BOARD OF DIRECTORS REGULAR MEETING AGENDA · SANTA CRUZ REGIONAL 9-1-1 BOARD OF DIRECTORS REGULAR...

BOARD OF DIRECTORS REGULAR MEETING

AGENDA

September 26, 2019 SCR911 Conference Room Thursday 495 Upper Park Road 1:30 p.m. Santa Cruz, CA

1.0 ROLL CALL

2.0 CONSIDERATION OF LATE ADDITIONS OR CORRECTIONS TO THE AGENDA

3.0 ORAL COMMUNICATIONS Any person may address the Board during its Oral Communications period. Presentations must not exceed three (3) minutes in length, and individuals may speak only once during Oral Communications. All Oral Communications must be directed to an item not listed on today’s Consent or Regular Agenda, and must be within the jurisdiction of the Board. Board members will not take action or respond immediately to any Oral Communications presented, but may choose to follow up at a later time, either individually, or on a subsequent Board of Director’s Agenda.

4.0 CONSENT AGENDA

4.1 Approve Action Summary Minutes of May 16, 2019 Regular Meeting. 4.2 Accept and File Claims Report for May 1 to July 31, 2019. 4.3 Accept and File Reimbursement Claims from the General Manager for the

period ending July 31, 2019. 4.4 Accept and File a Listing of Current SCR9-1-1 Dispatchers. 4.5 Approve annual update of SCR9-1-1 Safety Plan. 4.6 Accept and File Final Year-End Budget Accounting for Fiscal Year

2018/2019

5.0 REGULAR AGENDA

5.1 Presentation Proclaiming Areli Sanchez Dispatcher of the Year for Fiscal Year 2018/19.

5.2 Approve modification to the existing Santa Cruz Metropolitan Records System (SCMRS) between the Authority and the Cities of Capitola, Santa Cruz, and Watsonville to add the County of Santa Cruz and authorize the Board Chairperson to sign and execute each individual agreement.

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Santa Cruz Regional 9-1-1 Board of Directors Regular Meeting Agenda

September 26, 2019 –

5.3 1) Approve a contract for the purchase, installation, and services to implement a complete law enforcement Records Management System (RMS) for Capitola, Santa Cruz, and Watsonville Police Departments, and the Santa Cruz County Sheriff’s Office. Authorize the General Manager to execute the Inform System Purchase Agreement, the Software Support Agreement, and the Subscription Service License and Use Agreement with TriTech Software Systems, a CentralSquare Technologies LLC and authorize the General Manager, in consultation with General Counsel, to make minor changes to the final documents and to execute Change Orders related to this project during its lifecycle. 2) Approve a lease purchase agreement with Government Capital Corporation (GovCap) in the amount of $1,645,597.33 to support the purchase of the RMS and authorize the General Manager, in consultation with General Counsel, to make minor changes to the final document and to execute the agreement. This action will commit the Authority to annual debt service payments of $169,564.72, paid quarterly, commencing in October 2020 and ending in October 2029, after Watsonville’s payment of $326,624.35 is applied. 3) Adopt Resolution 19-001 regarding procurement and financing of the records management system.

6.0 REPORT FROM THE GENERAL MANAGER

6.1 Hiring/Staffing Update

7.0 REPORT FROM THE CONTROLLER FOR THE AUTHORITY

7.1 Accept and File Revenue and Expense Reports from the Controller as of August 31, 2019 as presented in the meeting packet.

8.0 REPORT BY USERS COMMITTEE

9.0 CORRESPONDENCE

9.1 PARS OPEB Pre-Funding Trust Statements dated May1, 2019 – July 31, 2019.

10.0 ADJOURN

Information regarding agenda items: Copies of the staff reports or other written documentation relating to each item of business referred to on the agenda are on file in the business office of Santa Cruz Regional 9-1-1 and are available for public information. Any person who has a question concerning any of the agenda items may call the Clerk for the Board at 831-471-1000 Monday through Friday, 9:00 a.m. to 4:00 p.m.

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Santa Cruz Regional 9-1-1 Board of Directors Regular Meeting Agenda

September 26, 2019 –

In compliance with the Americans with Disability Act, if you need special assistance to participate in this meeting, please contact the Clerk for the Board at 831-471-1000. Notification 48 hours prior to the meeting will enable SCR9-1-1 to make reasonable arrangements to ensure accessibility to this meeting.

BOARD OF DIRECTORS REGULAR MEETING May 16, 2019

Action Summary Minutes

VOTING KEY: B = Bernal, G = Goldstein, V = Vides, P = Palacios First initial indicates “maker” of motion, second initial indicates the “second”, uppercase letter = “yes” vote by director, lowercase letter = “no” vote by director, ( ) = abstain, / / = absent.

1.0 ROLL CALL

The meeting was called to order at 1:40 p.m. by Chair Carlos Palacios. DIRECTORS PRESENT: Carlos Palacios, representing the County of Santa Cruz Jamie Goldstein, representing the City of Capitola Martín Bernal, representing the City of Santa Cruz (note: late arrival of 1:50 p.m.) ALTERNATES PRESENT: Tamara Vides, representing the City of Watsonville ALSO PRESENT: SCR911: General Manager Dennis Kidd; Systems Manager Amethyst Uchida; Operations Manager Stephanie French; and Beth Wann (Clerk) OTHERS: Attorney for the Authority Dana McRae; Operations Supervisor Tammy Spath; Systems Supervisor Wolff Bloss; Senior Systems Technician Nicola Torchio; GIS Technician Gabriella Langer; Badawi and Associates Independent Auditor Mitesh Desai; and Mark43 Representative Kirk Weir.

2.0 CONSIDERATION OF LATE ADDITIONS OR CORRECTIONS TO THE AGENDA

Kidd noted a replacement Board letter for Item 5.1.

3.0 ORAL COMMUNICATIONS

None.

BOD 09/26/19 Page 1

SANTA CRUZ REGIONAL 9-1-1 BOARD OF DIRECTORS REGULAR MEETING

May 16, 2019 MINUTES Page 2 of 3

4.0 CONSENT AGENDA 4.1 APPROVED Action Summary Minutes of April 25, 2019 Special Meeting. 4.2 ACCEPTED AND FILED Claims Report for March 1 to April 30, 2019. 4.3 ACCEPTED AND FILED Reimbursement Claims from the General Manager for

the period ending April 30, 2019. 4.4 ACCEPTED AND FILED a Listing of Current SCR9-1-1 Dispatchers. 4.5 APPROVED an agreement between the Authority and American Medical Response

(AMR) to renew communications services for a period of three (3) years and authorize the Board Chairperson to execute the agreement.

Vote: G, V, /B/, P

5.0 REGULAR AGENDA

5.1 ADOPTED Operating, Capital, Debt Service, and SCMRS Operating Budgets for Fiscal Year 2019/2020 as presented by the General Manager.

Vote: B, G, V, P

5.2 APPROVED an Employment Agreement between the Authority and the General

Manager as recommended and tentatively approved by the Board Chairperson and the General Manager.

Vote: G, V, B, P 5.3 ACCEPTED AND FILED Report from Systems Division Manager regarding Final

Ranking of Top Three Records Management System (RMS) Vendors and Provide Direction to Staff to Proceed with Negotiations. DIRECTED STAFF to work with Marcus Pimentel during contract discussions.

Vote: G, B, V, P

6.0 REPORT FROM GENERAL MANAGER 6.1 Long Term Capital Plan

Kidd reported the Long Term Capital Replacement Plan is not prepared yet and will be presented at the next meeting.

6.2 Rapid Deploy Product

Kidd reported the Authority will be the first to receive a new product called Rapid Deploy. This product is the State’s response to the need for location accuracy on wireless 9-1-1 calls until Next Generation 9-1-1 can be implemented. The Authority will begin using Rapid Deploy in June. He noted the product is fully funded by the State.

BOD 09/26/19 Page 2

SANTA CRUZ REGIONAL 9-1-1 BOARD OF DIRECTORS REGULAR MEETING

May 16, 2019 MINUTES Page 3 of 3

6.3 Retirement

Kidd asked the Board to join him in congratulating Uchida on the retirement of her husband, Dominic Guerrasio, from Santa Cruz Police Department effective today.

7.0 REPORT OF CONTROLLER FOR AUTHORITY

7.1 ACCEPTED AND FILED Report of Audit for Fiscal Year ending June 30, 2018 as Prepared and Presented by the Independent Auditor for the Authority.

Vote: G, B, V, P 7.2 ACCEPTED AND FILED Revenue and Expense Reports from the Controller as of

April 30, 2019 as presented in the meeting packet.

Vote: G, V, B, P

8.0 REPORT BY USERS COMMITTEE

No report.

9.0 CORRESPONDENCE

None.

10.0 ADJOURNED The meeting adjourned at 2:25 p.m. The next regular Board meeting is scheduled for:

Thursday, July 18, 2019 Santa Cruz Regional 9-1-1 1:30 p.m. Conference Room

Date: ______________ Approved: ___________________________

Matt Huffaker, Secretary

Action Summary Minutes by: Beth Wann, SCR9-1-1 Office Supervisor and Clerk of the Board

BOD 09/26/19 Page 3

DATE: August 26,2019

TO: Board of Directors, Santa Cruz Regional 9-1-1

FROM: Dennis Kidd, General Manager

SUBJECT: Item 4.2 -May 1, 2019 through July 31, 2019 Claims Report

The following SCR911 claims under $20,000 have been approved by the General Manager without prior Board of

Directors action, and submitted to the County Auditor/Controller for payment from the Operating Budget for the period of

May 1, 2019 through July 31, 2019

DATE PAYEE DESCRIPTION AMOUNT

1-May County of Santa Cruz Vendor claims charges FY 18/19 5,793.12

1-May County of Santa Cruz/ISD Open query-April 2019 3,686.01

4-May Caltronics Copier supplies-3/17-4/16/19 28.47

8-May AT&T 3/20/19-4/19/19 phone charges 392.24

8-May Verizon California Frontier emergency listing-May 2019 7.39

8-May Jan-Pro Janitorial service-May 2019 748.00

8-May CDW 6 UPS batteries 3,380.54

8-May Shred-it Shredding service-4/1/19 85.18

8-May First choice Coffee/Filters-4/24/19 143.99

8-May CDW Toner 75.29

8-May S Schorovsky Staff meeting supplies-5/8/19 21.45

8-May County Counsel 3rd qtr attorney charges 4,750.00

8-May Karla Hutton Logo graphic design revision 275.00

8-May City of Watsonville May alternate site rent 1,614.22

8-May SCMU Garbage/water/irrigation-3/13-4/12/19 667.42

15-May M Wallen Spatula for break room 8.71

15-May M Wallen Meeting supplies-5/8/19 12.47

16-May AT&T April phone charges 1,307.68

16-May Mission Linen Mats/towels-5/1/19 62.19

16-May Cardiff pest control Pest control and nest clean out - 2/5/19 270.00

16-May Santa Cruz Live Scan Rolling fee-Matas, Valdez,Lewis 90.00

16-May Department of Justice Fingerprinting-Matas,Valdez,Lewis 96.00

16-May K Ebersole Tuition reimbursement 1,500.00

16-May N Torchio Mileage to SJ airportfor NextGen911 site visit 39.79

16-May N Torchio Per Diem for NextGen911 site visit 34.00

16-May N Torchio Airfare for NextGen911 site visit 351.96

16-May N Torchio Rental car for NextGen911 site visit 47.77

16-May N Torchio Gas for rental car NextGen911 site visit 8.98

16-May Cradlepoint 1 yr NetCloud renewal 3/30/18-3/29/20 4,125.00

21-May Verizon cell May 2019 cell service 717.13

21-May West safety/Intrado Viper maintenance-April 2019 369.79

21-May Bogner Sheet Metal Tower HVAC maintenance 274.22

21-May Taylors Office City Copy paper 247.62

21-May Taylors Office City Office supplies 66.08

22-May AT&T 4/13/19-5/12/19 phone charges 4,139.59

22-May Badawi and Assoc FY 17/18 audit 14,100.00

22-May PGE Gas-4/3-5/2,Electric-4/8-5/7/19 5,319.65

25-May De Lage Landon May 2019 copier lease 155.14

27-May CDW Windows server licenses 860.96

28-May Matlock Landscape Landscape maintenance-May 2019 525.00

28-May CDW Printer toner and plotter paper 61.45

28-May Comcast Cable/internet-5/17-6/16/19 267.21

29-May Cardiff pest control Quarterly pest control 210.00

29-May Mission Linen Mats/towels-5/15/19 62.19

30-May County of Santa Cruz Payroll warrants and auto deposit charges 10,978.98

31-May AT&T 4/20/19-5/19/19 phone charges 392.98

31-May Shred-it Shredding-4/29/19 85.18

31-May Caltronics Copier supplies 4/17-5/16/19 34.71

31-May CDW Toner cartridges 99.70

31-May Taylors office Office supplies 72.25

31-May City of Watsonville June alternate site rent 1,614.22

1-Jun County of Santa Cruz/ISD Open query-May 2019 3,686.01

1-Jun County of Santa Cruz/ISD Open query-June 2019 3,686.01

4-Jun Jan-Pro Janitorial supplies-April 2019 390.08

5-Jun Jan-Pro Janitorial service-June 2019 748.00

5-Jun T Bisgaard Mail box key replication 54.63

10-Jun A Uchida Staff meeting supplies-6/5/19 21.96

10-Jun M Wallen Supplies for law task meeting-6/3/19 6.99

19-Jun Verizon California Frontier emergency listing-June 2019 7.39

19-Jun AT&T May 2019 phone charges 1,307.68

19-Jun AT&T 5/13/19-6/12/19 phone charges 4,151.23

19-Jun Amazon/US Bank Dishwasher door lock return shipping 9.99

19-Jun Amazon/US Bank Microwave oven 154.71

19-Jun CDW/US Bank Plotter print head 77.61

BOD 09/26/19 Page 4

Item 4.2 Claims Report

Page 2


19-Jun Staples/US Bank Handset shoulder rest 18.63

19-Jun Office depot/US Bank Handset shoulder rest 17.46

19-Jun Amazon/US Bank Screen cleaner kit 28.34

19-Jun Amazon/US Bank 32W package of 30 lightbulbs 88.69

19-Jun Amazon/US Bank 2 boxes of 12 count Kleenex 57.98

19-Jun Amazon/US Bank Office supplies 292.07

19-Jun K Fink Office supplies for background check 28.93

19-Jun Law enforcement psych svc Psychological evaluation-Spencer 400.00

19-Jun Santa Cruz Live Scan Rolling fee-Spencer,Barragan 60.00

19-Jun De Lage Landon June 2019 copier lease 155.14

19-Jun APCO/US Bank 3 CTO manuals-Higgins,Escobar,Maggio 285.69

19-Jun SCMU Garbage/water/irrigation-4/13-5/12/19 700.47

19-Jun M Wallen Supplies for fire task meeting-6/13/19 12.49

20-Jun Mission Linen Mats/towels-3/6/19 65.59

21-Jun Verizon cell June 2019 cell service 445.09

21-Jun Taylors office Office and break room supplies 37.21

21-Jun Dept of Justice Fingerprinting-new DA's 64.00

27-Jun AT&T 5/20/19-6/19/19 phone charges 392.82

27-Jun West safety/Intrado Viper maintenance-May 2019 369.79

27-Jun County of Santa Cruz Warehouse charges 63.00

27-Jun Comcast Cable/internet-5/13-6/12/19 267.21

27-Jun M Wallen Rinse agent for dishwasher 6.53

30-Jun Matlock Landscape Landscape maintenance-June 2019 525.00

30-Jun Contes Generator Service Annual generator service 1,874.73

30-Jun Shred-it Shredding-5/28/19 85.18

30-Jun Caltronics Copier supplies 5/17-6/16/19 29.07

30-Jun Amazon/US Bank Headphones and 2 hole punch 33.46

30-Jun Office Replacement/US Bank Handles for broken file cabinets 215.96

30-Jun Amazon/US Bank Facial tissues 55.96

30-Jun Amazon/US Bank Whirlpool main control board 193.43

30-Jun First choice Coffee/Filters-6/20/19 103.72

30-Jun Santa Cruz Medical Occupational Medical exam-Spencer 194.00

30-Jun IAED/US Bank EMD recertification-Brenner 50.00

30-Jun First Responders/US Bank Peer support class for Corley 388.13

30-Jun G Oros Final 18/19 mileage 21.92

30-Jun PGE Elec-5/8-6/6/19,Gas-5/3-6/3/19 6,333.43

30-Jun G Oros Mileage 2/4/19-6/12/19 253.46

5-Jul W Bloss Maintenance supplies 15.93

9-Jul AT&T June 2019 phone charges 1,307.68

9-Jul Verizon California Frontier emergency listing-July 2019 7.39

9-Jul PulsePoint Pulspoint renewal 7/1/19-6/30/19 8,000.00

9-Jul Informer Systems Schedule Express-7/1/19-6/30/20 6,480.00

9-Jul Santa Cruz Live Scan Rolling fee-Whittle,Guerrasio 60.00

9-Jul SCMU Water/Garbage-5/15-6/13/19 671.40

10-Jul Taylors Office Supply Office supplies 98.21

10-Jul City of Watsonville Alternate site rent-July 2019 1,614.22

11-Jul Department of Justice Fingerprinting 64.00

22-Jul Verizon cell Wireless charge-July 2019 450.41

22-Jul SMRN Fire dispatch.com-1st quarter 1,200.00

22-Jul ESRI Annual maintenance 4,290.62

22-Jul Priority Dispatch` Annual pro QA license renewal and support 13,080.00

22-Jul Mission Linen Mats/towels-7/10/19 62.19

22-Jul Morning sun mowing Mowing back meadow 450.00

22-Jul Jan-Pro Janitorial service-July 2019 748.00

22-Jul Haines and Co. Directory-FY 19 20 968.41

22-Jul CDW Microsoft Office licenses - 4 1,443.92

22-Jul Jan-Pro Janitorial supplies-July 2019 41.05

22-Jul DeLage Copier lease-July 2019 155.14

22-Jul SCMU Irrigation-June 2019 39.88

24-Jul County of SC/ISD 4th quarter radio maintenance 3,771.25

24-Jul City of Santa Cruz Annual generator health permit 884.00

24-Jul Shred-It Shredding-6/24/19 85.18

24-Jul Caltronics Copier supplies-6/17-7/15/19 16.10

24-Jul T Spath Ice for break room 4.49

24-Jul County Counsel 4th quarter attorney fees 1,250.00

24-Jul Law Enforcement Psych svc Psychological evaluation-3 new DA's 1,200.00

24-Jul Santa Cruz medical Medicals-Valdez, Matas, Barra 495.00

25-Jul Amazon/US Bank HP laserjet printer 293.88

25-Jul Amazon/US Bank Ice maker for break room 1,200.66

25-Jul Higher Ground Annual renewal FY 19/20 8,904.67

25-Jul West Safety Solution Viper maintenance-June 2019 369.79

25-Jul Matlock Landscape maintenance-July 2019 525.00

25-Jul Mission Linen Mats/towels-5/29/19 63.89

25-Jul HomeDepot/US Bank Hinge for cabinet repair 6.19

25-Jul Amazon/US Bank Protection plan for ice maker 168.99

25-Jul Amazon/US Bank Replacement batteries for headsets 83.75

25-Jul VistaPrint/US Bank Business cards for emergency notification 76.67

25-Jul UPS/US Bank Shipping for return of ice maker control board 16.76

25-Jul Taylors Office Supply Office supplies 76.44

25-Jul PGE Elec-6/7-7/8/19,Gas-6/4-7/2/19 7,708.52

25-Jul Comcast Cable/internet-7/17-8/16/19 269.81

26-Jul Amazon/US Bank Tools, filters and tube wrap 104.41

27-Jul Amazon/US Bank Wall mount for monitor 19.98

31-Jul AT&T 6/13-7/12/19 phone charges 4,143.41

31-Jul First choice Coffee/filters-7/22/19 41.82

31-Jul SCMU Water/Garbage 6/14-7/13 676.10

AUDITOR GRAND TOTAL 172,499.00

BOD 09/26/19 Page 5


Page 3


The following SCR911 claims over $20,000 have been approved by the General Manager without prior Board of

