the System for use by the Client's Public Safety Organization(s). The individual Subsystems to be provided comprise the overall System. This project will provide services and licenses to add the Meridian Police Department agency to the Ada County RMS and FBR project. The Meridian Police department project staff will utilize the System Orientation, DOLF, Functional Acceptance Testing, and Training that will be provided through the Ada Co Sheriff's project. The Inform RMS and Inform FBR server licenses were provided under the Ada County Sheriff's project. This project includes the additional User licenses required for Meridian Police Department to utilize the RMS and FBR subsystems. The Agreement for this project incorporates the following major Subsystems, which are warranted as set forth in the Agreement, to perform in conformity with TriTech's specifications, including FDD's or OSDs during the Warranty Period: 1) Inform RMS 2) Inform FBR Implementation of different components of the System are performed in a series of interrelated processes. Some processes can be performed concurrently while others are sequential in nature. TriTech has implemented process gates to ensure successful completion of tasks in the optimal order before a subsequent activity begins. The only reference for the number and type of software licenses is the Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Agreement. Standard TriTech documentation will be provided to the Client at no extra charge. This documentation includes: Product User Manuals and Data Dictionaries. 2.1.1 Standard TriTech Software Deliverables The functionality provided by Standard TriTech Software Products, including interfaces (the core TriTech Software and Interfaces without any Modifications) is defined by TriTech Standard documentation such as User and Administration Guides for TriTech's major Subsystems such Inform RMS, Inform FBR and other Standard Software products. Standard TriTech Interface Software to be delivered through this Project is identified as software licenses in the Agreement. Any Modification to the functionality of Standard TriTech Software within the System, or Subsystems, shall follow the Change Management Process as described in Section 5.2, Change Management Process. The scope of the Modification will be described in an OSD. Release of all Modifications to TriTech's Standard Interfaces will follow Subsystem release cycles (i.e. Inform RMS, and the like). The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 5 Systems. 02014 TriTech Software Systems 1 TriTech Project Roles and Responsibility 2.1.2 Contracted Modifications to Standard TriTech Software Products Any Modifications to Standard TriTech Software Products including Inform RMS, Inform FBR and Standard System Interfaces that are to be delivered through this Project are listed in the Agreement. The functional scope of any Modification procured through the Agreement will be summarized in this Statement of Work and defined by an OSD for all items listed under Appendix A - Contracted Modifications to Standard TriTech Software Products for Inform RMS, Inform FBR and other major TriTech Subsystems; and under Appendix B - Standard TriTech Interfaces, for modifications to Standard Interfaces. Any and all modifications or enhancements that are not explicitly listed in the Agreement are not within the scope of this Project. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note- All enhancements and modifications to any of TnTech's Standard products (including' the Interfaces) will only be released with a major version of the applicable subsystern (i e., Inform RMS, Inform FBR and the like) based upon the relevance and dependency to these products Note_ Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fix problems with, or update a computer program or its supporting data. This includes fixing security vulnerabilities and other bugs 2.1.3 Contracted Custom Interface Software Custom Interfaces to be created by TriTech are identified as individual software licenses in the Agreement. The approved FDD, which is a high level description of the intended functionality and scope are listed in Appendix C - Custom TriTech Interfaces to this SOW. The detailed functional scope of any custom Interface procured through the Agreement will be defined by an OSD, which will be developed and delivered to the Client during the project. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. TF31TECH PROJECT ROLES AND RESPONSIBILITY 3.1 Overview TriTech will appoint a team of specialized personnel that will implement the Project under the direction of TriTech's Project Manager in accordance with the Agreement. The team will be multi- disciplinary and the team members may specialize in different products or Subsystems. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited timeframe. All key TriTech staff assigned to this project shall be involved in their respective project roles throughout the duration of the project. TriTech key personnel have been or will be assigned to the Project in accordance with the contract between TriTech and Ada County. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the TriTech Project Manager in The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02014 TriTech Software Systems TriTech Project Roles and Responsibility order to complete the requirements of the Project. TriTech's Project Manager will advise the Client in the event of any scheduling conflicts between the Client's Project and other projects to which TriTech key personnel (Project Manager, Systems Engineer, Business Analysts, or GIS Analyst) are assigned. Such scheduling conflict shall be communicated to the Client within a reasonable time of learning of the conflict. 3.2 TriTech ProjectMa-,agar TriTech has appointed a TriTech Project Manager as the principal TriTech contact who will be responsible for managing TriTech's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Agreement. The Project Manager is also responsible for managing the Deliverables for TriTech's subcontractors. Each of TriTech's Subcontractors may appoint a Project Manager to manage their portion of the Project Deliverables and activities. However, the TriTech Project Manager will have the overall responsibility for coordinating all activities and supervising the progress of each sub -Project. The TriTech Project Manager will manage all communications between the Client and each of TriTech's Subcontractors. TriTech's Project Manager is responsible for Project scheduling and management of TriTech Project personnel and subcontractor/supplier resources. The Project Manager utilizes a standardized methodology for project implementation, project management, and risk identification and management. TriTech's Project Manager is responsible for Project scheduling and management of TriTech Project personnel and applicable Subcontractor/supplier resources, budget management, identification and management of Project risks, and communication with the Client's Project team. The TriTech Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities. The Project Manager will be an active participant in many of the milestone events through the course of the Project including System Orientation, DOLF, and Go Live. The Project Manager will organize a bi-weekly Project status call with the Client and necessary Project team members. Additionally, the Project Manager will provide the Client with a written Project status report on a monthly basis, as further defined in this SOW. The Project Manager shall be required to staff the project from project inception through final system acceptance. 3.3 Systar 3 aEnginear The Systems Engineer is responsible for two primary functions, within the scope of the Project: 1) configuration of Standard TriTech Interfaces (including configuration documentation); and 2) development of software requirements documentation for Custom Interfaces. The Systems Engineer will additionally participate in testing of each of these Subsystems. In some cases, Development Engineers may perform the role of the Systems Engineer for specialized interfaces, particularly for Inform RMS interfaces. 3.4 Inform RMS and Inform F3R Ousil crass Anal,ist Inform RMS and Inform FBR Business Analyst(s) participate in various activities throughout the implementation of each of these Subsystems. They are primarily responsible for conducting the System Orientation with the Client to observe and evaluate the Client's current business practices and make recommendations for improving efficiency and areas that need to be reviewed. They The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 7 Systems. 02014 TriTech Software Systems TriTech Project Roles and responsibility also conduct the Administration training for each of these products and Functional Acceptance Testing Procedures, if included in the scope of the Agreement. 3.5 Training Specialise Training for TriTech applications is provided by TriTech Training Specialists. Training staff for other products and functions will vary by the type of product and training proposed. This process is described in greater detail in the training sections of this document, related to each of these products. 3.6 Clien`Installation Services ".'eam TriTech's Client Installation Services (CIS) team is responsible for installation and integration of TriTech Software onto the system hardware that is identified for this Project. This team works closely with the Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. 3.7 Customer Services Group Customer service functions and technical support for the Client's System during the Project is coordinated by the TriTech Project Manager. After Go Live, and successful completion of System Acceptance, TriTech's Customer Services Group is responsible for providing on-going support for the Client's System as defined in the Software Support Agreement between TriTech and Ada County. 3.8 Account Executive The Account Executive is an important resource to the Client throughout the life of their System. The Account Executive will be the primary contact and liaison for non-technical support issues, system changes and billing questions. They provide support for general customer service requests, manage requests for new software and services, and provide assistance with planning technology upgrades post System Go Live. Having the Account Executive participate as a key Project member provides an enhanced level of continuity for the Client as they continue their relationship with TriTech. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02014 TriTech Software Systems Recommended Client Roles and Responsibilities PRESPONSIBUTiES 4.1 Overview Implementation of the Subsystems in a manner that meets the Client's operational needs requires collaboration with the Client's team. In general, the Client's Project team should include staff experienced in the operation and administration of the Client's current public safety technology systems as applicable to the scope of this project. Such teams may include representatives from users and stakeholders of the Inform RMS and Inform FBR. These "subject matter experts" need to be engaged through the course of the Project from initiation until live operations, and may be involved in the support and maintenance of the System and Subsystems after Go Live. These recommendations do not speak to specific positions. Rather, this information defines specific responsibilities and estimated time commitment. The Client may elect to create individual positions, combine responsibilities, and/or assign responsibilities within their current organizational structure. The Client needs to periodically assess its staffing needs based on changes in the Client's operational use of this technology. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented and the number of Subsystems. In addition, it is recommended that the Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of the Client's System to include the technical and business processes. The application Administrators (Inform RMS and Inform FBR), as well as the System Administrator, are very key to the success of the Project. It is paramount that the Client develops this team during the implementation process so that the Client successfully achieves a degree of self-reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. 4.2 Pro oci Nla nager The Client's Project Manager is the principal Client contact who will manage a team of Client T Project personnel. The Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, timely approval and processing of invoices, review and approval of Task Completion Reports ("TCRs"), Project management plans, applicable configuration sheets, FDD's, OSDs, approval of the Project documentation and FAT, and management of the Client's staff. Additionally the Client's Project Manager is responsible for coordinating the efforts, activities, and communications between TriTech and third party vendors that are not TriTech Subcontractors, as well as any deliverables from these vendors to the Project. 4.3 Systsrn Administrator The Client's System Administrator is the individual primarily responsible for managing the technical back -end of the System including Windows, SQL Server, network, hardware, data back-ups and log management. This individual is the primary technical point of contact representing the Client. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02014 TriTech Software Systems Recommended Client Roles and Responsibilities Following the initial system installation, administration, and support for hardware (including the software operating system) and network components are the responsibility of the Client. The Client needs to plan for support and maintenance through the development of Client resources, other departments within the Client's organization, or by contracting for such services. The Client should establish procedures for managing warranty service of hardware. Activities for this position include 1) management of Microsoft Windows Operating System including patches and service packs; 2) management of Microsoft SQL Server including patches and service packs; 3) implementation of software prerequisites (in accordance with TriTech Documentation) on computers as needed for current operations and System upgrades; 4) monitoring, management and maintenance of the Client's network including LANs, WANs, wireless networks, security accounts and support connectivity (in accordance with TriTech Documentation); and 5) hardware maintenance and troubleshooting; file and data back-ups and software and error log management. Time commitment will vary with the number of computers on the system, the complexity of the network (including the use of a WAN) and the number of personnel to be managed in network access. If the System LAN is connected to the Client's administrative LAN/WAN1, coordination will be important to avoid problems with the Client's network traffic. 4.4 Client Inform RMS Administrator The Inform RMS Administrator will have the responsibilities for the implementation, configuration, and maintenance of TriTech's Inform RMS. This person or persons will be engaged in the implementation of the TriTech's Inform RMS, and will participate in making decisions as it relates to implementing the TriTech's Inform RMS. Inform RMS Administrator will attend the Inform RMS DOLF during the course of the Project. This person should have a comprehensive understanding of the internal structure and workflow of Inform RMS users, departmental policies and procedures as well as how the records department interacts with dispatch and field operations personnel. The Inform RMS Administrator will be responsible for building and maintaining the RMS Code Files. 'r.5 Ci'iem Inform F'3R Admin stra cr The FBR Administrator will have administration responsibilities for implementation, configuration, and maintenance of TriTech's Field Based Reporting System. This person will also be responsible for establishing user roles, setting up and maintaining the users, building report templates, structuring workflows, and configuring the System options. The FBR Administrator will attend the FBR Administration class during the course of the Project. This person should have a comprehensive understanding of the records function within the agency, how Mobile will be utilized in conjunction with FBR, and be familiar for the policies and procedures for officer reporting. 4.S Client ln�o."m RMS and Inform FBR Users/Sucervisors Input from the Users/Supervisors is important to ensure that the configuration settings approved by the Client's team will be perceived as usable by users of the each of the Subsystems. These The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software �ii 10 Systems. 02014 TriTech Software Systems Recommended Client Roles and Responsibilities Users/Supervisors should participate in meetings defining and evaluating the requirements and configuration of their respective products, such as System Orientation and Administration Training. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation should be maintenance only. These personnel should attend the applicable User trainings. 4.7 Client Subsect Matter Enxperrs Input from subject matter experts in all applicable areas (Inform RMS, Inform FBR and each of the Interfaces and external Systems that integrate with TriTech Systems) is essential to successful implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. For Standard and Custom Interfaces, subject matter experts may be from the Client Agency, and third party vendors. If the vendors are not TriTech Subcontractors, the Client will be responsible for engaging them in necessary discussions and documentation of the requirements. The Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. 4.8 Client Application Trainers A team of trainers is needed for training the Client staff on TriTech Software on an on-going basis. Trainers will be responsible for reading TriTech Software release notes and maintaining an understanding of new and existing features. The Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02014 TriTech Software Systems 5 PROJECT CONTROLLING PROCESol-ES, 5.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management plans. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication. This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, TriTech utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to measure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Therefore, TriTech's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs may delay the start and completion of the Interface development work, which may ultimately have an impact on the projected Go Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go Live Task Completion Reports. The Client shall endeavor to complete review of documents within five business days and will notify TriTech in a reasonable time if additional time is necessary to review a particular document. In the event the Client needs more than five business days to review a document, and such additional time may impact a project milestone, TriTech shall notify the Client of that impact in a reasonable time. As part of the Project controlling process, upon completion of significant milestones and or tasks, TriTech will submit a Task Completion Report ("TCR") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to the Client by TriTech's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Agreement. Upon The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software ; 12 Systems. N ©2014 TriTech Software Systems Project Controlling Processes execution of a TCR that is tied to a Project payment milestone, the Client will receive an invoice from TriTech's accounting department which must be paid based on the terms and conditions of the Agreement. The TCR will include the following information: 1. Description of Work performed and products delivered. 2. Comments noting any special circumstances. 3. Product/Service deliverables listing the contract line items that are being recognized as delivered and will be invoiced. 4. Related Payment Terms in accordance with the Agreement, for contract line items that will be invoiced relative to the TCR. 5.1.1 TriTech Responsibilities a) TriTech will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) TCRs that trigger a payment will include the payment amount in accordance with the Agreement payment schedule. 5.1.2 Client Responsibilities a) The Client shall endeavor to complete review and approval of TCRs within five business days from the time of receipt less any challenges to the validity of the report. The Client will notify TriTech in a reasonable time if additional time is necessary to review a particular document. In the event the Client needs more than five business days to review a document, and such additional time may impact a project milestone, TriTech shall notify the Client of that impact in a reasonable time. The Client understands that delays in such review and approval may result in an extension of the Project Schedule. b) In the event that the Client disagrees with a TCR, the Client shall submit to TriTech a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Agreement or this SOW. The Client shall endeavor to complete review and notification of the TCR within five business days of receipt of the TCR and will notify TriTech in a reasonable time if additional time is necessary to review a particular document. In the event the Client's needs more than five business days to review a document, and such additional time may impact a project milestone, TriTech shall notify the Client of that impact in a reasonable time. The Client understands that delays in providing such written explanation may result in an extension of the Project Schedule. 5.2 Chainge 6kf�anagewnent Process Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Agreement and related attachments. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, TriTech and Client's identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 13 Systems. 02014 TriTech Software Systems Project Controlling Processes significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. A Project Change Order will be the vehicle for communicating and approval of the changes. Whether initiated by the Client or TriTech, all Change Orders will be documented by the TriTech Project Manager. The Change Order shall describe the requested change, the parry requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW. All Change Orders must go through the TriTech's internal approval process before they can be presented to the Client for review and approval. TriTech shall provide the requested Change Orders within 10 business days from the date of request, if additional time is necessary TriTech will notify the Client within those ten business days. Once the Change Order is generated, the Client Project Manager and TriTech Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Change Order by both parties. Upon the approval and authorized signatures by both parties the Change Order will be authorized for implementation. Any Change Order resulting in an increase to the project price requires an addendum to the Agreement executed by the authorized representatives of the parties and the Client Board of Commissioners. In such event, the impact on the Project Schedule shall be assessed by both parties, and if necessary, the Project Schedule will be extended appropriately based on the mutual agreement of TriTech and the Client to accurately reflect the impact. No additional fees will be paid for any Change Order, unless otherwise agreed to between the parties. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. It must be noted that the later in the Project that a change is requested, the greater the likely impact in terms of costs, risks, and timescale. It is recommended that the Client not delay any review activity as it is a best practice to discover potential changes as early as possible. In some cases, it may be more appropriate to plan modifications for post Go Live delivery. 5.2.1 TriTech Responsibilities a) TriTech shall provide the requested Change Orders within 10 business days from the date of request, if additional time is necessary TriTech will notify the Client within those ten business days. ;3) Where Project changes require Engineering -level modifications, TriTech will perform requirements capture necessary to prepare required documentation including a high level description of the change for Client review and approval. c) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 5.2.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to the subsystems that will require a change order. This process may also include participation with the requirements process. c) Client will approve and process Change Orders without cost changes within fourteen (14) days. The contents of this material are confidential and proprietary to TriTech Software Systems and may not I"! be reproduced, published or disclosed to others without the prior written consent of TriTech Software i� Systems. 02014 TriTech Software Systems ''' Project Controlling Processes 5.3 Project'Repos ging Project reporting to include a monthly Status Report and bi-weekly status calls are included under the Ada County Sheriff's project. 5.4 Document Review In the course of the Project, TriTech will deliver several documents to the Client for review. These documents will include but are not limited to the Acceptance Test Procedures, Project Schedule, DOLF report, OSD's, for the Project. Approved documents are returned to the TriTech Project Manager. For paper documents, the TriTech Project Manager will retain the original copy and will provide an unbound copy suitable for reproduction. For soft copy documents, the TriTech Project Manager will retain a copy and provide Client with a copy. Should the Client find any document writing to the TriTech Project Manager and make revisions or modifications 1 upon timeframe. unacceptable, the Client must provide specific reasons in TriTech can then assess any required corrective measures o provide acceptable documents within a mutually agreed Status Reports provide information on the progress of Project Implementation, or action items, but do not require Client approval. The Client shall provide comments or corrections to the submitted Status reports or project journals within 5 business days from the date of receipt from TriTech. Upon receipt of such comments or corrections, TriTech shall provide an update, or a response to the Client within 5 business days. The Client shall endeavor to complete review of documents within five business days and will notify TriTech within those five business days if additional time is necessary to review a particular document. Documents Subject to Client Approval a) Project Schedule — any changes must be mutually agreed upon in writing by TriTech and Client b) Change Orders c) Operational Scenario Documents (OSD) d) Application Configuration Sheet e) Inform RMS DOLF Report Q Functional Acceptance Test Procedure documents g) Task Completion Reports Documents Subject to Client Review not requiring Approval a) Project Status Reports. The Client may provide comments or corrections to the submitted Status Reports as described above. b) Project Journals. The Client may provide comments or corrections to the submitted project journals as described above. 5.4.1 TriTech Responsibilities a) Distribute the documents to the Client. b) Coordinate the process to consolidate comments and edit documents. c) Manage the signoff process for applicable documents and the distribution of originals to the Client and TriTech for filing. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 15 Systems. ©2014 TriTech Software Systems Project Initiation and Planning d) Respond to any comments or corrections provided by the Client within five business days of receipt of such comments. 5.4.2 Client Responsibilities a) Review the documents presented and provide the appropriate information back to TriTech within five (5) business days of receipt for configuration sheets, Change Orders and/or Sales Orders. The Client shall endeavor to complete review of documents within five (5) business days and will notify TriTech within those five (5) business days if additional time is necessary to review a particular document. b) Review the documents presented and provide the appropriate information back to TriTech within ten (10) business days for requirements documents defined above. Unless unanticipated changes to the Project Schedule would warrant a shortened turn around. 5.5 Third Party Management This project does not include any third party management of any Subcontractors. 6 PROJECT INITIATION AND PLANNHNIG" 5.1 Overview Project Initiation consists of those processes that define the scope of the Project. The process of contract negotiations is included as a part of the Project Initiation process and sets the foundation for the expectations of the parties regarding the Project. During the initiation process there will be a minimal exchange of technical information between the Client and TriTech while the negotiating teams determine the Project scope, define Deliverables and finalize pricing and payment terms. Project Planning requires the gathering of Project specific information required to produce a Project Management Plan. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchanged between the Client and TriTech during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stake -holders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and a baseline Project Schedule. The baseline Project Schedule will be developed by TriTech and the Client, following execution of the contract documents. The major milestones within the baseline Project Schedule, including the timeline for 1) availability of the hardware for installation; 2) installation of core Production site software on customer hardware; 3) DOLF; 4) Start of FAT; 5) Start of End User Training; and 6) Go Live may only be changed at the mutual written agreement of TriTech and the Client. Substantive changes to major milestones (e.g. changes that impact the Go Live date) within the Project Schedule may require a Change Order. The Project must be managed in a manner that will allow for the adjusting of the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are successfully completed and as the Project nears Go Live and Project completion. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 16 Systems. 