Directors action, and submitted to the County Auditor/Controller for payment from the Operating Budget for the period of


9-Jul SDRMA Property/liability insurance FY 19/20 62,088.65

22-Jul Motorola Solutions P1CAD maintenance and support-FY 19/20 387,867.00


The following SCR911 claims have been approved by the General Manager, in accordance with the authority granted by the Board of

Directors, and submitted to the County Auditor/Controller for payment from the SCR911 Salaries/Benefits Budget for the period of



10-May PERS Medical premium-May 2019 56,996.03

15-May Retirees July prepaid medical benefits 6,472.04

28-May MHN EAP-June 2019 508.13

10-Jun PERS Medical premium-June 2019 56,857.21

19-Jun Retirees August prepaid medical benefits 6,166.11

22-Jun MHN EAP-July 2019 508.13

10-Jul PERS Medical premium-July 2019 63,709.36

10-Jul Retirees September retiree medical benefits 6,166.11

22-Jul MHN EAP-August 2019 539.24



Directors action, and submitted to the County Auditor/Controller for payment from the Capital Budget for the period of



None

AUDITOR GRAND TOTAL -

The following SCR911 claims over $20,000 have been approved by the General Manager, in accordance with the authority granted

by the Board of Directors, and submitted to the County Auditor/Controller for payment from the Capital Budget for the period of



None -

AUDITOR GRAND TOTAL -

The following SCMRS claims under $20,000 have been approved by the General Manager without prior Board of

Directors action, and submitted to the County Auditor/Controller for payment from the SCMRS Budget for the period of



8-May B Wann Meeting supplies for RMS demo days 18.97

16-May Cradlepoint 1 yr NetCloud renewal 3/30/18-3/29/20 4,125.00

16-May A Uchida Per diem for SCMRS site visit 92.00

16-May W Bloss Per diem for SCMRS site visit 92.00

16-May A Uchida Mileage to various RMS sites 265.06

21-May Verizon cell SCMRS-May 2019 cell 145.15

10-Jun Maria Wallen Mid manager and Chiefs meeting-5/21/19 and 6/3/19 20.66

19-Jun Southwest Airlines/US Bank Airfare to RMS demonstration in Ontario-Uchida,Bloss 379.92

19-Jun Modern Shuttle Transport/US Bank Shuttle service from Ontario airport to Riverside 246.46

19-Jun San Jose Airport Parking/US Bank Parking for RMS site visit to Riverside Police Dept. 30.00

21-Jun Verizon cell SCMRS-June 2019 cell 145.15

27-Jun M Wallen SCMRS meeting-6/25/19 6.70

22-Jul Verizon cell SCMRS-July 2019 cell 146.20

22-Jul Identity Automation Dual factor authentication 2,867.00

25-Jul M Wallen Supplies for SCMRS meeting-7/16/19 4.99

31-Jul Day Wireless 19/20 maintenance renewal 1,866.72

31-Jul Stormwind Ultimate access-Oros, Uchida 3,980.00


The following SCMRS claims over $20,000 have been approved by the General Manager, in accordance with the authority granted

by the Board of Directors, and submitted to the County Auditor/Controller for payment from the SCMRS Budget for the period of



11-Jul SDRMA Workers comp-FY 19/20 32,695.70


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Page 4


The following SCR911 claims have been approved by the General Manager, in accordance with the authority granted by the Board of

Directors, and submitted to the County Auditor/Controller for payment from the SCMRS Salaries/Benefits Budget for the period of



1-May MHN EAP SCMRS-May 2019 31.11

10-May PERS May 2019 medical premium 1,329.48

1-Jun MHN EAP-SCMRS-June 2019 31.11

10-Jun PERS June 2019 medical premium 1,329.48

1-Jul MHN EAP-July 2019 31.11

10-Jul SDRMA 19/20 workers compensation premium 1,720.00

10-Jul PERS July 2019 medical premium 3,271.28

24-Jul MHN EAP-August 2019 31.11



Directors action, and submitted to the County Auditor/Controller for payment from the Debt Service Budget for the period of



8-May Harrel and Co. Prepare and file lease revenue bond disclosure report 1,250.00

10-May Bank of New York Lease revenue bond administration fee 1,905.00


The following SCR911 claims over $20,000 have been approved by the General Manager, in accordance with the authority granted

by the Board of Directors, and submitted to the County Auditor/Controller for payment from the Debt Service Budget for the period of



18-May Bank of New York Lease revenue bond 2012 interest payment #2 69,996.89

18-May Bank of New York Annual lease revenue bond payment 145,000.00


The following SCR911 contracts/purchase orders (over $2,500 but under $20,000) have been approved by the General Manager, in

accordance with the authority granted by the Board of Directors for the period of:



26-Jul Cradlepoint Renewal of all Cradlepoints under SCMRS 9,256.55

BOD 09/26/19 Page 7

Date: August 27, 2019

To: Board of Directors, Santa Cruz Regional 9-1-1

From: Dennis Kidd, General Manager

Subject: Item 4.3, Claims from the General Manager

The following is an accounting of the General Manager's reimbursable expenses

for the period of May 1, 2019 thru July 31, 2019

DATE DESCRIPTION AMOUNT

22-May Mileage to Bakersfield-NextGen911 to be reimb by Cal911 284.78

23-May Mileage to Mountain View-Background on D Spencer 42.92

Total $327.70

BOD 09/26/19 Page 8

DATE: September 18, 2019 TO: Board of Directors, SCR 9-1-1

FROM: Dennis Kidd, General Manager SUBJECT: Item 4.4, Current SCR9-1-1 Dispatchers

RECOMMENDATION Accept and file a listing of current SCR 9-1-1 dispatchers. DISCUSSION As of September 18, 2019, there are 38 occupied FTE. Of these, three are in the

training program. Since our last board meeting, we lost:

• Two dispatchers resigned. • One Dispatcher Assistant was released during the training program

We gained

• Three new hires as Public Safety Dispatcher Assistant I We currently have an open recruitment and are expected to hire four to begin in December 2019.

BOD 09/26/19 Page 9

SALARY

NAME MO DAY YEAR STEP

CONNER, Valerie 11 5 1984 8 Dispatcher II

KIFF, Anna 5 18 1986 8 Dispatcher II

MINOGUE, Teresa 4 24 1990 8 Sr. Dispatcher III

SUMNER, Dave 1 2 1996 8 Dispatcher II

SHERWOOD, Melanie 11 2 1999 8 Dispatcher II

EBERSOLE, Kristine 10 30 2000 8 Dispatcher II

MARIZETTE, Abigail 8 12 2002 8 Sr. Dispatcher III X

BALDWIN, Ashley 7 3 2006 8 Sr. Dispatcher III

FAROTTE, Lyndsay 7 3 2006 8 Sr. Dispatcher III

MELLO, Eric 2 9 2008 8 Dispatcher II

LOFTIN, Gina 7 14 2008 8 Dispatcher II

GUERRERO, Joe 10 4 2010 7 Dispatcher II X

DAVIDSON, Andrew 10 1 2011 8 Dispatcher III

HIGGINS, Kristal 10 1 2011 8 Dispatcher II

SURRAN, Billie 2 29 2012 8 Dispatcher II

FLORES, German 5 21 2012 8 Dispatcher II X

CORRAL, Christina 2 11 2013 6 Dispatcher II

CASTRO, Annie 2 11 2013 8 Dispatcher III

BIRKETT, Michael 8 6 2013 8 Dispatcher II

SANCHEZ, Areli 9 2 2013 8 Dispatcher II X

MAGGIO, Jennifer 12 9 2013 8 Dispatcher II

SPHAR, Stephanie 9 8 2014 7 Dispatcher III

MAC MULLAN, Abigail 1 4 2016 7 Dispatcher II

RIOS, Ariana 6 20 2016 3 Dispatcher II

PRECIADO, Samantha 12 5 2016 3 Dispatcher II

CORLEY, Dillon 12 5 2016 5 Dispatcher II

SOSA-SHOWERS, Kindra 7 24 2017 4 Dispatcher II

RICKABAUGH, Kimberly 7 24 2017 4 Dispatcher II

ZEPEDA, Paola 8 1 2018 4 Dispatcher II X

TORRES, Maria (Rose) 8 1 2018 3 Dispatcher II X

HEBERER, Cooper 11 19 2018 2 Dispatcher I

LAMAR, Sheena 12 15 2018 5 Dispatcher II

BRENNER, David 5 18 2019 8 Dispatcher III

SPENCER, Deanne 5 20 2019 4 Dispatcher II

0

SALARY

NAME MO DAY YEAR STEP

ESCOBAR, Anne 6 20 2016 8 Dispatcher Assistant II

NORLIN, Christopher 8 1 2018 5 Dispatcher Assistant II

VALDEZ, Paolina 7 8 2019 4 Dispatcher Assistant II

BARRAGAN, Sophia 7 8 2019 1 Dispatcher Assistant II X

38 Total Number of Dispatchers/Dispatcher Assistants

38 FTE Occupied

CURRENT SCR9-1-1 DISPATCHERS

CURRENT SCR9-1-1 DISPATCHER ASSISTANTS

SENIORITY DATE COMMENTS

(X = BILINGUAL)

SENORITY DATE COMMENTS

(X = BILINGUAL)

Page 1 As of 9/18/2019

BOD 09/26/19 Page 10

DATE: September 19, 2019 TO: Board of Directors, Santa Cruz Regional 9-1-1 FROM: Beth Wann, Safety Coordinator SUBJECT: Item 4.5, Annual Review of Authority Safety Plan RECOMMENDATION:

Conduct an annual review of the Authority’s Safety Plan, direct modifications, accept and file the plan.

BACKGROUND AND DISCUSSION: Under the terms and conditions of your membership (JPA) agreement with the Special District Risk Management Authority (SDRMA), the Authority is eligible for discounted insurance premiums for periodically reviewing and updating a Safety Plan. The last Board review was conducted September, 2018. Attached is an updated copy of the Authority Safety Plan for your review. No changes were made.

Approved by: Dennis Kidd, General Manager

BOD 09/26/19 Page 11

1

SANTA CRUZ REGIONAL 9-1-1

LOSS CONTROL, INJURY AND ILLNESS PREVENTION

SAFETY PLAN

Revised: September 27, 2018September 26, 2019

Prepared by: Dennis Kidd, General Manager

BOD 09/26/19 Page 12

2

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SANTA CRUZ REGIONAL 9-1-1 LOSS CONTROL, INJURY AND ILLNESS PRVENTION

SAFETY PLAN

Table of Contents

1.0 INTENT .............................................................................................................................. 5

2.0 RESPONSIBILITIES .......................................................................................................... 5

2.1 General Manager ..................................................................................................... 5

2.2 Safety Coordinator .................................................................................................. 5

2.3 Operations Supervisors ........................................................................................... 6

2.4 Employees ............................................................................................................... 6

3.0 COMPLIANCE ................................................................................................................... 6

3.1 Management ............................................................................................................ 6

3.2 Supervisors .............................................................................................................. 6

3.3 Employees ............................................................................................................... 6

4.0 COMMUNICATION .......................................................................................................... 7

4.1 System of Communications .................................................................................... 7

4.2 Safety Committee .................................................................................................... 7

4.3 Safety Suggestions and Hazard Reporting .............................................................. 8

5.0 HAZARD IDENTIFICATION AND EVALUATION ....................................................... 9

5.1 Safety Inspections ................................................................................................... 9

5.2 Inspection Schedule ................................................................................................ 9

5.3 Hazard Commnication Program Element ............................................................... 9

5.4 Training and Instruction ........................................................................................ 10

5.5 Outside Contractors .............................................................................................. 11

6.0 INJURY/ILLNESS INVESTIGATION ............................................................................ 11

6.1 Investigation .......................................................................................................... 11

6.2 Tracking of Hazards and Correction ..................................................................... 11

6.3 Reporting to Cal-OSHA ........................................................................................ 12

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7.0 CORRECTION OF HAZARDS ....................................................................................... 12

7.1 Imminent Danger .................................................................................................. 12

7.2 Correction Process ................................................................................................ 12

8.0 TRAINING ....................................................................................................................... 13

8.1 Receipt of Training ............................................................................................... 13

8.2 Training Responsibility ......................................................................................... 13

9.0 RECORD KEEPING ........................................................................................................ 14

10.0 SAFETY RULES AND PROCEDURES ......................................................................... 15

10.1 General .................................................................................................................. 15

11.0 OFFICE SAFETY ............................................................................................................. 17

12.0 TOOLS AND SHOP ......................................................................................................... 17

13.0 LADDER SAFETY .......................................................................................................... 18

13.1 Portable Ladder Use .............................................................................................. 18

13.2 Step Ladders .......................................................................................................... 18

14.0 FIRE SAFETY .................................................................................................................. 18

15.0 VEHICLES ....................................................................................................................... 19

15.1 Private Vehicles .................................................................................................... 19

16.0 EMERGENCY MEDICAL PROCEDURES .................................................................... 19

16.1 Work Related Injuries ........................................................................................... 19

16.2 First Aid ................................................................................................................ 20

16.3 Emergency Medical Response .............................................................................. 20

16.4 Non-Emergency Work Related Injuries ................................................................ 20

16.5 Work Related Illness ............................................................................................. 20

16.6 Work Related Injury/Illness Reporting ................................................................. 21

17.0 SPECIFIC INCIDENT RESPONSE SAFETY PLANS ................................................... 21

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SANTA CRUZ REGIONAL 9-1-1

LOSS CONTROL, INJURY AND ILLNESS PREVENTION

SAFETY PLAN

1.0 INTENT

Establishing a loss control, injury and illness prevention safety plan (hereto referred to as the Safety Plan) is intended to provide guidelines to ensure a safe working environment, identify responsibilities, provide direction for specific incidents, and maintain a safe workplace.

2.0 RESPONSIBILITIES

2.1 General Manager

2.1.1 The General Manager is responsible for long term risk financing and risk management strategies. The General Manager works closely with the Governing Board on all insurance funding, loss control and related risk management issues. The General Manager is SCR9-1-1’s authorized contact with California Special District Association (CSDA) and Special District Risk Management Authority (SDRMA).

2.1.2 The General Manager is responsible for managing the training of all employees including, but not limited to, determining what training is necessary for new and existing employees and coordinating the retraining of employees on safety issues.

2.1.2.1 The General Manager will utilize the Training Unit for this process.

2.2 Safety Coordinator

2.2.1 The Safety Coordinator is responsible for implementing and maintaining the Injury and Illness Prevention Program. Employees can notify the Safety Coordinator of any occupational safety, health issue or worksite hazard verbally, in writing, voice mail or email.

2.2.2 The Safety Coordinator serves as the Chair of the Safety Committee. Authority to act in this capacity is delegated by the General Manager.

2.2.3 The Safety Coordinator is responsible for follow-up of all claims as directed in Policy No. 2010, Processing Workers Compensation/Injured Worker’s Claims, including, but not limited to, the accident investigation report, hazard mitigation and distribution of completed forms.

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2.3 Operations Supervisors

2.3.1 Operations Supervisors are responsible for following the procedures established in Policy No. 2010, Processing Workers Compensation/Injured Worker’s Claims.

2.4 Employees

2.4.1 Employees accept responsibility for active participation in all aspects of the safety and health program including:

• Abiding by all SCR9-1-1 safety rules and regulations;

• Continuous practice of safe work habits; and

• Assisting in keeping work areas clean and hazard free; and

• Participate in safety related training.

3.0 COMPLIANCE

3.1 Management

3.1.1 Management accepts responsibility for leadership of the safety and health program, for its effectiveness and improvement, and for providing safeguards required to ensure safe conditions.

3.2 Supervisors

3.2.1 Supervisors accept responsibility for developing proper attitudes toward safety and health in themselves and in those they supervise, and for ensuring that all operations are performed with the utmost regard for the safety and health of all personnel involved, including themselves.

3.2.2 Supervisors will evaluate employee’s compliance with safe work practices as part of the employee’s regular performance review.

3.2.3 Supervisors will acknowledge, in writing, employees who make a significant contribution toward the maintenance of a safe workplace. The written acknowledgment will be maintained in the employees personnel file.

3.3 Employees

3.3.1 It is the responsibility and obligation of each employee to comply with the Safety Plan, obey all occupational safety and health standards, rules, regulations and orders issued according to law, and to attend scheduled job training and instruction.