02014 TriTech Software Systems Project Execution Note The Prgject Schedule is a living document, subject to change during the course of the�W Project due to several factors such as change in Project scope, scheduling conflicts, delay in approving project documents, resource availability, etc All changes to the Prosect Schedule will be discussed between both parties and will be incorporated within a published schedule upon approval from the Client and TriTech 6.1.1 TriTech Responsibilities a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as Standard IRDs, System Planning Document, etc.) c) Review and finalize the SOW with the Client. d) Identify and engage the TriTech Project team responsible for carrying out Project Execution. e) In collaboration with the Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). f) Baseline the Project Schedule. g) Prepare and submit the TCRs for Client acceptance of the Project Management Plan as defined above. 6.1.2 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. b) Identify and engage the Client's Project team. c) Review and comment on the TriTech Project Management Plan and the Project Schedule. d) Review and comment on TriTech provided documentation to support Initiation activities. e) Finalize and approve the SOW with TriTech. f) The Client shall endeavor to complete review and notification of the TCRs for the Project Management Plan within five (5) business days of receipt of the TCRs and will notify TriTech in a reasonable time if additional time is necessary to review a particular document. 7.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of: 1) a review of Deliverable documents; 2) Development, configuration, Installation and testing of software and hardware deliverables, and 3) Delivery of Project related services such as Project related training. These processes are iterative in nature with a number of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not I' be reproduced, published or disclosed to others without the prior written consent of TriTech Software 17 Systems. ©2014 TriTech Software Systems f Project Execution 7.2 i pler1enia- ion of Infor ni RMS Inform RMS is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform RMS. The Meridian Police Department till be attending the System Orientation, DOLF, FAT, Workshop and Training purchased under the Contract between TriTech and Ada County. This project includes additional Go Live support for the Meridian Police Department. This project includes the addition of the following training sessions as listed in the Agreement: RMS Barcode & Evidence Training 7.2.1 inform RMS Sys en7- Cr;ern-4at*on The TriTech project team will perform an on-site System Orientation for the Inform RMS portion of the project. This visit will involve discussing the specific details regarding the workflow and configuration of Inform RMS system. Topics will include evaluating current processes and workflows, applicable configurations, and identifying areas of the operation that may need to be reviewed. At the conclusion of System Orientation, a report with the findings and discussions identified during this visit will be provided to the Client. This visit does not include a demonstration of Inform RMS; rather it focuses on the gathering information from the Client. 7.2.1.1 TriTech Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Advise Client on process changes that need to be addressed with the implementation of Inform RMS. e) Provide Client with a written trip report summarizing TriTech's findings and recommendations. f) Prepare and submit a TCR to the Client for the delivery of the System Orientation report. 7.2.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation. b) Ensure participation of key stakeholders and decision -makers in the System Orientation process. c) Provide subject matter experts that can describe operational requirements of the users. d) Schedule the appropriate personnel and ensure they attend the Inform RMS System Orientation sessions. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 18 Systems. 02014 TriTech Software Systems Project Execution e) Plan for making any necessary and agreed upon changes to the business processes prior to the start of end-user training. f) Review and approve the applicable TCRs. 7.2.2 Inform RMS DOLL After the System Orientation, and once the System has been installed at the Client site the TriTech project team will conduct the Inform RMS DOLF session at the Client site. During this session a subset of the Client staff will be trained on the entry of Client specific information such as Code Files, user roles and rights, set up number control and working folders. The students will be introduced to the administration responsibilities for the implementation, configuration, and maintenance of TriTech's Inform RMS. The TriTech project team will then advise the Client in the definition and building of production data files. This session is strongly recommended for all personnel responsible for the implementation of Inform RMS, as well as personnel responsible for policy related decisions that could be affected or changed by the deployment of Inform RMS. Inform RMS DOLF is an onsite working session. The number of staff attending will be limited to no more than twenty (20). In order to fully take advantage of the DOLF session and the information that is offered during this visit it is necessary that the attendees meet certain qualifications and possess certain skills. These skills include the following: 1) Basic understanding of servers, computer operations, and the Windows operating system. 2) Basic understanding of the Microsoft Windows Environment. 3) Basic understanding of Microsoft SQL and/or database software. 4) Comprehensive understanding of the internal structure of the records department, departmental policies and procedures as well as, how the records department interacts with dispatch and patrol functions. Note- The Inform RMS DOLF is provided to a specialized group within the Client's team during the course of the Project to assist them with the initial implementation of the System, as well as the maintenance of the System on a routine basis This training will be provided before conducting the FAT for the Inform RMS 7.2.2.1 TriTech Responsibilities a) Schedule the Inform RMS DOLF in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide an electronic copy of Inform RMS technical and user manuals e) Provide standard training sessions on the entry of Client -specific data f) Prepare and submit a TCR upon completion of DOLF. 7.2.2.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the session. b) Ensure participation of the appropriate personnel. c) Continue and complete the code file building activities after completion of this training. d) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software! 19 Systems. 02014 TriTech Software Systems ? Project Execution 7.2.3 Suild Inform RMS Code Files After completion of the Inform RMS DOLF, the Client's Inform RMS Administration team will enter the Client specific information such as Code Files, user roles and rights, set up number control and working folders, etc. 7.2.3.1 TriTech Responsibilities a) Be available to provide remote assistance and direction to the Client during the course of the configuration. b) Monitor the progress of this task to ensure timely completion of the configuration activities to support the Project timelines. 7.2.3.2 Client Responsibilities a) Complete entry and configuration of the production data files to support the Project timelines. b) If necessary consult with TriTech on any questions that may arise during the data entry and configuration activities. 7.2.4 Inform RMS Workshop After the Inform RMS DOLF has been completed, the TriTech project team will conduct an Inform RMS workshop session at the Client site. This session is intended to be an extension to the Inform RMS DOLF. 7.2.4.1 TriTech Responsibilities a) Schedule the Inform RMS Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. C) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 7.2.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the workshop. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 7.2.5 Inform RMS Functlonsi Acceptance '."est-ffig Inform RMS Functional Acceptance Testing (FAT) follows a standard content, approach and format. An Inform RMS Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training. This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 20 Systems. 02014 TriTech Software Systems Project Execution Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and determine the timeline for remedying the issues- (pre versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat of the entire tests. 7.2.5.1 TriTech Responsibilities a) Deliver TriTech's standard FAT documents to the Client no later than two weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. c) Assist the Client in conducting the FAT in accordance with the FAT documents. d) Identify and document any issues discovered during the FAT. e) Upon completion of FAT prepare and submit a TCR to the Client, including a list of any exceptions to FAT. 7.2.5.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base code table entry and configuration. b) Provide adequate facilities to execute the FAT. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results. e) Review and approve the appropriate TCRs. 7.2.6 inform RMS 7'raln'nv, Inform RMS Training classes are conducted based on the quantities that are specified in the Agreement. These classes are conducted on consecutive days, on weekdays (Tuesday -Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT has been completed and the results are documented. A detailed description of these classes is provided below: 7.2.6.1 TriTech Responsibilities (for all Inform RMS Classes) a) Schedule the Inform RMS Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Develop and provide the Inform RMS Training Plan for all licensed product options to the Client. d) Provide an electronic copy of the Inform RMS technical and user manuals. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes conducted within the training environment. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 21 Systems. 