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3.3.2 Employees who are unaware of correct safety and health procedures are trained or retrained.

3.3.3 Employees who fail to follow safe work practices and/or procedures, or who violate organizational rules or directives are subject to disciplinary action, up to and including termination.

4.0 COMMUNICATION

4.1 System of Communications

4.1.1 Management recognizes that open, two-way communication between management and staff on health and safety issues is essential to an injury free, productive workplace.

4.1.2 The following system of communication is designed to facilitate a continuous flow of safety and health information between management and staff.

4.1.2.1 An orientation is given to all new employees which includes training on the Safety Plan, Employee Wellness Program, and all safety and health related policies and procedures.

4.2 Safety Committee

4.2.1 There will be a SCR9-1-1 Safety Committee consisting of the General Manager, the Safety Coordinator, at least one (1) dispatch representative from each team, and one (1) Systems Division representative.

4.2.2 The Safety Committee will meet at least once every three months.

4.2.2.1 At least three working days prior to each meeting, the Safety Coordinator will prepare and distribute a written agenda similar to the form attached as Form 1 (see Appendix A).

4.2.2.2 After each meeting, the Safety Coordinator will prepare and distribute to the Committee members written minutes of the meeting briefly describing the safety and health issues discussed at the meeting similar to the form attached as Form 2 (see Appendix A).

4.2.3 The Safety Committee will perform the following functions:

• Review the results of periodic workplace inspections.

• Review any investigations of occupational accidents and causes of incidents resulting in occupational injury, occupational illness or exposure to hazardous substances, and where appropriate, submit suggestions to the General Manager for the prevention of future

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occurrences.

• Review any alleged workplace hazard, unsafe condition or unsafe work practice brought to the attention of any committee member, and when determined necessary by the committee, conduct its own inspection and investigation to assist in remedial solutions.

• Review any employee hazard reports, and submit recommendations to the General Manager to assist in the evaluation of employee safety suggestions.

• Upon the request of the State Division of Occupational Safety and Health, verify abatement actions taken by SCR9-1-1 to abate citations issued by the Division.

• Discuss and make recommendations concerning any other matters related to the health and safety of SCR9-1-1 employees.

• Periodically review and evaluate past employee safety, injury, and illness records and other available documentation concerning employee safety, injuries and illnesses to identify recurring problems and initiate appropriate corrective or remedial actions to avoid such problems in the future.

• On all workers compensation losses or claims, compare the date and time of injury with the date and time the employee gave notice of the accident to their supervisor. Compare the date of notice with the date and time employee first received medical attention. Did the employee go to the medical provider selected and approved by SCR9-1-1? If not, why not?

4.3 Safety Suggestions and Hazard Reporting

4.3.1 Employees are encouraged to immediately report to the Safety Coordinator, their Supervisor, Senior Dispatcher (Lead), or any Safety Committee member any actual or suspected workplace hazard, unsafe condition or unsafe work practice.

4.3.1.1 Such a report should be made via an SCR9-1-1 Intranet Concern/Inquiry Form – “Safety,” or utilizing the employee hazard report form attached as Form 4 (see Appendix A).

4.3.1.2 As an alternative, the employee may report orally. If an oral report is made to the Safety Coordinator, a Supervisor, Senior Dispatcher (Lead), or a member of the Safety Committee, the recipient will prepare the Employee Hazard Report. All Employee Hazard Reports will be immediately submitted to the Safety Coordinator. The Safety Coordinator will investigate the report and forward it to the General Manager along with recommendations, if applicable.

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Upon approval by the General Manager, the Safety Coordinator will implement any appropriate corrective or remedial measures in a timely manner. A copy of the original report will be returned to the reporting party with sections completed denoting actions taken, if any.

5.0 HAZARD IDENTIFICATION AND EVALUATION

5.1 Safety Inspections

5.1.1 The Safety Coordinator will be responsible for making periodic workplace inspections in order to identify and evaluate workplace hazards, unsafe conditions and unsafe work practices.

5.1.1.1 The General Manager may, at his/her discretion, arrange for such inspections to be conducted by outside sources, e.g. the State Division of Occupational Safety and Health Consultation Service, or private risk management consultant. In conducting such inspections, the inspector will utilize the Workplace Safety Inspection Report Form 3 (see Appendix A), taken from the “Self-Inspections” checklist recommended by CAL/OSHA.

5.2 Inspection Schedule

5.2.1 Every four months and/or;

5.2.2 Whenever new processes, procedures, or equipment are introduced to the workplace that represent a new occupational safety or health hazard; and

5.2.3 Whenever the Safety Coordinator is made aware of a new or previously unrecognized hazard.

Note: For any inspections triggered under 5.2.2 or 5.2.3, the inspection may be limited to the work areas and systems that may be affected by the new information.

5.2.4 There will be no reprisal or discipline against an employee as a result of the employee’s report of a workplace hazard, unsafe condition, or unsafe practice. The Safety Committee will review all reports at the subsequent Safety Committee meeting.

5.3 Hazard Communication Program Element

5.3.1 This hazard communication program element of SCR9-1-1’s Safety Plan is intended to minimize the risk of hazardous substances found in the workplace.

5.3.2 Copies of all Material Safety Data sheets (MSDS) for all hazardous substances to which employees of SCR9-1-1 may be exposed are kept in

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the front office.

5.3.2.1 The Safety Coordinator is responsible for obtaining and maintaining MSDS for SCR9-1-1. MSDS will be reviewed for completeness by the Safety Coordinator by checking each of the eight (8) sections for completeness. If a MSDS is missing or obviously incomplete, a new MSDS will be requested from the manufacturer. The State Division of Occupational Health will be notified if a complete MSDS is not received.

5.3.2.2 MSDS’s are available to all employees for review during regular work hours. If an employee learns that an MSDS is not available, or a new hazardous substance(s) is used in the workplace without an MSDS, the employee must contact the Safety Coordinator or Supervisor immediately.

5.3.3 All hazardous substances must be pre-approved prior to usage. Hazardous substances will only be used in strict accordance with the label instructions and warnings, and the data, precautions and procedures for handling, storage disposal and use are contained on the MSDS. Hazardous substances will not be used by SCR9-1-1 employees unless the container is properly labeled with the following:

• The contents

• Name of the manufacturer

• Hazard warnings

• Exposure Information

5.3.4 For any employee(s) who may be exposed to hazardous substances in the SCR9-1-1 workplace, the Safety Coordinator will provide such employees with a copy of this hazard communication program and instruct the employees about the hazardous substances as reflected on the MSDS. Such training will be given at the time of an employee’s initial assignment to a work area where the employee may be exposed to hazardous substances, and whenever a new hazard is introduced into the work area.

5.4 Training and Instruction

5.4.1 The training and instruction must consist of at least the following topics:

5.4.1.1 Information on where hazardous substances are stored and used.

5.4.1.2 The location of and how to review or obtain a copy of MSDSs.

5.4.1.3 The details of the hazardous communication program, including an explanation of how to read, understand and use container labels

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and MSDSs.

5.5 Outside Contractors

5.5.1 In order to protect outside contractors and their employees who may work in the SCR9-1-1 workplace and be exposed to hazardous substances, prior to commencing any work where there may be such exposure, the Safety Coordinator will provide the contractor with information concerning the hazardous substance(s) and appropriate precautions and protective measures that the contractor and its employees can take to prevent the possibility of exposure.

6.0 INJURY/ILLNESS INVESTIGATION

6.1 Initial Report

6.1.1 As soon as possible after a workplace accident or report of occupation injury or illness, the Supervisor, or their designee, will complete the applicable sections of the Supervisor’s Report of Employee Injury (Form 5 in Appendix A) and forward it to the Business Division (front office) as soon as possible. The front office will provide a copy of the completed form to the Safety Coordinator.

6.2 Investigation

6.2.1 After receiving the Supervisor’s Report of Employee Injury (Form 5 in Appendix A), the Safety Coordinator will conduct an appropriate accident/injury/illness investigation.

6.2.2 Any necessary authorized corrective or remedial measures will be taken in a timely manner and documented on the report.

6.2.3 In all cases, the reports along with an explanation of action(s) taken, or not taken, will be returned to the original reporting party, as well as the General Manager.

6.3 Tracking of Hazards and Correction

6.3.1 The Safety Coordinator and the Safety Committee will track all reported, known, and suspected workplace hazards, unsafe conditions or unsafe work practices identified through hazard reports.

6.3.2 The Safety Coordinator and the Safety Committee will utilize the procedures set forth in 5.1 and 6.2.1 to ensure that all appropriate remedial or corrective measures are taken. The Safety Coordinator or the Safety Committee will indicate on the appropriate form and in the Committee minutes the date and nature of any corrective measure, or why a corrective or remedial measure was not necessary or was not taken, and any other appropriate comments.

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6.3.3 In all cases the reports, along with an explanation of actions taken, or not

taken, will be returned to the original reporting party, as well as the General Manager.

6.4 Reporting to Cal-OSHA

6.4.1 The Safety Coordinator, or designee, will report the following incidents orally, in person or by telephone, to the closest area office of CAL-OSHA within eight (8) hours of occurrence:

6.4.1.1 Fatalities

6.4.1.2 In-patient hospitalization of three (3) or more employees

6.4.2 The following information must be given:

6.4.2.1 Establishment name

6.4.2.2 Location of incident

6.4.2.3 Time of incident

6.4.2.4 Number of fatalities or hospitalized employees

6.4.2.5 Contact person

6.4.2.6 Phone number

6.4.2.7 Brief description of the incident

7.0 CORRECTION OF HAZARDS

When a hazard exists, it is corrected in a timely basis based on the severity of the hazard.

7.1 Imminent Danger

7.1.1 If imminent danger exists to any employees, management and/or supervisors will immediately act to remove or mitigate the danger (refer to specific incident response safety plans –Section 2100: Safety Program

Procedures of the SCR9-1-1 Policy and Procedure Manual.

7.2 Correction Process

7.2.1 Personnel who are provided with the necessary safeguards and training will correct the hazard. The correction process is based upon information obtained from employees, inspections and investigation.

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8.0 TRAINING

8.1 Receipt of Training

8.1.1 Training will be provided to appropriate Authority employees as soon as practical after the establishment of this plan to the following groups of employees:

• All new employees upon hire;

• All employees given a new job assignment for which training has not been previously received;

• To all affected employees whenever substances, processes, procedures or equipment are introduced to the workplace and represent a new hazard;

• To all affected employees whenever the Safety Coordinator, member of the Safety Committee, or any supervisor is made aware of a new, previously unrecognized hazard;

• To all supervisors to familiarize themselves with the safety and health hazards to which employees under their immediate direction and control may be exposed.

8.2 Training Responsibility

8.2.1 The Safety Coordinator will work closely with the Training Unit to ensure:

• That all employees know how to safely perform their job duties;

• Are knowledgeable about the materials and equipment they work with;

• Are made aware of known hazards and how they are controlled;

• Are made familiar with this illness and prevention plan, safety rules, proper use of tools and equipment, proper protective equipment as needed, and proper methods of sitting, typing, and lifting;

• Know how, when and where to report injuries and suspected workplace hazards, unsafe conditions or unsafe work practices;

• Know the importance of safe and neat housekeeping, special hazards of the job, and safe operation of all equipment used in their work assignment; and

• Receive regular and ongoing training in First Aid, CPR, and in the use of the Automated External Defibrillator (AED) along with the bag-valve mask.

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• Are knowledgeable of the Medical Provider Network and Company Nurse program.

8.2.2 The Training Unit will prepare appropriate written documentation to document all training and instruction provided to employees. The training and instruction documentation will include:

• The name of all employees who attended;

• Training dates;

• Subject of training;

• Types of training;

• Training provider(s).

9.0 RECORD KEEPING

9.1 SCR9-1-1 will maintain the following records for a minimum of three years:

9.1.1 Schedule of inspections to identify unsafe conditions or work practices with the name(s) of person(s) conducting the inspections.

9.1.2 Any action taken to correct unsafe conditions or practices.

9.1.3 Schedule of safety and health training conducted by the organization to include employee name, training dates and type of training.

9.1.4 Dates and minutes of Safety Committee meetings.

9.2 The Safety Coordinator or the designee of the General Manager will keep and maintain written records of all:

9.2.1 Safety Committee Meetings agendas and minutes;

9.2.2 Workplace safety inspection reports;

9.2.3 Employee hazard reports;

9.2.4 Accident investigation reports;

9.2.5 Obtain a report on every injury or illness requiring medical treatment or any incident which might give rise to a worker’s compensation claim;

9.2.5.1 Employee’s Claim for Worker’s Compensation Benefits (Division of Worker’s Compensation Form 1)

9.2.5.2 Employer’s Report Form 5020 online at York Insurance Services.

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9.2.6 Record each injury or illness on the CAL/OSHA Log and Summary of Occupational Injuries and Illnesses (CAL/OSHA Form 300);

9.2.7 Prepare a Supplementary Record of the Occupational Injuries and Illnesses on CAL/OSHA Form 101.

9.2.8 Annually prepare the Summary CAL/OSHA Form 300, post it no later than February 1, and keep it posted where employees can see it until March 1.

9.2.9 These documents will be maintained for at least five (5) years. The above documents will be made available upon request to any member of the Safety Committee and to the State Division of Occupational Safety and Health.

10.0 SAFETY RULES AND PROCEDURES

10.1 General

10.1.1 All work related accidents and injuries, suspected work related injuries or illnesses, and known workplace hazards, unsafe conditions or unsafe work practices must be immediately reported to the employee’s supervisor. Supervisor will report the incident to the Safety Coordinator as soon as practicable.

10.1.2 An employee will not operate any machinery or equipment until he or she has received instruction and training.

10.1.3 Horseplay, scuffling and other acts which tend to have an adverse effect on the safety or well-being of employees is prohibited.

10.1.4 All spilled oil, grease, water and other liquids must be cleaned up immediately by the person responsible for the spill.

10.1.5 Fire extinguishers must be kept accessible at all times. Fire hydrants and areas around sprinkler heads must be kept free and clear of obstructions.

10.1.6 All exits must be kept clear and useable at all times.

10.1.7 All work areas must be kept clean and orderly.

10.1.8 Restrooms must be maintained in a clean and sanitary manner.

10.1.9 Electrical outlets are not to be overloaded, and the use of extension cords should be minimized.

10.1.10 All equipment and machines will be operated only in their intended manner and in accordance with safe operating procedures.

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10.1.11 First aid kits must be kept well stocked and easily accessible.

10.1.12 Proper lifting techniques will be utilized when moving boxes, equipment, files etc.

10.1.13 Materials will not be stored against doors or exits, fire ladders, or fire extinguishers.

10.1.14 Garbage and trash will be disposed of in proper waste containers.

10.1.15 Spitting on the floor is prohibited.

10.1.16 Hand trucks will be loaded in such a manner as to avoid the possibility of spilling and will be pulled when in transit except when going down an incline or placing the load in position.

10.1.17 Protruding nails in boxes, skids or other containers will be removed or made flush.

10.1.18 Sunglasses will not be worn indoors.

10.1.19 Inappropriate footwear or shoes with thin or badly worn soles will not be worn.

10.1.20 Footwear will be worn at all times.

10.1.21 No employee will remove, damage, destroy, or tamper with any safety or protective device, safeguard notice or warning.

10.1.22 No unauthorized personnel will climb onto or be on the roof of the Communications Center or the tower structure.

10.1.23 Personnel should not walk onto golf course property, and always be mindful of golf carts and golfing activity.

10.1.24 Chemicals classified as “Hazardous materials” or “hazardous substances” as defined by the State Division of Occupational Safety and Health will not be purchased, brought into the workplace, or used without the appropriate Material Safety Data Sheets (MSDS) and container label.

10.1.25 Any hazardous material or hazardous substance will be used only in strict accordance with the label instructions and the data, precautions and procedures for handling, storage, disposal and use contained on the MSDS.

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11.0 OFFICE SAFETY

11.1 Files, equipment or other items will not be left on the floor so as to present a tripping hazard.

11.2 Only one file cabinet drawer will be opened for use at a time and file cabinet drawers will be closed when not in use.

11.3 There will be no beverages in the immediate vicinity of any electrical equipment, including computer keyboards and monitors, processing units, typewriters, copiers and fax machines, unless the beverage has been placed in an approved safety cup.

11.4 Employees will advise their supervisor or the Safety Coordinator if background lighting causes glare or a reduced clarity of vision on a video display terminal (VDT) screen. Where necessary, appropriate glare screens will be placed on VDTs to avoid injury or eyestrain.

11.5 Correct posture will be maintained to prevent injury to the back, neck, hands, wrists or other body parts.

11.6 All office equipment will be maintained according to manufacturer’s specifications or industry ergonomic standards and repairs will be performed only by trained personnel.

11.7 No employee should put their feet or legs on the radio consoles or chairs, or sit on or lean up against the radio consoles.

11.8 Chairs should never be stood upon.

12.0 TOOLS AND SHOP

12.1 All tools and equipment will be maintained in good condition and in accordance with the manufacturer’s specifications.

12.2 Only appropriate tools will be used for a job.

12.3 Safety glasses will be worn where eye protection is required.

12.4 When there is a danger of hair entangling in moving machinery or equipment, a cap or hat (not a hair net) must be worn.

12.5 No employee will use any machinery or piece of equipment until he or she is trained, qualified and authorized to operate it.

12.6 Power machinery will be kept free of unnecessary tools, rags and scrap while in operation.

12.7 Rings, jewelry, watches, gloves, neckties, long sleeves, or loose clothing will not be worn near or while operating machinery or other sources of entanglement.

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12.8 Compressed air will not be used to clean floors or to clean clothes, hands or other body parts.

12.9 Any defective tool or equipment must be immediately reported to the employee’s supervisor. Supervisor will notify the Safety Coordinator.

12.10 Tools will be stored in a dry, secure location and will be returned after use.

13.0 LADDER SAFETY

13.1 Portable Ladder Use

13.1.1 Employees authorized to use a ladder will complete “Ladder Safety” training.

13.1.2 Before using a ladder, its condition will be checked.

13.1.2.1 Ladders will be maintained in good condition.

13.1.2.2 Ladder rungs and steps will be kept free of grease and oil.

13.1.3 Ladders will be used with the utmost safety in mind at all times.

13.1.3.1 A ladder will not be used in front of doors that open towards the ladder unless the door is locked or guarded.

13.1.3.2 The user must always face the ladder when ascending or descending.

13.1.3.3 When used to gain access to roofs or platforms, rung ladders must exceed at least three feet above the elevated surface.

13.1.3.4 The proper size and strength of a ladder or step stool will be used as appropriate. Employees will not use chairs, boxes, etc., in place of a proper ladder or step-stool.

13.2 Step Ladders

13.2.1 Make sure the spreaders are locked open before climbing.

13.2.2 Place ladder only where it is safe to do so.

13.2.3 Keep at or below the second rung from the top.

14.0 FIRE SAFETY

14.1 Ensure good housekeeping is maintained, keeping work areas clean and free of debris.

14.2 Make sure all electrical equipment is protected.

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14.3 Store flammable materials in approved safety cans and/or cabinets.

14.4 Maintain electrical circuits so they do not become overloaded.

14.5 Use only space heaters that have:

• An automatic “tip-over” device that shuts the unit off if the device should topple over.

• Sufficient electrical power on the circuit to handle the space heaters electrical needs.

14.6 Keep fire exits and escape routes clear and well marked.

14.7 Know how to use fire extinguishers.

14.7.1 All employees will complete “Fire Extinguisher” training.

14.8 Know where alarm boxes are located.

15.0 VEHICLES

15.1 Private Vehicles

15.1.1 Private vehicles will not be used for SCR9-1-1 work unless authorized to do so by the General Manager.

15.1.2 Employees authorized by the General Manager to use their private vehicle will be in compliance with Policy No. 350, Travel.

16.0 EMERGENCY MEDICAL PROCEDURES

16.1 Work Related Injuries

16.1.1 The Supervisor will be notified immediately by the Lead dispatcher.

16.1.2 The Supervisor will notify the Safety Coordinator as soon as possible.

16.1.3 The Supervisor will assist the injured employee and call Company Nurse for assistance in accessing appropriate medical treatment.

16.1.4 The Supervisor will verify that the injured employee has been transported to an appropriate medical facility and is being treated, if necessary.

16.1.4.1 The Supervisor, or their designee, will complete the Supervisor’s Report of Employee Injury (Form 5) and forward it to the front office in accordance with Policy No. 2010, section 2.2.4.

16.1.5 The Safety Coordinator will make a full report of the incident as soon as possible to the General Manger as well as the status of the employee.

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16.2 First Aid

16.2.1 Approved first aid kits will be maintained in the Conference Room, locker rooms, and in the kitchen.

16.2.1.1 The Safety Coordinator will cause first aid kits to be inspected regularly and restocked as necessary.

16.3 Emergency Medical Response

16.3.1 The Supervisor or Lead Dispatcher (in the absence of the Supervisor) will verify that the employee is assessed for any sign of Priority Symptoms as described in the Medical Priority Dispatch System (EMD) by a certified Medical Priority Dispatcher.

16.3.2 Fire and ambulance personnel will be dispatched to the Center immediately, and Post-dispatch or Pre-arrival aid will be rendered as per the Medical Priority Dispatch System (EMD). Priority Symptoms are described as:

• Difficulty breathing

• Altered level of consciousness

• Chest pain

• Uncontrolled bleeding

16.4 Non-Emergency Work Related Injuries

16.4.1 In the absence of priority symptoms, the injured employee will contact his/her Supervisor to relate the nature of the injury.

16.4.2 The injuries will be assessed through the Medical Priority Dispatch System (EMD) and a medical response, if necessary, will be dispatched at the priority level advised. Post-Dispatch aid will be rendered as per MPDS (EMD).

16.4.3 If an ambulance is not required by the injured employee, the employee will be transported to the nearest appropriate medical facility.

16.5 Work Related Illness

16.5.1 If an employee suspects a work related illness, s/he will immediately contact their Supervisor. In the absence of the Supervisor, the Lead Dispatcher will immediately contact the duty Supervisor. After discussing the matter with the employee, the Supervisor will pursue the appropriate medical examination and/or consultation.

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16.6 Work Related Injury/Illness Reporting

16.6.1 As soon as practical following any report of a work related injury or illness, the Supervisor or his or her designee will comply with the record keeping requirements set forth above.

16.6.1.1 The Employee’s Claim for Worker’s Compensation Benefits, Form 1, must be provided to the employee, or in the event the employee is not available, to employee’s dependent as soon as possible. In any event the Employee’s Claim for Worker’s Compensation Benefits, Form 1 must be delivered to the employee or their representative within 24 hours of learning of a work related injury or illness.

17.0 SPECIFIC INCIDENT RESPONSE SAFETY PLANS

17.1 The Specific Incident Response Safety Plans are pre-planned response actions and responsibilities in the event of the following types of emergency situations:

• Violent Intruder

• Bomb Threat

• Natural Gas Leak

• Earthquake

• Fire/Explosion

• Medical Emergency

17.2 The Specific Incident Response Safety Plans are located in Section 2100: Safety

Program Procedures – SCR9-1-1 Policy & Procedure manual.

17.3 The Workplace Violence Policy 2105 is located in section 2100: Safety Program

Procedures – SCR9-1-1 Policy & Procedure manual.

17.4 The Employee Wellness Program 1350 is located in section 1000: Personnel

Policies – SCR9-1-1 Policy & Procedure manual.

BOD 09/26/19 Page 32

Date: August 22, 2019 To: Board of Directors, Santa Cruz Regional 9-1-1 From: Dennis Kidd, General Manager Subject: Item 4.6, Year End Accounting for FY 18/19 RECOMMENDATION: 1) Accept and file final year-end budget accounting for Fiscal Year 2018/2019 BACKGROUND AND DISCUSSION: Attached to this Item, your Board will find budget spread sheets which detail the final line item accounting for Fiscal Year 2017/2018. The Board should note the following:

1) All Major Budget Object Levels within both Operating Budgets (SCR911 and SCMRS) closed under budget.

2) The total SCR911 Operating surplus was $145,737 which is $20,927 more than

anticipated, but includes the transfer of $100,000 from contingency.

3) The total SCMRS Operating surplus was $5,570 which is $16,566 more than anticipated.

4) The SCR911 Capital budget surplus was zero in 2018/19.

cc: Edith Driscoll, Controller for the Authority

BOD 09/26/19 Page 33

SCR911 FINAL BUDGET ACCOUNTING FY 18 19

Acct # Description Adopted Mid Year Amended Actual Difference FINAL

FY 18 19 Adjustment FY 18 19 FY 18 19 FY 18 19 FY 19 20

51000 Regular Pay 3,882,702 3,816,051 66,651 4,102,05351005 Overtime Pay 253,000 100,000 353,000 449,543 -96,543 346,36351010 Extra Help 100,000 152,493 -52,493 100,00051040 Differential Pay 119,000 112,540 6,460 115,00052010 Medicare, OASDI, SS 76,000 74,598 1,402 76,00052015 Retirement (PERS) 615,657 606,563 9,094 725,38753010 Insurance & Benefits 1,054,908 923,262 131,646 956,67253015 Unemployment 13,986 13,682 304 13,98654010 Worker's Compensation 17,000 17,110 -110 33,000

Total Salaries and Benefits 6,132,253 353,000 6,165,842 66,411 6,468,461



61215 Radio Services 75,000 37,980 37,020 18,00061221 Telephone & Telegraph 124,000 107,075 16,925 104,80061312 Inventoriable Items 30,000 8,958 21,042 25,00061535 Other Insurance 48,000 55,303 -7,303 63,50061730 Maint/Other Equip (Systems) 427,440 467,046 -39,606 459,20861845 Maint Struc/Grounds 43,600 41,728 1,872 53,10062020 Memberships 3,200 2,837 363 3,20062111 Misc. Expenses/Svs 1,500 829 671 1,50062215 Books 900 968 -68 96862217 Misc. Non-Inventory Items 8,500 3,731 4,769 8,50062218 Paper 5,000 3,610 1,390 5,00062219 Computer Software 40,000 9,891 30,109 10,00062220 Copier Supplies 300 319 -19 30062221 Postage 400 459 -59 40062222 Magazine Subscriptions 50 45 5 5062223 Supplies 20,000 14,689 5,311 20,00062301 Accounting & Auditing Fees 29,000 31,922 -2,922 29,000

OPERATING BUDGET

EXPENSES (700600)

Justification is offered for accounts in which more than $5,000 in expenses or revenue is anticipated. 1

BOD 09/26/19 Page 34

SCR911 FINAL BUDGET ACCOUNTING FY 18 19



62304 Attorney Fees 4,000 8,063 -4,063 4,00062325 Data Processing Charges 49,762 44,232 5,530 44,23262381 Professional Services 21,000 23,961 -2,961 17,00062420 Publications and Legal Notices 500 0 500 50062500 Rents & Leases (Equipment) 1,700 1,861 -161 1,859

62610 Rents & Leases (Structures) 18,500 19,436 -936 27,40062715 Small Tools and Instruments 500 0 500 50062914 Education & Training 10,000 7,692 2,308 10,00062926 Mileage 2,500 1,875 625 2,50062928 Travel 6,000 3,006 2,994 6,00062930 Registration 3,000 4,635 -1,635 6,00063070 Utilities 89,000 81,877 7,123 89,000

Total Services and Supplies 1,063,352 984,026 79,326 1,011,517

Subtotal Operating Expenses 7,195,605 7,149,868 45,737 7,479,978



98700 Approp for Contingencies 287,824 299,199

280,668

Total Contingencies 287,824 0 299,199

86204 Fixed Asset Equipment 0 0

Total Fixed Assets 0 0

GRAND TOTAL EXPENSES 7,483,429 100,000 353,000 7,149,868 7,779,177

333,561

Operating Budget Expenses (cont.)


BOD 09/26/19 Page 35

SCR911 FINAL FY 18/19

Acct # Description Budget Actual Difference Final

FY 18 19 FY 18 19 FY 18 19 FY 19 20

40430 Interest 6,500 11,608 -$5,108 10,000

40440 Rents and Concessions 74,049 65,934 $8,115 50,437

EOC Space 19,071 19,070 19,071 19,643

Verizon Space 31,978 31,803 32,096 32,937

Verizon Utilities 23,000 17,372 14,766 17,500

42047 Charges for Current Services (Users) 2,247,314 2,247,314 $0 2,193,899

42044 Member Contributions 4,249,381 4,249,381 $0 4,818,920

County 1,379,330 $1,379,330 1,641,461

Capitola 441,032 $441,032 457,786

Santa Cruz 1,526,123 $1,526,123 1,639,021

Watsonville 902,895 $902,896 1,080,653

41654 Medical Charges - Employee 102,633 87,414 $15,219 96,123

42384 Other Revenue 597,601 541,459 $56,142 369,064

Misc. Users/Records charges 149,582 135146 $14,436 139,582

Reimbursements (Users) 147,752 115,755 $31,997 46,258

SCMRS Indirect Overhead 48,224 48,224 $0 48,224

Fire/EMS/Hol/SBCO Technician Reimbursements 252,043 242,344 $9,699 135,000Revenue Subtotal 7,277,478 7,203,110 $74,368 7,538,443

Budget Actual Difference Final

FY 18 19 FY 18 19 FY 18 19 FY 19 20

NA Operating Budget Fund Balance 215,636 162,181 $53,455 245,669

Transfer in from Capital

GRAND TOTAL REVENUE & FUND BAL. 7,493,114 7,365,290 7,784,112

Note: Operating Fund Balance was $162,180.77 as of 6/30/19

OPERATING BUDGET

REVENUE (700600)


BOD 09/26/19 Page 36

SCR911 FINAL BUDGET ACCOUNTING FY 18/19

Acct # Description Adopted Actual DifferenceFY 18 19 FY 18 19 FY 18 19

86204 Capital Equipment 0 0

62381 Professional Services 0 0

61845 Building Upgrades/Maint. 0 0

Total Expenditures 0 0 0

40430 Interest/Excess Revenues 0 521 -521 042044 Member Contributions 0

County 47.53% 0 0Capitola 11.96% 0 0

Santa Cruz 22.86% 0 0Watsonville 17.65% 0 0

42462 Transfer in from Operating

Revenue subtotals 0 521 -521 0 0

Total Revenues & Fund Balance 0 521 0

1,968

To Be Used in FY 19 20 0

1,968Remaining Fund Balance for Future Years

CAPITAL BUDGET

REVENUE (700700)

CAPITAL BUDGET

EXPENDITURES (700700)

Fund Balance Summary

FINAL

FY 19 20

Fund Balance as of 6/30/19


BOD 09/26/19 Page 37


Acct # Description Adopted Actual Difference FINALFY 18 19 FY 18 19 FY 18 19 FY 19 20

62345 Bond Paying Agent Fees 3,205 3,155 50 3,205

74110 Principal 356,368 356,369 -1 294,391

Lease Revenue Bonds 145,000 150,000

CAD Premier One 3rd of 10 140,185 144,391

Radio Console - Moducom - 7th Installment of 7 71,183 0

74425 Interest on Long Term Debt 186,225 186,226 -1 173,982

Lease Revenue Bonds 139,994 135,463

CAD Premier One 3rd of 10 42,725 38,519

Radio Console - Moducom - 7th Installment of 7 3,507 0

Total Expenditures 545,798 545,749 49 471,577

40430 Interest Income 1,300 2,997 -1,697 2,200

42044 Member Contributions 544,499 544,499 0 469,377

County 47.53% 258,800 223,095

Capitola 11.96% 65,122 56,138

Santa Cruz 22.86% 124,472 107,300

Watsonville 17.65% 96,104 82,845

Revenue subtotal 471,577

Fund Balance

74425 Transfer in from Contingency

Total Revenue 545,799 547,496 471,577

Note: Fund Balance was -403.93 as of 6/30/19

DEBT SERVICE

EXPENDITURES (700650)

DEBT SERVICE

REVENUE (700650)


BOD 09/26/19 Page 38


Acct # Description Adopted Actual Difference FINAL

FY 18 19 FY 18 19 FY 18 19 FY 19 20

51000 Regular Pay 196,652 235,749 -39,097 260,15751005 Overtime 600 197 403 60052010 Medicare, OASDI 3,200 3,467 -267 3,20052015 Retirement (PERS) 40,124 33,725 6,399 42,71153010 Insurance and Benefits 33,887 28,541 5,346 44,68753015 Unemployment 840 542 298 84054010 Workers Compensation 1,200 900 300 1,20051010 Extra Help 0 0 0 0

Total Salary/Benefits 276,503 303,122 -26,619 353,395

61221 Telephone and Telegraph 4,000 1,673 2,327 8,00061312 Inventoriable Items 3,900 1,987 1,913 4,00061730 Maintenance/System 50,000 52,444 -2,444 52,050

62111 Misc. Expenses/Svs. 1,000 150 850 1,00062217 Non-Inventory Items 1,300 0 1,300 1,30062218 Paper 500 301 199 50062219 Computer Software 3,600 3,071 529 4,83062223 Supplies 1,000 244 756 1,00062301 Accounting/Audit Fees 2,000 0 2,000 2,000

62365 Managment Services/In. Overhead 48,224 48,224 0 48,22462381 Professional Services 5,000 3,842 1,158 2,50062420 Legal Notices/Publications 500 83 417 50062914 Training 2,000 98 1,903 5,00062926 Mileage 1,200 1,279 -79 2,00062928 Travel 2,000 840 1,160 2,00062930 Registration 200 0 200 1,00098700 Approp for Contingency 20,000 0 20,000 32,000

CAPITAL PROJECT

86204 Records Management System Debt Service 0 300,000

Total Serv./Supp. 146,424 114,235 12,189 467,904

TOTAL EXPENSES 422,927 417,357 5,570 821,299

Santa Cruz Metro Records Management System

OPERATING BUDGET - EXPENSES (700690)

Justification is offered for accounts in which more than $5,000 in expenses or revenue is anticipated.

BOD 09/26/19 Page 39


Acct # Description Adopted Actual Difference FINAL

FY 18 19 FY 18 19 FY 18 19 FY 19 20

40430 Interest 1,500 4,427 -2,927 1,50041654 Employee Medical Charges 600 0 600 3,21142044 Member Contributions 420,828 420,828 0 662,827

Transfer in from Fund Balance 153,822Revenue Subtotal 422,928 425,255 -2,327 821,360

Adopted Est. Actual

TOTAL REVENUE 422,928 425,255 -2,327 821,360

Santa Cruz Metro Records Management System

OPERATING BUDGET - REVENUE (700690)

Revenue Less Expenses

Justification is offered for accounts in which more than $5,000 in expenses or revenue is anticipated.

BOD 09/26/19 Page 40

BOD 09/26/19 Page 41

1

Date: September 26, 2019 To: Board of Directors,

Santa Cruz Regional 9-1-1

From: Dennis Kidd, General Manager Amethyst Uchida, Systems Manager

Subject: Item 5.2, Update SCMRS Agreement RECOMMENDATION:

Approve modification to the existing Santa Cruz Metropolitan Records System (SCMRS) Agreement between the Authority and the Cities of Capitola, Santa Cruz and Watsonville to add the County of Santa Cruz and Authorize the Board Chairperson to Sign and Execute Each Individual Agreement.

BACKGROUND AND DISCUSSION: The Santa Cruz Metro Records System (SCMRS) program has been administered by the Authority since April 2001 under an agreement between the Authority and the Cities of Capitola, Santa Cruz, and Watsonville. (The City of Scotts Valley was also a participant from April 2001-December 2012.) This program supported a Police Records Management System (RMS), Mobile Data Computers and Software (MDCs), and provided technical and policy administration in support of both solutions. In September 2017, the SCMRS Executive Group invited the Santa Cruz Sheriff’s Office to explore a possible joint project to purchase and implement a shared law enforcement Records Management System (RMS). Between September 2017 and June 2019, the Sheriff’s Office informally joined the SCMRS group in order to continue exploring this collaboration. During that time frame, the group established participation guidelines, recommended cost sharing (approved as Policy 334 at the September 19, 2018 Authority Board of Directors meeting), evaluated vendor options via a Request for Information (RFI) and software demonstrations. Ultimately, the Sheriff’s Office committed to participating in the Request For Proposals (RFP) process in 2019 in order to select a new RMS solution provider.