02014 TriTech Software Systems Project Execution 7.2.6.2 Client Responsibilities (for all Inform RMS Classes) a) Provide adequate facilities to comfortably hold the training activities, and workstations with Inform RMS application installed. b) Ensure that all Inform RMS end-users attend the core end-user training. c) Ensure that each Inform RMS end-user completes all relevant training modules before assigning the end-user a username and password to access Inform RMS. d) Review and approve the applicable TCRs. 7.2.7 Inform RMS Core End User Training (3 days, onsite, up to ten (10) students) The Inform RMS Core End User Training is a hands-on course provided by TriTech's training specialists. This class will prepare the students to add, edit, and search crime report records easily and efficiently. The students will learn how to enter State Reportable UCR/NIBRS Reports. The student will also utilize the Inform RMS to enter or modify Arrest, Custody and Incident information. This class is recommended for all personnel responsible for the day to day records entry of, both miscellaneous and UCR/NIBRS Reports, as well as the personnel with the responsibility for entering and/or maintaining Arrest, Custody, and Incident. This three (3) day course prepares a core set of end users on Inform RMS. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) Basic understanding of agency report taking/writing policies as they relate to the records section. 7.2.8 Inform RMS Report Writing Class (3 days, onsite, up to ten (10) students) The Inform RMS Report Writing Training is a hands-on course that will prepare students to run, modify, and create reports on data stored in Inform RMS. Students will learn how to run Canned Reports available in Inform RMS, as well as how to modify Canned Reports and create new Custom Reports using Crystal Reporting Services. This three (3) day class is recommended for all personnel that will utilize the provided reporting tools to extract data from the Inform RMS. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Training. 7.2.9 Inform RMS Module Training Inform RMS Module Training classes cover specific RMS Modules that will be utilized by the client and are limited to the quantities that are specified in the Agreement. Training classes will be conducted between Tuesday and Friday. The number of students attending each RMS Module Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Module Training. Included RMS Module Training: 0 RMS Gun Permit End User Training —1 day, onsite, up to ten (10) students per class. • RMS Civil End User Training —1 day, onsite, up to ten (10) students per class. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 22 Systems. 02014 TriTech Software Systems Project Execution • RMS Warrants End User Training —1 day, onsite, up to ten (10) students per class. • RMS Imaging End User Training — 1/2 day, onsite, up to ten (10) students per class. • RMS Towing/Impound End User Training - 1 day, onsite, up to ten (10) students per class. RMS Parking Tickets End User Training - 1 day, onsite, up to ten (10) students per class. • RMS Pawn End User Training - 1 day, onsite, up to ten (10) students per class. RMS Citation End User Training - 1 day, onsite, up to ten (10) students per class. • RMS Traffic Accidents Training — 1 day, onsite, up to ten (10) students per class. 7.2.10 Inform RMS Barcode and Evidence Training Class (2 days, onsite, Up to ten (10) students) The Inform RMS Barcode and Evidence training is a hands-on two (2) day course for personnel responsible for entering, updating, and maintaining evidence records. Attendees will learn how to search evidence records, manage evidence items, and create item barcodes and to use barcoding for inventory evidence. Prerequisites: Detailed understanding of the agency's evidence tracking methods, procedures, and policies 7.2.11 Inform RMS Case Management End User Training (1 day, onsite, up to ten (10) students) The Inform RMS Case Management End User Training is a hands-on one (1) day course for Case managers; Investigative Supervisors; Investigators (Detectives). Attendees will learn how to assign cases for investigation and track their progress, add case supplements/case materials and update cases as needed. Prerequisites: 1) Inform Base Training (If investigators perform direct data entry); 2) Understanding of the agency's investigative processes, workflows and policies. 7.2.12 Inform RMS Admin and Personnel End User Training (2 days, onsite, up to ten (10) students) The Inform RMS Admin and Personnel End User Training is a hands-on two (2) day course for personnel responsible for entering, updating and maintaining staff records to include training and issued equipment. Due to sensitive personal information that will be handled in this class, it is recommended the product administrators be the person(s) responsible. Attendees will learn items such as how to add employee classifications, add training courses and associated classifications, add personnel records and associated classifications, courses, shifts and equipment. Prerequisites: Understanding of the agency's personnel, training, and equipment tracking methods, procedures, and policies 7.2.13 Inform RMS Intelligence Training (112 day, remote, up to ten (10) students) The purpose of the RMS Intelligence Training is to train the students on the following tasks: add, edit and search intelligence records, create an RMS case from intelligence data if applicable, and utilize the intelligence master indices. This half (1/2) day course prepares a core set of students on Inform RMS Intelligence. The contents of this material are confidential and proprietary to TriTech Software Systems and may not i1 be reproduced, published or disclosed to others without the prior written consent of TriTech Software ;,ai 23 , Systems. 002014 TriTech Software Systems Project Execution �q4. ,iih4�-.t-..y,,.P.'a-t.6--•p--£,_-..A,<_.: J�sl�tl�Y l..� Prerequisites: 1) Attendance of the Inform RMS Core End User Training 7.2.14 Inform RMS Train -The -Trainer Training (3 days, onsite, up to ten (10) students) The purpose of this Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform RMS product. Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTech. This three (3) day course prepares a core set of students to train end users on Inform RMS. Prerequisites: 1) Attendance of the Inform RMS Core End User Training; 2) Daily user of the designated application module; 3) Classroom instruction experience and demonstrated presentation skills. 7.2.15 Standard RMS GIS Training and RMS Address Validation and PinMapping Training (112 day, remote, up to four (4) students) The purpose of the RMS GIS Training and RMS Address Validation and PinMapping Training is to train the students on the following tasks: address validation for Inform RMS, review of the button definitions, introduction into Inform RMS GIS and MAVI Geo validation web service configuration. This half (112) day course prepares a core set of students on Inform RMS GIS. Prerequisites: 1) Attendance of the Inform RMS Core End User Training 7.2.15 inform RMS Entearat7on l esfing Once the FAT is concluded for Inform RMS, Subsystems, and Interfaces that are scheduled to Go Live with Inform RMS and in preparation for Go Live, TriTech and the Client will conduct an Integration Testing. The Integration testing will be conducted based on a number of scenarios that test the records management process. These scenarios involve the Subsystems and Interfaces that are scheduled to Go Live with Inform RMS and can be tested in the pre -production environment. A small group of the Client staff (1-2 Records staff and field users) should participate in this test with TriTech. TriTech will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It is recommended that the Client utilizes sample cases and/or data from their legacy System. These scenarios must be signed off prior to commencement of the integration testing. At the successful completion of Integration Testing without any issues that prevent the System to be taken Live the Client shall provide written approval that the System is ready for Go Live. 7.2.16.1 TriTech Responsibilities a) Schedule Integration Testing with the Client. b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's work flow. c) Prepare and submit a TCR to the Client documenting the tests that will be used for Integration Testing. d) Participate in the Integration Testing with the Client. e) Prepare and submit TCRs upon successful completion of the Integration Testing. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software i 24 Systems. 02014 TriTech Software Systems j N1 Project :ec"tiort 7.2.16.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal workflow. b) Participate in conducting the Integration Testing. - c) Review and approve the applicable TCRs. 7.3 Implementation of Inform IBR Inform FBR is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform FBR. The Meridian Police Department till be attending the System Orientation, Admin Training, FAT, Workshop and Training purchased under the Contract between TriTech and Ada County. This project includes additional Go Live support for the Meridian Police Department. 7.3.1 Inform FBR System Or;eiiiTailor The TriTech project team will perform an on-site System Orientation for the Inform FBR portion of the project. This visit will involve discussing the specific details that the Client will need to address. Topics will include evaluating current processes and making recommendations for improving efficiency and areas that need to be reviewed. At the conclusion of this System Orientation, a report will be produced based on the findings and discussions during this visit. This visit does not include a demonstration of the Software and rather focuses on the gathering information from the Client. 7.3.1.1 TriTech Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Advise the Client on process changes that need to be addressed with the implementation of the Inform FBR System. a) Provide the Client with a written trip report summarizing TriTech's findings and recommendations. f) Prepare and submit a TCR upon completion of this session and upon submission of the System Orientation report to the Client. 7.3.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation. b) Ensure participation of key stakeholders and decision -makers in the System Orientation process. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 25 Systems. 