BOD 09/26/19 Page 42

2

Once the results of the RFP confirmed a mutually agreeable solution had been identified, the County of Santa Cruz and the Santa Cruz Sheriff’s Office began participating in the SCMRS Budget effective July 1, 2019, utilizing the formula approved in September 2018. The proposed agreement is recommended to formalize the current situation prior to the Authority entering into debt on behalf of the SCMRS Agencies. Approval of RECOMMENDATIONS as ENDORSED by the SCMRS Executive Group will modify the agreements to 1) include the County of Santa Cruz and 2) authorize the Authority to enter into contract with the RMS vendor and incur debt on behalf of the SCMRS Agencies. FISCAL IMPACT: There are no changes to operating program costs in SCMRS related to this new agreement. The expected cost increases are due to the intended purchase of a new RMS. Under the cost sharing arrangement ENDORSED by the SCMRS Executive Group and approved by the Authority Board on September 27, 2018 (Policy 334 – Revenue – Records Management System), purchase costs for the RMS will be shared between all SCMRS participants (according to their cost sharing percentage) as follows:

Participant Cost Sharing Percentage

Previous Cost Sharing

Capitola 6.056% 8.19%

City of Santa Cruz 29.461% 49.52%

County of Santa Cruz 43.986% NA

Watsonville 20.497% 42.29%

Funds are appropriated and available to support approval of the RECOMMENDATION in the current budget year.

BOD 09/26/19 Page 43

1

AGREEMENT BETWEEN SANTA CRUZ CONSOLIDATED EMERGENCY

COMMUNICATIONS CENTER AND COUNTY OF SANTA CRUZ

FOR SYSTEM ADMINISTRATION AND MAINTENANCE OF THE

SANTA CRUZ METRO RECORDS SYSTEM (SCMRS)

This Agreement is entered into on SEPTEMBER 26, 2019, (“Effective Date”) between

SANTA CRUZ CONSOLIDATED EMERGENCY COMMUNICATIONS CENTER (dba

SANTA CRUZ REGIONAL 9-1-1), a joint powers authority organized and existing under the

laws of the State of California by the County of Santa Cruz and the Cities of Capitola, Santa

Cruz and Watsonville, hereinafter referred to as "Authority" and COUNTY OF SANTA CRUZ,

hereinafter referred to as "Customer". Additional agencies participating in this Agreement are the

Cities of Capitola, Santa Cruz, and Watsonville and are collectively hereinafter referred to as the

"Customer Parties" or "Customers."

RECITALS

WHEREAS, it is beneficial for the Customer to participate in a consolidated law

enforcement records management system serving Capitola, Santa Cruz, and Watsonville Police

Departments and the Santa Cruz County Sheriff’s Office; and

WHEREAS, Customer has requested Authority to provide system procurement and

implementation services for a new consolidated law enforcement records management system;

and

WHEREAS, Customer has requested Authority to provide system administration and

maintenance services to Customer; and

WHEREAS, Authority is willing to provide such services provided that Customer

reimburses Authority for all costs incurred in purchasing a solution and providing such services

and provided that all Customers participating in the consolidated records management system

agree to continue participating in the system; and

WHEREAS, it is therefore necessary and desirable that the parties enter into the

Agreement as set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED between the Authority and the

Customer as follows:

AGREEMENT

BOD 09/26/19 Page 44

2

1. Term. The term of this Agreement shall be from July 1, 2019 through June 30

2022, and shall be automatically renewed unless terminated in accordance with the terms of

Paragraph 5. Renewal shall be upon the same terms and conditions as set forth herein, except

that the annual service charge payments by Customer as required by Paragraph 4 (a) shall be

modified each year in accordance with the provisions of EXHIBIT C.

2. Powers and Duties. The Authority shall have the powers common to the powers as

set forth in recitals of this agreement, to wit: the power to procure, implement, and maintain a

law enforcement records management solution on behalf of parties to this agreement.

The Authority is authorized in its own name to perform all acts necessary for the exercise

of common powers, including, but not limited to, any or all of the following:

(a) to make and enter into contracts;

(b) to employ agents and employees;

(c) to procure, implement, manage, and maintain a law enforcement records

management solution;

(d) to incur debts, liabilities, or obligations.

3. Obligations of the Parties.

(a) Authority will provide system administration and maintenance services to

Customer as set forth in EXHIBIT A, attached hereto and incorporated herein by reference.

(b) Customer shall provide personnel and facilities as set forth in EXHIBIT B,

attached hereto and incorporated herein by reference.

(c) Customer shall make payments as set forth in EXHIBIT C, attached hereto and

incorporated herein by reference.

4. Payment.

(a) Schedule. In February of each year, Authority shall provide Customer with a

detailed statement of service charges (Budget) for the upcoming fiscal year. Customer shall make

quarterly payments to the Authority for its proportionate share according to the following

schedule:

July 15: 35% of total service charge

BOD 09/26/19 Page 45

3

October 15: 25% of total service charge

January 15: 25% of total service charge

April 15: 15% of total service charge

(b) Payment. Service charge payments not received within thirty (30) calendar

days following the scheduled dates for payment are subject to five (5%) percent late fee.

5. Termination. This Agreement shall automatically be renewed for successive three

(3) year terms in accordance with Paragraph 1, unless either party notifies the other in writing of

its intent to terminate this Agreement at least one (1) year prior to the expiration of the then

current term. In the event that one or more of the Customer Parties notifies the Authority of its

intent to terminate its agreement and thus its participation in SCMRS, the Authority and other

Customer Parties shall have the authority to terminate or modify the agreement with notice to

each other at least nine (9) months prior to the expiration of the then current term.

6. Disposition of Assets and Liabilities upon Termination.

(a) In the event that 1) all Customer Parties agree to terminate this agreement, or

2) the Authority exercises its independent right to terminate in accordance with Paragraph 5, the

Authority shall liquidate all assets purchased through the SCMRS Operating Budget and shall

distribute the proceeds to each Customer participant in accordance with the cost sharing

contained in Exhibit C in effect for the fiscal year preceding the termination.

(b) In the event that one or more Customer Parties serves a notice of termination

in accordance with Paragraph 5, and the remaining Customer Party(ies) continue to receive

system administration and maintenance services from the Authority under a successor

agreement, ownership of all assets purchased through the SCMRS Operating Budget shall be

assumed by the Authority for use in servicing the remaining Customer Parties participating under

a successor agreement.

(c) Upon termination of this agreement, in whole or in part, as defined in

Paragraph 6, Sections (a) and (b), all Customer Parties are responsible for any and all SCMRS

budget liabilities, regardless of their participation, based upon their percentage share as outlined

in Exhibit C, including but not limited to 1) any and all costs associated with the separation of

employment (e.g., layoffs) of budgeted SCMRS personnel due to the termination of the

agreement, and 2) any and all outstanding costs for equipment, software, support contracts or

other assets used exclusively for the SCMRS.

7. Notice. All notices, demands, requests, consents, approvals, waivers, or

communications ("notices") that either party desires or is required to give to the other party or

any other person shall be in writing and either personally served or sent by prepaid postage, first

BOD 09/26/19 Page 46

4

class mail. Notices shall be addressed as appears below for each party, provided that if either

party gives notice of a change of name or address, notices to the giver of that notice shall

thereafter be given as demanded in that notice.

Authority: General Manager

Santa Cruz Consolidated Emergency

Communications Center, JPA

495 Upper Park Road, Santa Cruz, CA 95065

Customer: County Administrative Officer

County of Santa Cruz

701 Ocean St, Room 520, Santa Cruz, CA 95060

8. Mutual Indemnification. It is agreed that the Authority shall defend, hold harmless,

and indemnify Customer, its officers and employees, from any and all claims for injuries or

damages to persons and/or property, which arises out of the terms and conditions of this

Agreement and which results from the negligent act or omissions or intentional misconduct of

the Authority, its officers, and/or employees. Authority represents and warrants that, to the best

of its knowledge as of the Effective Date of this Agreement, Customer’s use of the SCRMS

software and related services will not infringe the intellectual property rights of any third party.

Authority shall not enter into any stipulated judgment or settlement that purports to bind

Customer without Customer’s express written authorization, which shall not be unreasonably

delayed or withheld.

It is further agreed that the Customer shall defend, hold harmless, and indemnify Authority, its

officers and employees, from any and all claims for injuries or damages to persons and/or

property, which arises out of the terms and conditions of this Agreement and which results from

the negligent act or omissions or intentional misconduct of the Customer, its officers, and/or

employees.

In the event of concurrent negligence of the Authority, its officers and/or employees, and

Customer, its officers and/or employees, then the liability for any and all claims for injuries or

damages to persons and/or property, which arises out of the terms and conditions of this

Agreement shall be apportioned according to the California theory of comparative negligence.

Section 2778 of the California Civil Code shall apply to any interpretation of the agreement of

indemnity between the Authority and Customer.

9. Dispute Resolution.

(a) Informal Dispute Resolution. If a dispute, controversy or claim arises

between the parties relating to this Agreement, the parties shall promptly notify one another of

the dispute in writing. Each party shall promptly designate a representative to resolve the dispute.

BOD 09/26/19 Page 47

5

The representatives shall meet within ten (10) days following the first receipt by a party of such

written notice and shall attempt to resolve the dispute within fifteen (15) days.

(b) Formal Dispute Resolution. In the event a dispute between the parties which

arises under this Agreement cannot be resolved under Section 9(a) ("Informal Dispute

Resolution") above, such dispute shall be submitted to a mediator agreed upon by the parties.

The mediation shall be conducted in the County of Santa Cruz, California, unless the parties

consent to a different location. Each party shall bear their own costs associated with the

mediation. Any questions involving contract interpretation shall be resolved using the laws of

California.

10. Insurance.

(a) Each party shall have in effect, during the entire life of this Agreement,

Workers' Compensation and employer liability insurance providing full statutory coverage.

Each party certifies that it is aware of the provisions of Labor Code Section 3700 which require

every employer to be insured against liability for Workers' Compensation or to undertake self-

insurance in accordance with the provisions of the code. In lieu of this insurance coverage,

evidence of legally appropriate self-insured status shall suffice.

(b) Each Party shall take out and maintain during the entire life of this

Agreement such bodily injury liability and property damage liability insurance as shall protect it

from any and all claims for damages for bodily injury, including accidental death, as well as any

and all claims for property damage which may arise from the performance of services under the

Agreement. Such insurance shall be combined single-limit bodily injury and property damage

for each occurrence and shall include comprehensive liability of at least $1,000,000.00. In lieu of

this insurance coverage, evidence of legally appropriate self-insured status shall suffice.

(c) In the event of a breach of any provision of this section, or in the event any

notice is received which indicates any required insurance coverage will be diminished or

canceled, the non-breaching party at its option may, notwithstanding any other provision of this

Agreement to the contrary, immediately declare a material breach of this Agreement and suspend

all further work or obligations pursuant to this Agreement.

11. Inspection of Records. All records, books, reports, and documentation maintained

by Authority related to performance under the Agreement shall be open for inspection by

Customer upon demand at reasonable times.

12. Non-Assignment. Authority shall not assign the work covered by this Agreement

to a third party without the prior written consent of the Customer.

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6

13. Attachments. Should a conflict arise between the language in the body of this

Agreement and any attachment to this Agreement, the language in the body of this Agreement

controls. This Agreement includes the following attachments:

Exhibit A: Provisions of Authority Services

Exhibit B: Obligations of the Customer

Exhibit C: Payment Plan

14. Merger Clause. This Agreement, including the attached EXHIBITS "A", "B", and

"C" sets forth the entire Agreement between the parties. The parties agree that this written

Agreement supersedes any previous written or oral agreements between the parties, and any

modifications to this Agreement must be made in a written document signed by all parties. The

unenforceability, invalidity, or illegality of any provision(s) of this Agreement shall not render

the other provisions unenforceable, invalid, or illegal. Waiver by any party or any portion of this

Agreement shall not constitute a waiver of any other portion thereof. This Agreement shall be

governed by, and interpreted in accordance with, California law.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have

affixed their hands on the day and year in the Agreement first above written.

Dated: ____________________ _______________________________

Board Chairperson

Santa Cruz Consolidated Emergency

Communications Center

APPROVED AS TO FORM:

__________________________

Attorney for the Authority

Dated: _____________________ ________________________________

County Administrative Officer


APPROVED AS TO FORM:

___________________________ ________________________________

County Counsel Sheriff-Coroner


BOD 09/26/19 Page 49

7

EXHIBIT A

PROVISIONS OF AUTHORITY SERVICES

SCMRS System administration and maintenance services are described as:

1) Purchase, installation, and maintenance of a complete law enforcement records

management solution. This includes hardware necessary for the server-side of the solution (such

as servers, network switches, disk storage, etc.), records management system software (RMS),

GIS data needed by the RMS, and other required server software (such as operating systems or

database management software). Solution shall be deployed at Santa Cruz Regional 9-1-1.

Optionally, the Customer may instruct Authority to purchase, install, and maintain a secondary

RMS site at another location for purposes of redundancy and reliability.

2) Purchase of network hardware and installation and configuration of network circuits

and/or routing to support operation of a wide area network (WAN) connecting Santa Cruz,

Watsonville, Capitola, Santa Cruz Sheriff’s Office, and the Authority.

3) Ensure that server hardware continues to meet the minimum specifications

recommended by the RMS software vendor (Vendor), and coordinate replacement and upgrades

as needed. Evaluate and advise Customers regarding client workstation specifications.

4) Assist Customers in setting up Customer’s equipment so as to make the RMS

functional at authorized Customer facilities. Assist in developing and training Customers in the

customization of the RMS solution and in creation of new reports so as to take full advantage of

the RMS system and its features

5) Implement customizations to the RMS, provide custom report output for the RMS,

perform daily backup of Customer database files, transfer database backups to a remote site on a

weekly basis, and provide assistance in setting up printers and other devices.

6) Work with Customer and Vendor and other third parties to implement interfaces as

delineated in the RFP. Assist Customers with implementing additional interfaces between the

RMS and other Customer technology solutions on an ad hoc basis.

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8

7) Provide RMS System Administrator training to designated Customer employees, as

defined in Section 1 of Exhibit B, on an as-needed basis.

8) Provide the staff necessary to perform the above listed functions. Provide mechanism

for reporting and tracking trouble tickets. Staff the SCMRS Help Desk Monday to Friday, from 9

a.m. to 5 p.m., excluding holidays. SCMRS staff are available after hours for critical system

issues. Staff shall respond via telephone or remote support within 15 minutes of being paged out

and able to respond on site within 60 minutes of determining the need to be physically present.

Staff shall work until the issue is resolved. After hours call out procedures defining the process

for notification shall be established and provided to all Customers.

(a) Post-implementation ad hoc services for reporting, interfaces, and training

should not exceed 80 hours per Customer annually.

9) Act as the single point of contact between Customer and Vendor for RMS issues of

any kind and Mobile software issues.

Capitola, Santa Cruz, and Watsonville PDs Only:

10) Maintenance of the existing Alliance PD Central RMS: Manage servers, databases,

and wide-area network (WAN) to support use of Alliance throughout the PDs until the new RMS

is implemented. Support for the current RMS includes the Crossroads interface for Traffic

Collisions and Citations, the CopLink data replication feed and its server, and Crystal Reports.

11) Provide first line maintenance and troubleshooting for PD-owned Mobile Data

Computer (MDC) and Network hardware. Coordinate repair and/or replacement, if needed.

Provide, deploy, and manage endpoint protection solution for MDCs. Assist City IT personnel

with deployment of additional applications and resources to the MDCs. Support the Radio IP

VPN server and clients.

12) Advise and support PDs on public safety related technical projects including (but not

limited to) voice radio communications and frequency coordination, computer workstation

and/or network system upgrades, and/or mobile police computing upgrades and enhancements.

Santa Cruz PD Only:

13) Provide first line maintenance, troubleshooting and support for additional technical

systems in the police department patrol vehicles. Manage access to Mobile Office applications

including the RMS and other City-applications or websites deployed through Terminal Services

BOD 09/26/19 Page 51

9

or Web Browsers. Support the Mobile Audio/Video recording solution in the patrol vehicles as

well as the server, network, and disk duplicator for this system. Coordinate with City vendors to

implement, install, troubleshoot, and maintain all technical systems (excluding radios) within the

patrol vehicles.

13) Support the Coplogic Citizen Reporting system. Assist PD in implementing new

report forms, maintain interface with RMS, and user/personnel management.

14) Coordination of Police Department issues with City of Santa Cruz Information

Technology Department services including assistance with budget needs and recommendations

annually.

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10

EXHIBIT B

OBLIGATIONS OF THE CUSTOMER

The Customer shall:

1) Designate at least one (1) employee to be the local Systems Administrator (SA)

for their respective Agency within 10 days of signing this agreement or within 10 days of a

change in personnel. The SA will act as the initial point of contact for local system issues and

will be responsible for coordinating with Authority staff to resolve issues related to the RMS and

the services provided by the Authority or the Vendor under this Agreement.

a) Implementation Team – Major upgrades or replacement of the RMS will

require Customer participation to ensure project success. Customers shall support system

upgrades or implementations as recommended by the SCMRS project manager and/or Vendor

project manager. Customer shall provide personnel resources including the Customer’s SA

b) Records Administrator (RA) – Designate at least one (1) employee to be

the local RA for their respective Agency within 10 days of signing this agreement or within 10

days of a change in personnel. The RA must have a comprehensive understanding of the internal

structure and workflow of the RMS, departmental policies and procedures as well as how the

records department interacts with dispatch and field operations personnel.

2) If any systems exist local to each Customer, Customer shall be responsible for

backing up individual databases and files residing on local servers.

3) Be responsible for maintenance of any software programs residing on local

Customer workstation or MDC, other than those covered under this Agreement. Customer IT

personnel shall work with SCMRS personnel to verify compatibility of any additional software.

4) Be responsible for maintenance of local agency printers, workstation PC

hardware, and other individual Customer computer component equipment.

5) Be responsible for installation of Mobile Data Computer hardware units and

related equipment such as Cradlepoint routers.

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11

6) Participate in an advisory entity, subordinate to the Parties, known as the SCMRS

Executive Group. Membership will be comprised of the Chief of Police, or their designee, the

Sheriff, or their designee, of each Customer receiving service and the Authority General

Manager. The Executive Group will meet regularly to review and approve programs and

operating policies. The Executive Group will also review the annual SCMRS budget and

staffing plan as proposed by Authority staff and otherwise make recommendations to the

Authority Board regarding SCMRS fiscal matters.