02014 TriTech Software Systems Project Execution c) Provide subject matter experts that can describe operational requirements of the users. d) Schedule the appropriate personnel and ensure they attend the Inform FBR System Orientation sessions. e) Make necessary and agreed upon changes prior to the start of end-user training. f) Review and approve the applicable TCRs. 7.3.2 inform FBR Administration Training (1 day, onsite, up to ten (10) &Zudents) After the System Orientation, and once the System has been installed at the Client site the TriTech project team will conduct the Inform FBR Administration Training session at the Client site. The class will introduce the student to the administration responsibilities for implementation, configuration, and maintenance of TriTech's Field Based Reporting System. During this session a subset of the Client staff is trained on the proper configuration of the Inform FBR server. This training also instructs the designated Client personnel in methodology for establishing user roles in the Inform FBR System, creating report templates, and structuring FBR workflows. This class is recommended for the personnel responsible for the implementation of the TriTech Field Based Reporting Application. In addition, any personnel responsible for policy related decisions as it relates to implementing Inform FBR should attend this class. The Inform FBR Administration Training is a one (1) day class and will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Comprehensive understanding of the Records function within the agency. 2) Clear understanding of current departmental officer reporting procedures and policies for the agency, and how future policy changes that might be implemented with Inform FBR could improve overall efficiencies. Note The Inform FBR Administration Training is provided to a specialized group within the Client's team during the course of the Project to assist them with the initial implementation of the System, as well as the maintenance of the System on a routine basis. This training will be provided before conducting the FAT for Inform FBR. 7.3.2.1 TriTech Responsibil'ities a) Schedule the Inform FBR Administration training in accordance with the Client's availability and the Project Schedule. Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide an electronic copy of Inform FBR technical and user manuals. e) Provide standard training sessions on the methodology for establishing user roles, creating templates, and structuring workflows in Inform FBR.. f) Prepare and submit a TCR upon completion of the training. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software !i 26 Systems. �• 02014 TriTech Software Systems h Project Execution 7.3.2.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b} Ensure participation of the appropriate personnel. c) Upon completion of training create user roles, templates, and structure desired workflows in Inform FBR. d) Review and approve the applicable TCR. 7.3.3 Inform FBR System Conliguration After successful completion of the Inform FBR Administration Training, the Client's Inform FBR Administration team will complete the configuration of Inform FBR: • User roles • Users • Workflows • Templates 7.3.3.1 TriTech Responsibilities a) Be available to provide remote assistance and direction to the Client during the course of the configuration. b} Monitor the progress of this task to ensure timely completion of the configuration activities to support the Project timelines. 7.3.3.2 Client Responsibilities a} Complete the configuration of the production Inform FBR to support the Project timelines. b) If necessary consult with TriTech on any questions that may arise during the data entry and configuration activities. 7.3.4 Inform FSS Wcrkshoa After the Inform FBR Administration Training has been completed, the TriTech project team will conduct an Inform FBR workshop session at the Client site. This session is intended to be an extension to the Inform FBR Administration Training to provide the Client with more extensive training on more complex implementations and multi -jurisdictional agencies as specified in the contract. 7.3.4.1 TriTech Responsibilities a) Schedule the Inform FBR Workshop in accordance with the Client's availability and the Project Schedule. �} Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d} Upon completion of the training send a TCR to the Client The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior Aritten consent of TriTech Software NI 27 Systems. 02014 TriTech Software Systems Project Execution 7.3.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the Inform FBR Workshop. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Sign the appropriate TCR. 7.3.5,,Inform FBR FLInctional Acceptanca TesUng ,F-PO"A Inform FBR Functional Acceptance Testing follows a standard approach and format. An Inform FBR Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training. This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and determine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat of the entire tests. 7.3.5.1 TriTech Responsibilities a) Deliver TriTech's standard FAT documents to the Client for review no later than two weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. c) Assist the Client in conducting the FAT in accordance with FAT documents. d) Identify and document any issues discovered during the FAT. e) Upon completion of FAT prepare and submit a TCR to the Client, including a list of any exceptions to FAT. 7.3.5.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include building all user roles, templates, and workflows. b) Provide adequate facilities to execute the FAT. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results. e) Review and approve the appropriate TCRs. 7.3.5 Inform F-1311 T aln'ing Inform FBR Training classes are conducted based on the quantities that are specified in the Agreement. These classes are conducted on consecutive days, on weekdays (Tuesday -Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT has been completed and the results are documented. The contents of this material are confidential and proprietary to TriTech Software Systems and may not e, be reproduced, published or disclosed to others without the prior written consent of TriTech Software I:I 28 Systems. i 02014 TriTech Software Systems pi I: Project Execution 7.3.6.1 Inform FBR Core End User]Train-The-Trainer Training (2 days, onsite, up to ten (10) students) The Inform FBR Core End User and Train -The -Trainer Training is a hands-on course provided by TriTech's training specialists. This class will prepare the students to utilize Inform FBR in order to enter their standard reports such as State Reportable Incidents, Miscellaneous Incidents, Accident Reports, and Field Interviews. Supervisors will review and approve or reject the reports. Once reports are approved, they will transfer into the Inform RMS application. The purpose of the Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform FBR product. Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTech. This two (2) day course prepares the client designated trainers to train end users on Inform FBR. This Training is recommended for all personnel responsible for writing incident reports and Field Interviews, as well as the supervisors responsible for reviewing and approving reports. The Inform RMS Administrator, Record Clerks, or any other personnel that will interact with Utilizing the FBR application can also benefit from this class. Unless otherwise specified Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) Basic understanding or the agencies report writing and submission policies and procedures. 3) Basic understanding of UCR or NIBRS Reporting requirements. Completion Criteria: This task is considered complete upon completion of each of the scheduled classes. 7.3.6.1.1 TriTech Responsibilities a) Schedule the FBR Core End User/Train-The-Trainer Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Develop and provide the FBR Training Plan for all licensed product options to the Client. d) Provide an electronic copy of the FBR technical and user manuals. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Upon completion of the training send a TCR to the Client. 7.3.6.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities, and workstations with the Inform FBR application installed. b) Schedule and conduct the Client led End User Training, to allow for completion of the Inform FBR End User training no later than one week prior to Go Live. c) Ensure that all the appropriate Inform FBR end-users attend the core end-user training classes. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software d 29 Systems. 02014 TriTech Software Systems i Project Execution d Ensure that each FBR end-user completes all relevant training modules before assigning the end-user a username and password to access Inform FBR. 7.4 Cine 1'1) Time #_egscy Data Conversions 7.4.1 Inform RMS Legacy Cate Conversion (Meridian Police Department — Beast and ITS) TriTech has engineered a solution that incorporates Client legacy data into Inform RMS in a way that retains its historical accuracy while ensuring the integrity of the Inform RMS System. TriTech's Integrated Solution Department will work with the Client throughout this phased process. Prior to any final conversion of legacy data, TriTech will provide a Functional Specification Document (FSD) that will identify all of the data to be converted, mappings to Inform RMS, conversion rules, and code table transformations. The FSD must be approved by the Client prior to TriTech developing the scripts for the Data Conversion. The scope of the data conversion will be limited to a one-way import of Inform RMS data for the following application modules: Meridian Beast Data Conversion Evidence Data Physical Property Data ITS Citations Attachments 7.4.1.1 Phase 1 -- Mapping Plan Phase I of the Data Conversion project begins with the Client extracting a complete set of data and providing the data to TriTech in a Microsoft SQL format. The Client will provide at least one intermediate extract of RMS data for TriTech testing purposes, plus one final extract. All images and objects desired to be converted shall be included in the initial and final extraction. The Client will supply a data dictionary and relationship diagrams defining all of the data items that are to be included the data conversions. This must be in a machine-readable format that can be included as a part of the Operational Scenario Document (OSD) that TriTech will generate. Note- The Client will provide an initial_ complete export of all of the legacy data to TriTech within 30 business days of project signing to enable TriTech to develop the appropriate data conversions Note In the event that the Client makes any modification to their original data in order to include it in an Inform RMS record, they must fully document the transformation process used All transformations so supplied must be able to be implemented via scripts vs "human -interpretive" processes These include, but are not limited to, names and addresses TriTech will perform a data analysis to determine the actual usage of individual tables and fields within the client -provided legacy database. The results of this analysis will be formatted into an Excel worksheet that will be used as the framework of the legacy data Mapping Plan. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 30 Systems. 02014 TriTech Software Systems Project Execution Interpretation of the meaning of the individual tables and fields pertaining to the legacy system will be derived from information supplied by the Client. TriTech will create a proposed mapping of this data into the TriTech application. Once the client has reviewed and approved the proposed Mapping Plan, a copy of the final Mapping Plan will be delivered to the Client for sign -off as the first deliverable of the conversion. 7.4.1.2 Phase II — Initial Data Load Phase 11 of the Data Conversion will be for TriTech to develop mapping scripts and design non- standard reports (Comprehensive Narratives). The second deliverable will be for TriTech to deliver the initial load for client review. Depending on the amount of data involved, TriTech may limit it to a representative subset of the records in the legacy database. 7.4.1.3 Phase III — Final Data Load The third phase will occur prior to Go Live of the Inform RMS application. TriTech will remotely load the converted data on to the Client production server. 7.4.1.4 TriTech Responsibimities 1) TriTech will map the RMS data to the available Inform RMS fields at time of implementation. 2) TriTech will set up an Inform RMS Test Server and workstation at TriTech. 3) TriTech will test and debug the complete RMS Import on the Test Server using the intermediate data set delivered to TriTech by the Client. 4) TriTech will schedule a remote GoToAssist session to allow the Client to review and approve the conversion completed on the Test Server. 5) TriTech will pre-process the data as required for the conversion. TriTech will use GoToAssist to remotely perform the conversion on the Client's production Server. 6) TriTech is responsible for creating the necessary scripts for the data transfer. 7) TriTech is responsible for completing the remote installation. 7.4.1.5 Client Responsibilities 8) The Client will extract a complete set of data for analysis, and provide it to TriTech in a compatible Microsoft SQL Database format. 9) The Client will supply a data dictionary and relationship diagrams defining all of the data items that are to be included the data conversions. 10) The Client must provide a SME and make them available for consulting throughout the project. 1 1) The Client will manually enter a minimum of 10 representative records into each module to be included as part of the Data Conversion. The data used for entry must be included and identified in the initial data extraction supplied to TriTech. 12) Prior to go -live, The Client will provide TriTech a final backup of legacy data. 13) The Client is responsible for identifying and documenting all data elements to be imported. 14) The Client is responsible for providing access to requested data for importing. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software i, 31 Systems. ©2014 TriTech Software Systems Project Execution 7.4.1.6 Completion Criteria This section will be considered complete when the final conversions has been populated within the production system and validated by the Client as complying with the Data Conversion Planning Document. 1.4.2 Inform 10.1 The project includes the addition of the following Inform IQ training courses: Inform Analytics Administration Training /.4.3 033C Connections TriTech will facilitate the Client in the setup and testing of the following ODBC connections. Victim/Witness 7.4.4 System and uhsys-le . Go '_.;tee The "cut over" of each of the Inform RMS and Inform FBR Subsystems and Interfaces into the production environment is a highly orchestrated activity that will require a number of resources from both the Client and TriTech teams. 7.4.4.1 Inform RMS Go Live Once end-user training has been completed and the systems are ready to be placed into production, TriTech will assist the Client in placing the systems into operation. In preparation for Go Live, TriTech will assist the Client in cleaning the training data from the Inform RMS System. TriTech will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. At Go Live, the TriTech and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved through TriTech Customer Services. A more detailed Go Live plan will be provided with adequate lead time. The duration of the Go Live support for Inform RMS and its subsystems for this project will be 2 days (to include pre and post cutover) by 1 person. The breakdown of onsite Go Live Services is as follows: Inform RMS Go Live Coverage: 1 person for 2 days covering a single shift per day during normal business hours 7.4.4.1.1 TriTech Responsibilities a) Prepare and submit a Go Live authorization letter to the Client. b) Identify the participants for the Go Live in accordance with the terms of the Agreement. c) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. d) Be on-site to assist the Client in placing the system into production status. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 32 Systems. 02014 TriTech Software Systems Project Execution e) Assist the Client staff in using the system and assist the computer operations staff in supporting the system. f) Provide Go Live support following the actual System cut over as specified within the Agreement. t�) Prepare and submit a TCR upon first Live operation of Inform RMS. 7.4.4.1.2 Client Responsibilities a) Complete the Inform RMS roll out to support the Go Live date. b) Review and approve the Go Live authorization letter no later than 3 weeks prior to each scheduled Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with TriTech and in accordance with the project schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the TriTech staff. 'f) Provide dedicated workstations for TriTech support staff during Go Live support period. g) Provide Client IT support to cover all Client end user and TriTech staff hours of operation. h) Develop a process for the reporting and resolution of issues. i) Review and approve the applicable TCR. 7.4p.4.2inform FBR Go Live Once end-user training has been completed and the Inform FBR application is ready to be placed into production, TriTech will assist the Client in placing the system into operation. In preparation for Go Live, TriTech will assist the Client in cleaning the training data from the Inform FBR System. The duration of the Go Live support for Inform FBR for this project will be 2 days (to include pre and post cutover) by 1 person covering two shifts. The agreed upon schedule may include a night, swing, or day shift. Inform FBR Go Live Coverage: 1 person for 2 days covering a single shift per day which may include a night, swing, or day shift 7.4.4.2.1 TriTech Responsibilities a) Prepare and submit a Go Live authorization letter to the Client. a) Identify the participants for the Go Live in accordance with the terms of the Agreement. b) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. c) Be on-site to assist the Client in placing the system into production status. d) Assist the Client staff in using the system and assist the computer operations staff in supporting the system. e) Provide Go Live support following the actual System cut over as specified within the Agreement. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 33 Systems. 02014 TriTech Software Systems Project Closure f) Prepare and submit a TCR upon first Live operation of Inform FBR. 7.4.4.2.2 Client Responsibilities a) Complete Inform FBR roll out to support the Go Live date. b) Review and approve the Go Live authorization letter no later than 3 weeks prior to Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with TriTech and in accordance with the project schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the TriTech staff. f) Provide dedicated workstations for TriTech support staff during Go Live support period. g) Provide Client IT support to cover all Client end user and TriTech staff hours of operation. h) Develop a process for the reporting and resolution of the issues. 1) Review and approve the applicable TCR. Project Closure includes the steps to close the Project and transition support of the System and Subsystems to Customer Services Department. Project Closure also includes the execution of any remaining deliverables that the Client has chosen to have delivered post Go Live. During Project Closure the remaining Project related administrative tasks are completed by TriTech and Client. Project documentation is archived and the Project is officially handed over to the TriTech Account Executive and the Customer Services Department. 3A.". "'ysrarn Transition Following Go Live, there is a transition period where the Client moves from the implementation team to the support team. This transition will change the Client's primary point of contact from the Project Manager to a designated Account Executive. Software support will be handled through the Customer Services Department. The Client's issues will be entered, tracked and managed via a computerized and web -enabled issues tracking system. This tracking system will become available to the Client at system installation. 8.1.1.1.1 TriTech Responsibilities a) Provide payment reconciliation, final TCRs and final invoices. b) Transition the TriTech point of contact from the Project Manager to the Account Executive and Customer Services Department. c) Provide continued support based on terms of Agreement. 