7) Participate in an advisory entity, subordinate to the Parties and the SCMRS

Executive Group, known as the SCMRS Mid-Managers/Users Group. Membership will

include each Customer’s Systems Administrator, or their designee, the Customer’s Records

Administrator, or their designee, the Customer’s information technology representative (if that

person is not the Systems Administrator), and the Authority’s Systems Administrator (normally

the SCMRS Systems Supervisor), or their designee. The SCMRS Mid-Managers/Users Group

will meet regularly to consider and approve modifications to the RMS configuration, prioritize

technical support issues, collaborate on projects and reports, and otherwise make

recommendations to the Executive Group regarding SCMRS operations.

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12

EXHIBIT C

PAYMENT PLAN

1) Actual Annual Costs. In order to ensure full recovery of Authority costs, the

Customer shall reimburse the Authority for its proportionate share of the Authority’s actual

annual costs associated with staffing, maintaining, and administering RMS and the P1 Mobile

system including any and all hardware, software, network connections, vendor maintenance

agreements, and other budgeted expenditures as specified in the SCMRS budget each fiscal year.

2) Indirect Overheard Costs. Customer agrees to pay their proportionate share of

annual Indirect Management Overhead charges to compensate the Authority for staff time and

costs not itemized under paragraph 1 of this Exhibit, that are expended to support the

administration of this Agreement, supervision of the SCMRS staff, and provide a facility for

SCMRS operations. Initial charges are established as follows and will be annually reviewed by

the Controller for the Authority and the SCMRS Executive Group and modified as approved by

the Authority Board of Directors:

(a) 11.49% of budgeted SCMRS Salary and Benefits, and

(b) 1.93% of budgeted Authority building maintenance costs including debt

service, insurance, maintenance of structure/grounds, and utilities.

3) Cost Sharing Formula. Pursuant to Authority Policy 334 –Revenue – Records

Management System, Customer is subject to a cost-sharing formula based on population of their

respective jurisdiction and the number of cases written annually. The cost sharing percentages

for each Customer receiving service shall be re-calculated in February and implemented in the

upcoming fiscal year (the following July 1st), every three (3) years as stated in Policy 334 section

5.1.

(a) As indicated in Exhibit A, Santa Cruz County Sheriff does not participate in

MDC Hardware support and maintenance so a separate cost-sharing formula based solely on

population shall prevail for costs directly related to MDC Hardware support and maintenance for

Capitola, Santa Cruz, and Watsonville Police Departments. The basis for adjusting each

Customer's population percentage is the provisional population estimates complied annually by

BOD 09/26/19 Page 55

13

the State of California, Department of Finance, adjusted to the publication date which is

published before, but nearest each first (1st) day of January prior to the July 1 adjustment date.

(b) Santa Cruz Police Department receives additional services as outlined in

Exhibit A. Charges for these services were implemented in 2007 at $66,579 and are subject to an

annual cost of living adjustment, using the United States Department of Labor, Bureau of Labor

Statistics Consumer Price Index for All Urban Consumers (CPI-U), San Francisco, Sub-group,

“All Items.”

4) The Authority will establish a separate SCMRS Budget (including staff task time

documentation) in support of this Agreement which will ensure full cost recovery and accurately

determine a SCMRS annual budget surplus/deficit amount to be carried over or reconciled for

each fiscal year. The SCMRS budget, and any mid-year adjustments will be first presented to

the SCMRS Executive Group and then must be approved by the Board of Directors of the

Authority.

5) The Authority shall notify each Customer Party no later than February 28 of any

changes to 1) their costs of operation, 2) the indirect overhead costs as described within

paragraph 2 of this Exhibit, and 3) their cost sharing percentage resulting from changes in the

annual provisional population estimates as described within paragraph 3 of this Exhibit.

BOD 09/26/19 Page 56

Date: September 26, 2019 To: Board of Directors, Santa Cruz Regional 9-1-1

From: Amethyst Uchida, Systems Division Manager

Subject: Item 5.3 - Records Management System Purchase and Financing Agreement RECOMMENDATION:

1. Approve a contract for purchase, installation and services to implement a

complete law enforcement Records Management System (RMS) for Capitola, Santa Cruz, and Watsonville Police and the Santa Cruz County Sheriff’s Office. Authorize the General Manager to execute the Inform System Purchase Agreement, the Software Support Agreement, and the Subscription Service License and Use Agreement with TriTech Software Systems, a CentralSquare Technologies, LLC company and authorize the General Manager, in consultation with General Counsel, to make minor changes to the final documents and to execute Change Orders related to this project during its lifecycle.

2. Approve a lease purchase agreement with Government Capital Corporation in the amount of $1,655,597.33 to support the purchase of the RMS and authorize the General Manager, in consultation with General Counsel, to make minor changes to the final documents and to execute the agreement. This action will commit the Authority to annual debt service payments of $169,937.92, paid quarterly, commencing October 2020 and ending October 2029, after Watsonville’s payment of $325,988.51 is applied.

3. Adopt Resolution 19-001 regarding procurement and financing of the records management system.

BACKGROUND: In 2018, staff began researching law enforcement Records Management Systems (RMS) via a Request for Information (RFI) process. During that exploratory phase, the Santa Cruz County Sheriff’s Office expressed an interest in jointly procuring a new RMS in partnership with the SCMRS Police Agencies. In 2019, a Request For Proposals (RFP) was issued, seven bids were received and reviewed by a

BOD 09/26/19 Page 57

Item 5.3, Records Management System Purchase and Financing Agreement September 26, 2019

team of staff representing all four participating agencies, and the winning bidder was identified as CentralSquare Technologies’ proposal for the “Records Enterprise powered by Inform” solution. Of the best-qualified bidders, CentralSquare’s proposal was the lowest cost. DISCUSSION: This solution meets all the major functional and technical requirements of the SCMRS Agencies as outlined in the Request for Proposals and documented in the project Statement of Work. As the cost of this purchase was prohibitive given the current economic climate, your Board authorized Staff to explore financing options. CentralSquare works with a lender, Government Capital Corporation (GovCap), which the Authority has previously utilized to purchase our Moducom Dispatch Radio Console system in 2012. GovCap is offering an interest rate of 3.118% and an amortization schedule of 39 quarterly payments is proposed. The first payment would be deferred for one year, meaning that the first quarterly payment of $42,484.48 would be due on October 10, 2020. Annual debt service payments will total $169,937.92 and that same amount will be due in subsequent fiscal years until the loan is paid in full on October 10, 2029. The City of Watsonville, having available capital funds allocated for this purpose, propose to pay their share of the capital expenditure ($325,988.51) immediately. To ensure the RMS’s useful lifespan matches or exceeds the finance terms, Staff projects a need to replace the hardware components every 5 years or consider moving to a cloud-based system at the time the original hardware needs replacement. Anticipating a debt service payment in FY 2019/20, $300,000 was allocated in the SCMRS FY 2019/20 budget towards the RMS procurement. Although no payment will be due this fiscal year, it is recommended those funds remain encumbered in anticipation of project expenses not included in the Central Square contract. Anticipated expenses include: fees for nine (9) software interfaces with third party solutions; Microsoft client-access licensing; hosting fees for the Disaster Recovery site; and miscellaneous software fees. Interfaces can be expensive to implement and costs are unknown pending quotes from the other vendors such as EIS (County’s Jail Management System) and Motorola Solutions (the Authority’s Computer-Aided Dispatch). Any funds remaining at the end of the fiscal year, could be saved in a fund balance as a contribution towards RMS hardware replacement in FY 2023/24. It is RECOMMENDED that your Board authorize the General Manager to enter into contract with CentralSquare Technologies, LLC to provide the SCMRS Agencies with a new law enforcement Records Management System, at a cost of $1,655,597.33, and it is also RECOMMENDED that your Board authorize the General Manager to enter into a lease purchase agreement with Government Capital Corporation to provide financing of $1,655,597.33 to support the first recommendation. The financed amount is $1,329,608.80 which includes 2.5% in contingency and pre-funding payment of $325,988.51 from the City of Watsonville. Watsonville's funds shall be held in escrow by GovCap, and applied to funding requests against the loan prior to drawing down principal. If the 2.5% contingency funds are not used prior to the close of the project, they may be used towards a payment or on other items related to the project.

BOD 09/26/19 Page 58

Item 5.3, Records Management System Purchase and Financing Agreement September 26, 2019

FISCAL IMPACT: Purchase of the proposed new RMS has a negotiated cost of $1,605,460.81 and financing includes $40,136.52 in contingency funds. Future costs for software subscriptions and maintenance start at $128,331.16 annually. Certain portions of the contract do not pertain to all agencies. In those instances, the costs have been applied to each agency separately. Project cost allocations are summarized below:

Table 1: RMS Purchase Cost Sharing

Approval of the RECOMMENDATIONS will commit the Authority to annual debt service payments in the amount of $169,937.92 beginning in Fiscal Year 2020/21 and concluding in Fiscal Year 2029/30 (final payment in FY 2029/30 will be $84,968.96) for a total expenditure of $1,571,925.70. Total interest paid will be $ 242,316.94.

Table 2: Projected RMS Purchase Obligations in FY 2020/21 and FY 2021/22 FY 2020/21 FY 2021/22

Debt Service

Software Maintenance & Subscriptions Debt Service

Software Maintenance & Subscriptions

Capitola $9,708.54 $971.99 $12,944.72 $ 7,292.38

City of Santa Cruz $47,229.74 $4,728.49 $62,972.98 $ 35,475.67

County of Santa Cruz $70,515.16 $7,059.75 $94,020.22 $ 60,881.50

Watsonville $ - $3,289.77 $ - $ 24,681.61

Note that in FY 2021/22, it should be possible to suspend the software maintenance agreements on the existing Alliance RMS, which will help offset the Cities’ costs. The same should be true for the County; however, SCMRS does not administer the maintenance fees for the RMS so these savings would be realized elsewhere in the County’s budgets.

Approved by: ___ ____________________________ DENNIS KIDD, GENERAL MANAGER

Shared Costs County Only Cities Only

$1,441,424.61 $117,700.00 $86,472.72

Participant Cost Sharing Percentage

Share of System Costs

Agency-Specific Costs

Total Costs

Capitola 6.056% $87,292.67 $10,361.37 $97,654.04

City of Santa Cruz 29.461% $424,658.10 $45,295.80 $469,953.90

County of Santa Cruz 43.986% $634,025.03 $117,700.00 $751,725.03

Watsonville 20.497% $295,448.80 $30,815.55 $326,264.35

BOD 09/26/19 Page 59

System Purchase Agreement Copyright © 2019 TriTech Software Systems – Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 47

TriTech Software Systems a CentralSquare Technologies

Company

1000 Business Center Dr.

Lake Mary, FL 32746

Phone: 407.304.3235

Fax: 407.304.3301 www.centralsquare.com

SYSTEM PURCHASE AGREEMENT

TRITECH SOFTWARE SYSTEMS

FOR

SANTA CRUZ CONSOLIDATED EMERGENCY COMMUNICATIONS CENTER

(DBA SANTA CRUZ REGIONAL 9-1-1)

BOD 09/26/19 Page 60



TABLE OF CONTENTS

1.0 INTRODUCTION ................................................................................................. 4

2.0 ADDENDA .......................................................................................................... 4

3.0 DEFINITIONS ..................................................................................................... 5

4.0 PRICES AND PAYMENT .................................................................................... 9

5.0 SOFTWARE LICENSES ................................................................................... 10

6.0 DELIVERY, INSTALLATION, SERVICES, TITLE TO EQUIPMENT,

AND RISK OF LOSS ........................................................................................ 12

7.0 SITE PREPARATION ....................................................................................... 14

8.0 ACCEPTANCE ................................................................................................. 14

9.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS ........................................ 15

10.0 LIMITED WARRANTIES ................................................................................... 17

11.0 MAINTENANCE AND SOFTWARE SUPPORT ............................................... 19

12.0 SOURCE CODE ESCROW ............................................................................... 20

13.0 DEFAULT AND TERMINATION ....................................................................... 21

14.0 LIABILITY ......................................................................................................... 22

15.0 INSURANCE ..................................................................................................... 23

16.0 COPYRIGHT & TRADE SECRET INFRINGEMENT ........................................ 23

17.0 DISPUTE RESOLUTION .................................................................................. 24

18.0 SALES, USE AND PROPERTY TAX ............................................................... 24

19.0 SEVERABILITY ................................................................................................ 24

20.0 FORCE MAJEURE/EXCUSABLE DELAY ....................................................... 25

21.0 CONSTRUCTION AND HEADINGS ................................................................. 25

22.0 WAIVER ............................................................................................................ 25

23.0 ENTIRE AGREEMENT ..................................................................................... 25

24.0 APPLICABLE LAW .......................................................................................... 25

25.0 ASSIGNMENT .................................................................................................. 26

26.0 NOTICES .......................................................................................................... 26

27.0 ORDER OF PRECEDENCE .............................................................................. 26

28.0 GENERAL TERMS ........................................................................................... 27

ADDENDUM A ........................................................................................................... 29

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ADDENDUM A-1 ........................................................................................................ 30

ADDENDUM A-2 ........................................................................................................ 31

ADDENDUM A-3 ........................................................................................................ 34

ADDENDUM A-4 ........................................................................................................ 37

ADDENDUM A-5 ........................................................................................................ 38

ADDENDUM A-6 ........................................................................................................ 39

ADDENDUM A-7 ........................................................................................................ 40

ADDENDUM A-8 ........................................................................................................ 42

ADDENDUM A-9 ........................................................................................................ 43

ADDENDUM B ........................................................................................................... 44

ADDENDUM C ........................................................................................................... 45

ADDENDUM D ........................................................................................................... 46

ADDENDUM E ........................................................................................................... 47

BOD 09/26/19 Page 62



Client: Santa Cruz Consolidated Emergency Communications Center (dba Santa Cruz Regional 9-1-1)

Address: 495 Upper Park Road

City, State, Zip: Santa Cruz, CA 95065

Phone: (831) 471-1000

Contact Name: Dennis Kidd, General Manager

1.0 INTRODUCTION

1.1 This Agreement is made by and between TriTech Software Systems, referred to as “TriTech”, a CentralSquare Technologies, LLC company, with offices at 1000 Business Center Drive, Lake Mary, FL 32746, and the entity named above, referred to as “Client” (who together may also be referred to as the “Parties” herein, or individually as a “Party”), with reference to the following facts:

1.2 This Agreement is for the purchase of an integrated Computer System (the “System”) consisting of a Records Management System (Records Enterprise powered by Inform) and any additional applications set forth in Addenda A-2 to A-6, including applicable Interfaces, software, equipment and services (the “Project”) as more fully described in this Agreement and the Addenda hereto.

1.3 In consideration of the terms, promises, mutual covenants and conditions contained

in this Agreement, Client and TriTech agree as follows: 2.0 ADDENDA

2.1 The following documents are attached as Addenda to this Agreement and incorporated by reference as though set forth in full: (a) Addendum A-1 Statement of Work (b) Addendum A-2 Number of TriTech Software Licenses, Installation and Shipping Instructions (c) Addendum A-3 TriTech Services, Support and Maintenance Fees, and Miscellaneous (d) Addendum A-4 Equipment

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(e) Addendum A-5 System Software (f) Addendum A-6 Subcontractor Software, Hardware and Services, if applicable (g) Addendum A-7 Payment Terms (h) Addendum A-8 Contract Price Summary (i) Addendum A-9 System Planning Document (j) Addendum B TriTech Master Three Party Source Code Escrow Agreement

(k) Addendum C Subcontractor Warranty, Support and Maintenance Agreements, if applicable

(l) Addendum D Subcontractor License Agreements, if applicable

(m) Addendum E Subscription Service License & Use Agreement (if applicable) 3.0 DEFINITIONS

3.1 “Acceptance” or “Accept” means the processes described in the ACCEPTANCE section of this Agreement.

3.2 “Archive Server” or “Reporting Server” means a Server or other storage unit on which Client’s data resides for archival purposes.

3.3 “Contract Price” means the total of the purchase price of the items as specified in Addendum A-8, including, as applicable, equipment, software licenses, services, fees, expenses and other items acquired under this Agreement, and if included as a line item in Addendum A-8, any applicable sales, use, value added, or other such governmental charges.

3.4 “Deliverable” means an item of equipment, software, services and other items acquired under this Agreement as listed in the addenda hereto.

3.5 “Deliver” or “Delivery” with respect to the System means physical delivery of substantially all components of each Subsystem to the Designated Location. Delivery shall be deemed to have occurred despite the absence of incidental components provided that Installation of the Subsystem, training and system configuration can begin with the items then delivered. A separate Delivery shall occur with respect to each such Subsystem.

3.6 “Demonstration of Licensed Functionality (“DOLF”)” means the verification of configuration procedures for a Subsystem, conducted as described in the Statement of Work.

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3.7 “Designated Location(s)” means the physical site(s) at which a Subsystem is installed as specified in Addendum A-1, Statement of Work.

3.8 “Disaster Recovery Computer System” means a server operating in a standby mode used to maintain a duplicate copy of the program and data contained in the Production Computer System.

3.9 “Documentation” means the then-current standard user manuals or other related instructional and/or reference materials, provided by TriTech or other Software Vendors from time to time, including on-line help information, online documentation updates, and Release Notes issued in connection with Updates.

3.10 “Equipment” means the computer system equipment specified in Addendum A-4 of this Agreement. TriTech may substitute equipment for that specified in Addendum A-4 provided that such equipment will substantially meet the requirements of the Specifications and this Agreement. Equipment (Addendum A-4) does not include hardware supplied by Subcontractors (Addendum A-6).)

3.11 “Functional Acceptance Test (“FAT”)” means the pre-Go Live test process for a Subsystem as further defined in Section 8.2 and the Statement of Work.

3.12 “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.

3.13 “Help Desk” means the TriTech telephonic support services provided as described in the applicable Software Support Agreement.

3.14 “Installation” with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic interoperability of the applicable Subsystem components at the Designated Location for that Subsystem. “Installation” with respect to the Modifications 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).

3.15 “Interface”, collectively or individually, means the interface software described in Addendum A-2.

3.16 “Live Operations” means use of a Subsystem in a live operational environment, whether or not any Interfaces or applicable Modifications are included in such use.

3.17 “Modifications” means changes or additions to Software from the standard version thereof prepared hereunder. The Modifications, if applicable, are described in the appropriate Statement of Work, Addendum A-1. The TriTech Software is not custom software, and as such, at TriTech’s discretion Modifications or enhancements to the standard version will be made

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available in a subsequent version release available to all TriTech clients; or as applicable, made available as a separate module or function, separately licensed and priced.

3.18 “Object Code” means any instruction or set of instructions of a computer program in machine-readable form.

3.19 “Production System” means the primary computer system for live operations of the TriTech Software.

3.20 “Project Schedule” means the schedule set forth in or developed pursuant to the Statement of Work, subject to any permitted changes or modifications.

3.21 “Server” means any and all computers in a local area network that run administrative software which controls access to all or part of the network and its resources and make such resources available to computers acting as workstations on the network, including the Production System and any Disaster Recovery System.

3.22 “Software” means collectively or individually the computer programs licensed under this Agreement, including, without limitation, the programs for each Subsystem.

3.23 “Software Error” means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. In the event TriTech (or another Software Vendor) is unable to reproduce the Software Error at its facilities, TriTech will, at Client’s request upon mutual discussion of the parties, visit Client’s premises at Client’s expense. If it is determined that the problem was caused by Equipment, Software, services, network or other items not supplied or not authorized by TriTech, Client shall reimburse TriTech for its labor costs for such on site visit, at TriTech’s then current rates for consulting.

3.24 “Software Support” means Telephone Support, Software Error Correction, and Software Update services provided by TriTech (and/or other Software Vendors) for the Software, either under warranty or under an annual Software Support Agreement, as more fully described in said Agreement.

3.25 “Software Support Agreement” means collectively or individually agreements of that name (or a similar name) for the rendering of Software Support services entered into between the Parties coincident with this Agreement, including any permitted renewals of such agreements.

3.26 “Source Code” means the high-level computer instructions for Software used to generate Object Code.

3.27 “Specifications” means (i) the functional requirements and applicable Functional Test document(s) (“FT”) with respect to each Subsystem; (ii) the Interface Requirements Document (“IRD”), or Interface Functional Configuration Document (“IFCD”) and applicable test document for each Interface, or Operational Scenario Document(s) for each Custom Interface, or if applicable, Modification; and (iii) the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. The FT, IRD, IFCD and OSD will be in the format provided by TriTech.

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3.28 “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.

3.29 “Subcontractor” means one of the entities identified in the Statement of Work as subcontractors to TriTech, if applicable.

3.30 “Subcontractor Hardware” means the hardware supplied by a Subcontractor as part of its Subsystem, and identified in Addendum A-6, if applicable.

3.31 “Subcontractor Software” means software supplied by a Subcontractor as part of its Subsystem and listed in Addendum A-6, if applicable.

3.32 “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, the applicable Inform core applications, e.g. Records Enterprise. CAD Enterprise, Mobile Enterprise are Subsystems under this Agreement.)

3.33 “Subsystem Software” means individually or collectively the Software provided under this Agreement for each of the Subsystems.

3.34 “System” means collectively all Subsystems that make up the integrated Computer System referred to in paragraph 1.2 of this Agreement and more fully described in the Statement of Work.

3.35 “System Software” means the software identified in Addendum A-5 which includes, without limitation, operating system software, DBMS Software, and communications software.

3.36 “Task Completion Report” or “TCR” means the document presented by TriTech’s Project Manager to the Client for signature upon completion of a Deliverable.

3.37 “Telephone Support” means the service provided by TriTech for access to the TriTech Customer Service Department by telephone as further defined in a Software Support Agreement.

3.38 “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.

3.39 “TriTech Software” means the Object Code version of the software specified in Addendum A-2 of this Agreement, and any Modifications provided hereunder.

3.40 “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.

3.41 “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

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rights held by the copyright owner, including without limitation the right to prepare derivative works.

3.42 “User” means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software.

3.43 “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 will also mean the owner of the intellectual property rights, including copyright, to the software.

3.44 “Warranty Period” means the period starting at first Go Live for any Subsystem using the TriTech Software and ending one (1) year thereafter. The Warranty Period for Interfaces and any Modifications will also end on the same date.

3.45 “Workstation” means any computer input station that utilizes the functionality of a Subsystem, whether the software resides locally or on a Server.

4.0 PRICES AND PAYMENT

4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The Contract Price for the purchased and/or licensed items hereunder is specified in Addendum A-8. Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A-7, pursuant to invoices issued by TriTech which shall be due upon receipt unless otherwise stated in the invoice.

4.1.1 For each payment milestone identified in Addendum A-7, TriTech’s Project Manager will provide the Client with a TCR. TriTech may invoice the payment milestone upon Client’s signing of the TCR or expiration of the period for signature as provided in the Statement of Work or a TCR.

4.1.2 The Contract Price for the Deliverables and Services defined in Addendum A-2 through Addendum A-8 is based on a firm fixed price, subject to the following adjustments. In the event that Client in its sole discretion chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Agreement, such then current pricing will apply. A change order for signature by both Parties will be processed to adjust the Contract Price.

4.2 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2%) per month, or the highest rate permitted by law, whichever is less, from forty-five (45) days after their due date until paid. The remittance address for payments only is:

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

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4.2.1 In the event that Client is in arrears on payments due to TriTech of more than sixty (60) days from the due date, TriTech in its sole discretion may elect to stop work on the Project for non-payment until Client becomes current on payments due. In such event the Project Schedule will be adjusted accordingly, and TriTech shall not be considered to be in default for delays caused by Client’s non-payment.

4.3 If Client desires to finance the Contract Price or any part thereof, it shall notify TriTech as soon as possible, but no later than the date of contract signing, and shall work diligently to secure said financing so as not to delay Delivery. TriTech shall be under no obligation to deliver any item hereunder until it receives a purchase order or firm letter of commitment, in a form satisfactory to TriTech, from such financing company. Should Client finance the Contract Price, TriTech shall not be obligated to refund any deposit until the lease or loan has been funded and TriTech has been paid in full. For purposes of this Agreement, the term “finance” includes but is not limited to leasing. TriTech reserves the right not to deliver any purchased or licensed items, or any part thereof, until credit approval and/or lease approval (if applicable) has occurred.

4.4 If Client desires to purchase any of the items specified in this Agreement via a lease or other financing option, this Agreement shall be incorporated by reference in the lease agreement or financing agreement and the terms and conditions herein shall supersede such agreements or any purchase order, assignment agreement, or other contract of the lessor or lender. Notwithstanding a lease or other financing option, Client shall continue to be fully obligated under this Agreement.

5.0 SOFTWARE LICENSES

5.1 In consideration for, and subject to, the payment of the license fee(s) specified in Addendum A-8 of this Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software:

5.1.1 The TriTech Software: A perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to Use the TriTech Software and the Documentation for said Software for Client’s own internal use and for use by agencies listed in Request For Proposals for Law Enforcement Records Management System: Appendix B dated January 28, 2019 for the applications described in the Statement of Work, at the Designated Locations, in the applicable environment (e.g., Production, Test, Training, or Disaster Recovery System) and in the quantity set forth in Addendum A-2. Client may make additional copies of the TriTech Software as reasonably required for archival or backup purposes, provided that such copies contain all copyright notices and other proprietary markings contained on the original, and are kept confidential in accordance with Section 9.0 herein. Additional TriTech Software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this Section 5.0. Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works from/of, or transfer any Software or Documentation, or permit others to do said acts, except as 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

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to a refund of any license fees paid. 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 that provide computer-aided dispatching to third parties. Notwithstanding, Client shall be entitled to Use Subsystem Software at the applicable Designated Locations for the purpose of the application(s) described in the Statement of Work to provide services for itself and other governmental agencies/entities in the county and state of the Designated Locations, provided that the Subsystem Software is installed and operated at only one physical location.

5.1.1.1 Each copy of the TriTech Software provided under this license that is identified in Addendum A-2 of this Agreement as a Disaster Recovery license may be used in the event of a failure, malfunction or other out of service condition of its Production System. In the event the Production System fails to operate, live operations may transfer to the Disaster Recovery System until the Production System returns to normal operational mode, provided that Software is not simultaneously operating on both the Production System and Disaster Recovery System.

5.1.2 TriTech Subscriptions: If applicable, the terms and conditions for use of the TriTech Subscription Service(s) are set forth in the TriTech Subscription Service Use & License Agreement attached as Addendum E.

5.1.3 Subcontractor Software: Licenses for any Subcontractor Software are set forth in Addendum D.

5.1.4 System Software: The licenses set forth in the applicable Vendor’s license agreements that accompany Software are incorporated herein. Third party products providing supplemental software code to the TriTech Software and not subject to separate licensing provisions shall be licensed in accordance with the provisions of this Section 5.

5.2 Title to all TriTech Software or Documentation shall remain with TriTech. Title to any third party Software or Documentation shall remain with the applicable Vendor or original licensor.

5.3 The Software licenses granted in this Agreement or in connection with it are for Object Code only and do not include a license or any rights to Source Code whatsoever except as specifically provided under Section 12.0 (Source Code Escrow).

5.4 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 is responsible for complying with all applicable export laws or regulations. Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by applicable government agencies is subject to restrictions as set forth in DFAR 48 CFR 252.227-7013 or FAR 48 CFR 52.227-14, as applicable.

5.5 These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable license agreements.

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5.6 Client may surrender any Software licenses provided in connection with this Agreement at any time by performing the actions described in Section 13.4 of this Agreement, or the applicable license agreement. Such surrender shall not affect TriTech’s right to receive and retain the Contract Price or other fees, charges and expenses earned hereunder.

6.0 DELIVERY, INSTALLATION, SERVICES, TITLE TO EQUIPMENT, AND RISK OF LOSS

6.1 TriTech will Deliver the items purchased and/or licensed hereunder and perform

the services pursuant to the Statement of Work, subject to the provisions of the FORCE MAJEURE/EXCUSABLE DELAY section (22.0) of this Agreement, and further subject to delays caused by the actions or omissions of Client, including, but not limited to, delays in performing the Client responsibilities as defined in the Statement of Work. Unless specifically identified as a TriTech task in the Statement of Work, Installation of Workstations into consoles, furniture or similar work area components at Client’s Designated Location is the responsibility of Client.

6.2 As further defined in the Statement of Work, TriTech will appoint a Project Manager who will act as the primary point of contact for TriTech’s services for the implementation process in the Project. Any services desired by Client in addition to those specified in this Agreement or the Statement of Work will be subject to the availability and scheduling of TriTech (or Subcontractor) personnel and at TriTech’s (or the Subcontractor’s) then-current rates, plus expenses. Prior to performing any of the aforementioned additional services, TriTech will provide a written quotation detailing the price (or time and materials estimate) for such services. TriTech may subcontract with certain Vendors that provide hardware, Software and/or services in connection with the Project (as more fully described in the Statement of Work), and pass through to Client warranties received from the Vendors thereof. Prior to Acceptance, should any Subcontractor hereunder be in default (provided such default is not due to any fault or delay of Client or its agents, due to any third party, or due to an event of Force Majeure, TriTech may either continue to perform the duties of the Subcontractor to fulfill the obligations for the Subcontractor in accordance with the Statement of Work, or provide an alternative solution; provided, however, that in no event will TriTech’s responsibility for any Subcontractor’s default exceed the price for such Subcontractor’s portion of the Contract Price.

6.3 The Statement of Work will define the implementation process for the Deliverables and services to be provided under this Agreement, including implementation of the Subsystems and Interfaces, testing, training; as well as the responsibilities of both TriTech and the Client for the relevant tasks associated with the Project.

6.4 The Project Schedule will define the timeframe for completion of Project Milestones and the party or parties involved in performing the task, e.g. TriTech, Client, or Subcontractor.

6.5 Title to all Equipment purchased under this Agreement shall not transfer to Client until payment for such Equipment has been remitted to TriTech.

6.6 Risk of loss of any Deliverable shall be borne by TriTech until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client.

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6.7 Unless provided as a fixed fee, freight costs, or travel costs incurred and invoiced by TriTech in connection with services rendered under this Agreement shall be paid by Client upon receipt of invoice. All travel costs and arrangements will be made in accordance with TriTech’s standard travel policy, a copy of which will be provided to Client prior to execution of this Agreement.

6.8 TriTech retains and Client hereby grants to TriTech a purchase money security interest in the Software licenses, Equipment, and other items acquired hereunder and in all accessions to, replacement of, and proceeds from said items, as security for the payment of the Contract Price. As used in this paragraph, “proceeds” include whatever is receivable or received when proceeds or collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance related thereto. (Nothing herein shall be deemed to grant or constitute a right to Client to transfer any Software licensed hereunder to any third party.) Client shall, at TriTech’s request, sign a financing statement and such other documents as TriTech reasonably requires to perfect its security interest. Such security interest shall be released upon full payment of the Contract Price.

6.9 Until full payment of the Contract Price is made, Client shall maintain the items purchased/licensed under this Agreement in good order and repair at Client’s expense, except as otherwise provided under the warranty provisions of this Agreement or any applicable third party warranty, and shall use such items in a manner that will not subject them to waste or deterioration.

6.10 Client shall not, without the prior written consent of TriTech, sell, lease, encumber or otherwise dispose of the items purchased under this Agreement until TriTech’s security interest hereunder has been released. (Nothing in the foregoing shall be deemed to grant or imply any license or other right to Client to sell, lend, rent, lease or otherwise transfer the TriTech Software to a third party.)

6.11 Should Client (i) fail to pay any amount specified in this Agreement when it becomes due, (ii) fail to perform any provision of this Agreement to be performed by it, (iii) make an assignment for the benefit of creditors, (iv) suffer the appointment of a receiver for any substantial part of its assets, (v) institute any proceedings for dissolution or full or partial liquidation, or (vi) commence proceedings in bankruptcy for liquidation or reorganization, Client shall be in default of this Agreement under Article 9 of the Uniform Commercial Code, and TriTech shall have the rights and remedies afforded a secured party by the chapter of “Default” of Article 9 of the Uniform Commercial Code then in effect, subject to Section 13.1 herein. In conjunction with the above-named chapter, but not by way of limitation, TriTech may:

6.11.1 Require Client to disassemble the Equipment, other hardware, and permanently remove the Software from Client’s computers or other storage media or locations and make all such items available to TriTech at Client’s premises or such other location as is mutually agreed by the Parties.

6.11.2 Render said Software unusable.

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6.11.3 Apply the proceeds received from the sale or other disposition of the equipment or software acquired hereunder, in addition to the items specified in Article 9 of the Uniform Commercial Code, against payment of reasonable attorneys’ fees and legal expenses incurred by TriTech as a result of Client’s default.

7.0 SITE PREPARATION

7.1 Client agrees to provide, in a timely manner and at its own expense, required facilities and equipment specified in the Statement of Work, Addendum A-9 (the System Planning Document), the Documentation, or as otherwise specified by TriTech in writing.

8.0 ACCEPTANCE

8.1 General. Testing of the System and Subsystems shall occur throughout the Project life cycle as further defined in the Statement of Work (“SOW”). Prior to conducting the Functional Acceptance Test (“FAT”) process as defined below, TriTech shall provide the standard FAT documents for the System and Subsystems. TriTech shall conduct the FAT with the Client’s participation in accordance with the Project plan. Individual test cases within the FAT documents shall have pass/fail criteria and with results provided to the Client in a test report. Client shall not suspend testing when problems are experienced and restart a FAT when the problems are corrected unless the problems prevent continuing with FAT testing. If FAT testing must be suspended pending corrective action, Client shall promptly advise TriTech by the fastest available means. During the FAT process, any FAT issues detected will be mutually defined and agreed upon as Pre-Go Live Issues to be corrected prior to Go Live, or Post Go Live Issues that do not affect the Go Live readiness of the System. Issues mutually defined as Post Go Live will be corrected following Go Live. The FAT process and milestones are further defined in the SOW.

8.2 Final Subsystem Testing. Following the test processes defined in the SOW, and Client and TriTech’s mutual agreement of the Go Live Date, upon Go Live for those Subsystems that Go Live together or separately, the Client shall utilize the Subsystem(s) for a thirty (30) day Acceptance test period (“the Acceptance Test Period”) to verify operational system and Subsystem functionality in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in Addendum B of the Software Support Agreement) are reported and verified during such thirty (30) day period, the Subsystem(s) shall have achieved Final Acceptance as evidenced by signing of a mutually agreed upon Task Completion Report (TCR). In the event that a Critical Priority or Urgent Priority Software Error occurs during the Acceptance Test Period, TriTech shall commence actions in accordance with the Software Support Agreement to correct the reported error.

8.2.1 In the event that a Critical Priority Software Error occurs between day one (1) and day thirty (30) of the Acceptance Test Period, the Acceptance Test Period will be stopped and restarted at day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement.

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8.2.2 In the event that an Urgent Priority Software Error occurs between day one (1) and day fifteen (15), the Acceptance Test Period will be stopped and restarted from day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. If the Software Error occurs between day fifteen (15) and day thirty (30), the Acceptance Test Period will be stopped and restarted from the day the resolution has been provided in accordance with the Software Support Agreement. 8.2.3 As detailed in the Statement Of Work, section 7.5 UCR Testing and Acceptance, a payment of five (5) percent will be payable at the conclusion of the UCR testing. 9.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS

9.1 TriTech agrees to maintain Client’s confidential business information and confidential data, including patient identifying data, to which TriTech gains access in confidence and to not disclose such information except as required to perform hereunder or as required by law. Client will use reasonable efforts to identify or designate information or data as confidential at or within five (5) business days of disclosure. Notwithstanding the above, the applicable Vendor or original licensor shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know-how, and copyrightable expression learned or acquired (including without limitation any feedback, suggestions, or other information or materials) as a result of or in connection with this Agreement to make modifications and enhancements to Software or Documentation. Client shall acquire no intellectual property ownership rights to Software or Documentation as a result of such use, whether as author, joint author, or otherwise. Confidential information does not include any information which (a) is generally available to the public or becomes generally known to the public through no act or omission of TriTech or any violation of confidentiality; (b) is disclosed to TriTech by third parties without breach of confidentiality obligations; (c) is already in the lawful or rightful possession of TriTech prior to receipt of the confidential information or (d) is developed independently by TriTech without use of the confidential information.