8.1.1.1.2 Client Responsibilities a) Provide approval of Project TCRs within five (5) business days. b) Provide payment reconciliation and payment of final invoices. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 34 Systems. 02014 TriTech Software Systems � f� � ` � �, ► f . PRODUCTS Note. Any changes in the requirements documented in the System OSDs post approval of T the OSDs are subject to formal Change Order List of Product Modification OSDs: There are no product modifications proposed for this project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not :i be reproduced, published or disclosed to others without the prior written consent of TriTech Software it 35 Systems. i? 02014 TriTech Software Systems !I Appendix B - Standard TriTech Interfaces .PPE NIii.. B -STAN DARID �'r,' - ITS: INTE I- IFF. E Note: The scope of functionality for these Standard interfaces is limited to 1) the capability of the TriTech Systern being interfaced and 2) the capabilities of the external system being interfaced. Note: High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order Note. The Client is responsible for coordinating the development of the vendor side of all interfaces to the third party applications for the interfaces that the vendor is not a TriTech Subcontractor, based on the Agreement List of Project's Standard Interface: Production Environment: No Standard Production Environment Interfaces are included in the Project. Disaster Recovery Environment: No Standard Disaster Recovery Environment Interfaces are included in the Project. Test/Training Environment: No Standard Test/Training Environment Interfaces are included in the Project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 36 Systems. 02014 TriTech Software Systems Appendix C - Custom TriTech Interfaces APPENDIX Cr- CUSIFOM TRIlrECH INTERFACES C, -ne f Bent is responsible for providing Application Programming interface (API) documentation to these Third Party Systems that document the integration process for the level of interface integration defined by the applicable FDD The Client is responsible for any services or software needed from such Third Party Systems to allow for interaction with the Third Party System API or for connecting to TriTech Interfaces Software in the absence of a Third Party API Nate: The scope of functionality for these custom interfaces rs limited to 1 }the capability of the TriTech System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system being interfaced Note;High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third party applications for the interfaces that the vendor is not a TriTech Subcontractor, based on the Agreement. List of Project's Custom Interfaces: Production Environment: • No Production Environment Interfaces are included in the Project. Disaster Recovery Environment: • No Disaster Recovery Environment Interfaces are included in the Project. Test/Train Environment: • No Test/Training Environment Interfaces are included in the Project. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 37 Systems. 02014 TriTech Software Systems Appendix D - Subcontractor(s) Statement(s) of Work APPENDIX D 1►`ATEC EN'r(s)) OF WO R This project does not include any Subcontractor Statements of Work. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 38 Systems. 02014 TriTech Software Systems II Appendix. E - Custom Solutions 1. Inform RMS Beast Evidence Data Conversion 2. Inform RMS ITS Data Conversion The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software 39 Systems. 02014 TriTech Software Systems Appendix F - Inform RMS and Inform FBR Software Support APPENDIX F - INFORM :SIS AND INFORM *B "OFTYVARE SUPPORT Software support will be in accordance with the agreement between TriTech and Ada County. 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Ch . cc N C7 f0 C o LL°� a ca v 7 m E LL C C T m R R O m a a NT' O O O O O OO M w w 6 rn ACORV CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DDnYYY) 4/16/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemen s . PRODUCER T NAME: CT Jonathan Thomas Frank Crystal 8r Co., Inc. dba Crystal 8r Company.M=_ 32 Old Slip PHONE FAX axidi:415-946-7500AIL arc "° 015-946-7550 DDRESS New York NY 10005 INSURER(S) AFFORDING COVERAGE NAIC N INSURER A:QQMMerC0aI Casualty Insurance Compa 32280 EACH OCCURRENCE $1,ODO,DOO INSURED TTHOLD INSURER B:Homeland InsuranCep—Company INSURER C;AtlantEC I InsLirEince Palermo TT Holdings, Inc. 9477 Waples, Suite 100 San Diego CA 92121Company INSURER D INSURERE: INSURER F : $ COVERAGES CERTIFICATE NUMBER: 160988160 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. !LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDDPOLICY EFF POLIMMIDD1YYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ITI OCCUR X10,000 Ded 40348411338 51112014 51112015 EACH OCCURRENCE $1,ODO,DOO RENTED PREMISES Eaoecurreno $100,000 MED EXP (Any one person) $Excluded PERSONAL 6 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEML AGGREGATE LIMIT APPLIES PER: POLICY F1 JFCT PRO X LOC PRODUCTS - COMPIOP AGG $2,00-0,000 $ C AUTOMOBILE X X X LIABILITY ANY AUTO ALL OWNEDIx SCHEDULED AUTOS AUTOS HIREDAUTOS AUTOS NON-OWNEDP�Rr08Pc 7110125320003 112014 1!2015 COMBINED 5INQLE LIMIT Ea accident 1,000,000 BODILY INJURY (For person) $ BODILY INJURY (Per accident) $ iident) E $ D X UMBRELLA LIAB X EXCESS LIAR OCCUR CLAIMS -MADE NHA236453 51112014 112015 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORlPARTNERlEXECUTNE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N yes, describe under DESCRIPTION OF OPERATIONS below NIA 4060371810003 1/1014 112015 X 1 STATU- OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT 1 $1,000,000 B Tech Professional Liab Retroactive Date 1992 Claims Made TPPIOBO14 511=14 112015 5,000,000 Each Claim 5,000,000gregale 25,000 Retention DESCRIPTION OF OPERATIONS ! LOCATIONS 1 VEHICLES (Attach ACORD 101, Additlonel Remarks Schedule, fF mors space Is required) City of Meridian is included as Additional Insured per the attached endorsement. CERTIFICATE HOLDER CANCELLATION City Meridian 33 E. Broadway Ave Meridian ID 83642 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i %) 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Attachment Page Palermo TT Holdings, Inc. TT Holdings I, Inc. TT Holdings II, Inc. TriTech Holdings, Inc., a Delaware Corporation Information Management Corporation TriTech Emergency Medical Systems Canada ULC TriTech Emergency Medical Systems, Inc. TriTech Delaware, LLC Vision Enterprises, Inc. Vision Acquisition, Inc. VisionAir, Inc. Voyager, Inc. Palermo Finance Corporation Tiburon, Inc. Xanalys Corporation Geo911, Inc. Masys Corporation TriTech Software Systems, a California Corporation TriTech Software Corporation, a Delaware Corporation Tiburon Limited Xanalys Corporation Geo Mobile, Inc. Compudyne Corporation INSURED: TT Holdings i. ane. POLICY #: 4034841338 POLICY PERIOD; 05/0112014 TO 0510112016 COMMERCIAL GENERAL LIABILITY CG 20 15 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -VENDORS This endorsement modifies Insurance pravided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Mame OfAdditional Insured Person(s) Or Or izatla s) (%%ndan Your Products ANY PERSON CR ORGANTRATTON product made irtentionaly by the vendor; WEEN YOU AND SUCH PERSON OR d. Repackaging, except when unpacked sDleiy CRGANT3,ATTON FAV17. A(=Rrr-) Ted for theur a of Ins p P� Inspection, tra- f?RITING IN A CONT -RA -CT OR tion, testing, or the substltution of of pets AURELMLNIT TL -AT bUUI— PURL ;;;V UR under instructions from the manufacturer, 1RGANT7ATTON PF A -)-)FP AS A4 and Shen repackaged In the original con - ADDITIONAL INSURED CN YOUR lairrer; P(,)- TC;Y. Information required tGeorriplete this Schedule, if not shown above, will be show -i in the Declarations. A Section It — 1Mco Is An Insured is amended to c. Any physical or churnical change ifr the include as an additional insured any pe•son(s) or product made irtentionaly by the vendor; organtzation(s) (refereed to below as vendor) d. Repackaging, except when unpacked sDleiy shaven in the Schedule, but only with respect to 'bodily "property for theur a of Ins p P� Inspection, tra- Injury" or damage" arising out of ' tion, testing, or the substltution of of pets four produrAc" shown in the Schedule which are under instructions from the manufacturer, distributed or sold In the regular course of the and Shen repackaged In the original con - vendor's business, subject to the follo%%Ang addi- lairrer; tional exclusions: 1. The insurance afforded the vendor does not a. Any failure to make such inspections, ad- Justments, tests or servicing as the vendor apply to: has agreed to make or normally undertakes a. 'bodily injury" or "property damage" for to make in the usual course of bus ness, in which the vendor is obligated to pay dam- connection with the distribution or sale of ages by reason of the assumption of Ilab lity the products; In a contract o• agreement. This exclusion f. Demonstration, nstallatlon, servicing or does not appry to liability for damage, that repair operations, except such operations the vendor would have In the absence of pertormsd at the vendor's premises in con - the contract or agreernard; nection with the sale of the product; 6. Any express warranty, unauthorized by you; CG 2015 07 04 0 180 Properties, Inc., 2004 Page 1 e4 2 g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container. part or ingredient of any other thing or substance by or for the ven- dor, or h. 'Bodily injury' or "property damage" arising out ur the We riegliYenoe of the veinlur fw its own acts or omissions or those of its emrloyees or anyone else acting on its be- half. However. this exclusion does not apply to: (1) The exceptions contained in Sub- paragraphs d. or f.: or (2) Such inspections; adjustments- tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business. in connec- tion with the distribution or sale of the products. 2. Ths iriwraric:e dues not uplAy to any insured .person or organization, from whom you have actlarad such products. or any ingredient. part or container, entering into, accompanying or jowaininc such products. Page 2 of 2 0ISO Properties, Inc., 2004 CG 2015 07 04