9.1.1 TriTech maintains a security program for managing access to client data – particularly HIPAA and CJIS information (“Security Approved Personnel”). This includes 1) a pre-employment background check; 2) security training required by Federal CJIS regulations; and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide reasonably required documentation (such as the CJIS Security Addendum Certification form and VPN documents).

9.1.1.1 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff’s job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client’s site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client’s site or for a vendor (such as Live Scan) to travel to the applicable TriTech office location. This provision will apply during the installation of the Project and for the duration of the Client’s Software Support Agreement.

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9.2 Client understands and agrees that the Software and Documentation (including without limitation Subsystem Software and Documentation) including, but not limited to, the Source Code, Object Code, the OSDs, IRDs and FATs, the Statement of Work, the software design, structure and organization, software screens, the user interface and the engineering know-how implemented in the software, together with any other information identified by TriTech or a Vendor as confidential or proprietary (collectively “Vendor Proprietary Information” or “VPI”) constitute the valuable properties and trade secrets of the Vendor thereof, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to the Vendor a competitive advantage.

9.2.1 The material presented in TriTech’s training courses is VPI and not intended for public disclosure or disclosure to third parties. Clients may videotape training sessions provided on-site at the Client’s facilities by TriTech staff for the Client’s own internal use only; provided, however, that the TriTech training staff have consented in writing to such videotaping. The Client is responsible for managing secure access to and copying or distribution of any TriTech provided training materials or Client-made videotapes of TriTech training sessions.

9.3 Client agrees during the term of the license granted under this Agreement, and thereafter, to hold the VPI, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Client’s exercise of the license rights granted hereunder. Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions.

9.4 Client shall not attempt or authorize others to attempt to learn the trade secrets, technology, ideas, processes, methods of operation, know-how and/or confidential information contained in the Software by duplication, decompilation, disassembly, other forms of reverse engineering, or other methods now known or later developed. Client may not access or allow access to Source Code by any person and for any reason unless expressly authorized by Section 12.0 (Source Code Escrow) herein.

9.5 Client shall inform TriTech promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of VPI.

9.6 If any VPI is subject to any Federal or State statutes(s) providing for public access or disclosure of public records, documents or other material, Client shall as allowed by law (i) provide to TriTech (and, if applicable the concerned Subcontractor) written notice of any request or other action by a third party under said statute(s) for release, access, or other disclosure thereof, (ii) provide to TriTech (and, if applicable the concerned Subcontractor) a reasonable opportunity to respond to and/or oppose such action in the appropriate forum and (iii) take such steps as are permitted under said statutes to assert in response to such action any exemptions or other protections available thereunder to prevent, restrict and/or control the public release, access and/or disclosure of the VPI.

9.7 The obligations specified under this Section 9 shall survive any termination or rescission of this Agreement.

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10.0 LIMITED WARRANTIES

10.1 The TriTech Software. TriTech warrants that, during the Warranty Period, the TriTech Software will perform in substantial conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, Client shall notify TriTech in accordance with the Software Support Agreement. TriTech shall, at its option, replace the defective TriTech Software, or correct the defect in accordance with the Software Support Agreement. This Section 10.1 sets forth Client’s sole remedy with respect to the foregoing warranty.

10.1.1 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. (Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of paragraph 10.1.2.5, below, shall constitute the agreement of the Parties with respect to viruses.) Client’s sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Software that does not contain any of the above-described routines or devices.

10.1.2 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:

10.1.2.1 Modification of the TriTech Software, System Software or Equipment by Client or a third party at the direction of the Client.

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

10.1.2.3 Software not provided by TriTech, not specified as compatible in the Documentation, or Client not following the procedures for loading third party software on a Workstation or Server as set forth in paragraph 11.5 of this Agreement and further defined in the System Planning Document (Addendum A-9 hereto).

10.1.2.4 Equipment which does not meet the configuration requirements specified in the Documentation, by failure of Client to provide and maintain the site and facility requirements described in Section 7.0 herein, or the use of other equipment as substitutes for the Equipment listed in Addendum A-4.

10.1.2.5 Computer viruses that have not been introduced into Client’s system by TriTech. Client shall maintain up-to-date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System including, but not limited to, Workstations or 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

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provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software (but not Client’s data) on Client’s Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System to mitigate the consequences of any virus. This Section 10.1.2.5 states Client’s sole remedy with respect to viruses arising from or relating to the System.

10.1.2.6 Equipment or software provided by third parties with which the TriTech Software interfaces or operates 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 (unless identified in the Addendum A-3 as a line item in this Agreement) 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.

10.2 Problems in the TriTech Software or transmission of data caused by wireless services, including cell phone carriers, cell phone devices and operating systems, and any personal settings on the devices are not warranted by TriTech, or covered under the terms of this Agreement. Client’s use of services provided by wireless service providers or carriers, or transmission of data from cell phone carriers, cell phones and operating systems, and the security, privacy, or accuracy of any data provided via such services is at Client’s sole risk.

10.3 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.

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

10.5 Any warranties for the TriTech Subscription Services, if applicable, are only as set forth in the TriTech Subscription Service Use & License Agreement provided at Addendum E.

10.6 Equipment, System Software and Subcontractor Hardware and Software, and any other items or services provided under this Agreement and not manufactured by TriTech (collectively “Third Party Items”) are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to Client all warranties on Third Party Items which TriTech is permitted to pass through to Client. If, during the warranty period for Third Party Items Client determines that they do not perform as warranted, Client shall contact TriTech using the procedures described in the Software Support Agreement. TriTech will inform Client prior to executing this Agreement if TriTech plans to use Third Party Items for which there is a warranty that TriTech is not permitted to pass through to Client.

10.7 EXCEPT AS SPECIFICALLY STATED IN THIS SECTION 10, 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. TRITECH

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RESELLS AND PASSES THROUGH THIRD PARTY PRODUCTS ON AN “AS IS, WHEN AVAILABLE” BASIS. TRITECH DOES NOT REPRESENT OR WARRANT THAT ANY TRITECH PRODUCT OR THIRD PARTY ITEMS, INCLUDING HARDWARE, SOFTWARE OR SERVICES, WILL BE FREE FROM ERRORS, DEFECTS OR INFRINGEMENT.

11.0 MAINTENANCE AND SOFTWARE SUPPORT

11.1 The TriTech Software. Software Support shall begin upon the date of first Go Live for any Subsystem and end twelve (12) months thereafter. Software Support is subject to and will be provided in accordance with the terms of the Software Support Agreement to be entered into between the Client and TriTech coincident with this Agreement.

11.2 TriTech Subscription Services. Support terms for the TriTech Subscription Services, if applicable, are set forth in the TriTech Subscription Service Use & License Agreement provided at Addendum E, and shall govern in the event of a conflict between Addendum E and the Software Support Agreement.

11.3 System Software. Client is responsible for maintaining licensing, including updates for System Software.

11.4 Subcontractor Hardware and Software. The initial twelve (12) month maintenance and support period for those Vendors identified in Addendum A-6 will be provided to Client by the respective Vendors as Subcontractors to TriTech. During this time, Client shall contact TriTech in accordance with the procedures in the Software Support Agreement to report any errors or defects detected with respect to such items. During this time, TriTech shall assist Client in determining the nature of the problem, and will contact the appropriate Vendor for resolution; TriTech will use commercially reasonable efforts to follow-up with the Vendor and maintain contact with both the Vendor and Client to coordinate problem resolution. Support and maintenance will be provided in accordance with the respective Vendor’s support and maintenance agreements, attached hereto at Addendum C. At the conclusion of such initial annual maintenance and support period, maintenance and support shall be subject to and provided in accordance with any maintenance agreements between Client and the respective Vendors. TriTech shall not be a party to such maintenance and support agreements nor shall TriTech have any liability thereunder. Thereafter, provided that Client maintains in force an annual TriTech Software Support Agreement, Client may contact TriTech in accordance with the Software Support Agreement, and TriTech shall provide Help Desk services to Client with respect to the reported problem only to the extent relating to TriTech Software or determining if the problem is due to any third party or Vendor other than TriTech. If the problem is due to a third party or Vendor other than TriTech, Client is responsible for contacting the Vendor or third party for any further support or maintenance services for the problem. TriTech has no obligations to provide maintenance or support for any non-TriTech Software except as specifically provided in this Section 11.4.

11.5 Equipment. Maintenance and support for all Equipment sold hereunder is not included under this Agreement. However, because proper computer equipment maintenance is required for proper system operation, Client agrees to acquire and keep in force computer and peripheral equipment maintenance agreements for the equipment used to operate the TriTech

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Software or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in the Software Support Agreement. TriTech shall thereupon provide Help Desk services to Client as provided in the then-applicable Software Support Agreement. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

11.6 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in the Software Support Agreement for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client’s needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System which is attributable to Client chosen third-party software, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software.

12.0 SOURCE CODE ESCROW

12.1 TriTech Software. Subject to payment of the applicable escrow fees by Client and Client’s execution of the applicable escrow documents, TriTech shall enroll Client as a Preferred Beneficiary of the applicable TriTech Source Code escrow account with Iron Mountain Intellectual Property Management (the “Escrow Agent”). A copy of TriTech’s Master Preferred Escrow Agreement with Iron Mountain is attached ast Addendum B. Client shall pay all escrow fees and expenses associated with the Escrow, including but not limited to first year fees (which are included as a line item in the Contract Price), renewal year fees, and fees for additional services, if any, selected by Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (i) all Updates to the TriTech Software released during the preceding month and (ii) any TriTech Software Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to non-payment of escrow charges by Client, or (iii) this Agreement is terminated. Source Code released under the terms of the Source Code Escrow Agreement shall be deemed part of the TriTech Software hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Section 5.0, except as modified below.

12.1.1 Source Code shall be released to Client only upon the occurrence of and only during the duration of one of the following conditions:

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12.1.1.1 TriTech’s persistent and uncured failure to carry out or provide for the carrying out of material warranty obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the Parties with respect to the TriTech Software, which failure persists for a period of thirty (30) days after written notice from Client to TriTech asserting such failure and the intention to demand a release of Source Code from escrow, or

12.1.1.2 TriTech’s failure to continue to do business in the ordinary course without providing an alternate source of warranty or Software Support by a ready, willing and able assignee.

12.1.2 The escrowed Source Code and other material released to Client hereunder shall be subject to all of the terms and conditions of this Agreement, including without limitation the Confidentiality provisions herein, except as specifically modified in this paragraph. Without limiting the generality of the foregoing, the Source Code shall, except for periods of actual use, be kept in a secure, locked container and/or a secure protected computer file with access limited only to those with a need to know for purposes of software maintenance. Any person or entity granted access shall be required to agree in writing to comply with this paragraph. TriTech shall, upon request, be provided with a copy of such agreement(s).

12.1.3 Provided that a release of Source Code is rightfully made hereunder, Client is granted a license to copy and Use the Source Code for the sole purpose of software maintenance. For purposes of these Source Code Escrow provisions, the term “software maintenance” means correction of software errors and preparation of software modifications and enhancements for Client’s internal use only. If Client creates new and original computer code not derived from the TriTech Software or the ideas, processes, methods of operation, technology or know-how implemented therein, in the process of software maintenance, the intellectual property rights (including copyright, patent and trade secret) in and to that specific new and original code shall be owned by Client. However, if Client’s enhancements or other modifications result in the creation of a derivative work from the TriTech Software, or a work based upon the ideas, processes, methods of operation, technology or know-how implemented therein, the intellectual property rights (including copyright, patent and trade secret) in and to such work shall be owned by TriTech and Client’s rights to use such work shall be limited to those granted with respect to the TriTech Software in this Agreement. No rights to distribute Source Code or derivative works therefrom are granted hereunder.

12.2 Subcontractor Source Code Escrow. If Client desires to enter into Source Code escrow agreements for the Subcontractor Software provided hereunder, such agreements shall be entered into directly between Client and the licensors thereof. TriTech shall not be a party to such Subcontractor Source Code escrow agreements.

13.0 DEFAULT AND TERMINATION

13.1 TriTech may terminate this Agreement and the TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material term or condition of this Agreement unless (a) in the case of failure to pay monies due to TriTech, Client cures such failure within fifteen (15) days after written notice of such failure by TriTech or (b) in other cases, Client cures such failure(s) within thirty (30) days of such notice or in the case of failures which are curable,

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but not reasonably susceptible to cure within thirty (30) days, 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.

13.1.1 In the event of termination in accordance with paragraph 13.1 above, TriTech’s subcontractors providing software licenses hereunder may also terminate such licenses granted to Client with respect to this Agreement.

13.2 Client may terminate this Agreement if (i) 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 (or the applicable Subcontractor) commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) 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.

13.3 Upon termination, Client shall permanently remove and destroy all copies of the Software from its computer system, media, or other locations, destroy all copies of the Documentation and associated materials and certify to TriTech in writing that Client has performed said actions and has not retained or permitted others to retain any such copies whether on a computer system or Server, hard copy or CD-ROM, magnetic or other media, backup or archival copies, or otherwise. Client shall perform these same procedures for removal and destruction of System Software and Subcontractor Software, and the associated Documentation, and so notify TriTech.

14.0 LIABILITY

14.1 TriTech shall indemnify, defend, save, and hold 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; however, TriTech shall not be required to indemnify Client for any claims or actions caused to the extent of the negligence or wrongful act of Client, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Client, or its employees, agents or contractors, TriTech’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

14.2 NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF TRITECH FOR ANY CLAIM OR DAMAGE ARISING FROM OR OTHERWISE

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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 CONTRACT PRICE 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 LESSER OF THE COVERAGE LIMITS OF SUCH INSURANCE OR THE AMOUNT ACTUALLY PAID TO TRITECH OR CLIENT BY THE APPLICABLE INSURANCE CARRIER FOR SUCH DAMAGE.

14.3 Except for actions for copyright, trade secret, or trademark infringement, no action or proceeding arising out of any claimed breach of this Agreement or transaction may be brought by either Party more than four (4) years after the cause of action has accrued.

14.4 To the extent allowed by law, 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’s or, its employees, agents, contractors, or any subcontractors as a result of the use or misuse of the TriTech Software.

14.5 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.

15.0 INSURANCE

15.1 Beginning at the start of TriTech’s performance under this Agreement, and ending when TriTech is no longer providing to Client annual Software Support, TriTech shall maintain in force a policy of General Liability Insurance with coverage limits of $1,000,000 per occurrence, $2,000,000 aggregate.

15.2 Within ten (10) days of this Agreement being fully executed, TriTech shall cause Client to be added as an additional insured to the above-described policy.

16.0 COPYRIGHT & TRADE SECRET INFRINGEMENT

16.1 TriTech will at its expense defend against any claim, action or proceeding by a third party (“Action” herein) to the extent due to claimed 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 substantially all the functionality and performance described in the Specifications remains). Client may participate in the defense of such Action at its own expense. If TriTech concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client’s use

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of the TriTech Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return to Client the TriTech Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client’s use of the TriTech Software (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to thirty-six (36) months times the license fees paid) and the licenses granted in this Agreement shall terminate. In addition, in the event such Action results in a money judgment against Client which does not arise, wholly or in part, from the actions or omissions of Client, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTech will, subject to Section 14.0 herein, indemnify Client.

16.2 Notwithstanding the above, TriTech shall have no duty under this section 16.0 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, Subcontractor Hardware or

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 16.0 states the entire obligation of TriTech regarding infringement of intellectual property

rights, and it will survive the termination of this Agreement.

17.0 DISPUTE RESOLUTION

17.1 The Parties desire to first attempt to resolve certain disputes, controversies and claims arising out of this Agreement or any Addenda hereto before a Party begins litigation. Prior to commencing litigation, at the written request of either Party, the Parties agree to meet onsite at the Client’s location and negotiate in good faith to resolve any dispute arising under this Agreement. Each Party shall be responsible for its associated travel costs. If the above negotiations do not resolve the dispute with sixty (60) days of the initial written request, either Party may take appropriate legal action.

18.0 SALES, USE AND PROPERTY TAX

18.1 Unless exempt from such taxes, Client shall be solely responsible for payment or reimbursement to TriTech of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Client or TriTech. If exempt, Client shall provide to TriTech written evidence of such exemption. Client shall also pay any personal property taxes levied by government agencies based upon Client’s use or possession of the items acquired or licensed in this Agreement.

19.0 SEVERABILITY

19.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof

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shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

20.0 FORCE MAJEURE/EXCUSABLE DELAY

20.1 Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond its reasonable control), the actions or omissions of the other Party or its officers, directors, employees, agents, contractors or elected officials and/or other similar occurrences beyond the Party’s reasonable control (“Excusable Delay” herein). In the event of any such Excusable Delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay.

21.0 CONSTRUCTION AND HEADINGS

21.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections.

22.0 WAIVER

22.1 The failure or delay of any Party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either Party to enforce each and every provision.

22.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach.

23.0 ENTIRE AGREEMENT

23.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the Parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement.

24.0 APPLICABLE LAW

24.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions.

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25.0 ASSIGNMENT

25.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of TriTech’s assets, TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech’s executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee.

26.0 NOTICES

26.1 All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof.

To Client: To TriTech: Santa Cruz Regional 9-1-1 TriTech Software Systems 495 Upper Park Road, 1000 Business Center Drive Santa Cruz, CA 95065 Lake Mary, FL 32746 Attn: Dennis Kidd Attn: Contracts

27.0 ORDER OF PRECEDENCE

27.1 The following documents shall comprise the Agreement between the Parties concerning the subject matter of this Agreement, and in the event of any dispute arising from or related to this Agreement, shall have the following order of precedence:

A. This Agreement and all Addenda and other documents attached to or incorporated by reference herein. In the event of a conflict between this Agreement and an Addendum, this body of this Agreement shall take precedence; B. The applicable Client approved OSDs, IRDs, IFCDs and FTs.

C. Compliance Statements (Point-by-Point Response to RFP) D. Proposal amendment E. Proposal F. RFP Addenda G. RFP H. Vendor terms and conditions included in Proposal

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28.0 GENERAL TERMS

28.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either Party except as provided in the ASSIGNMENT section of this Agreement.

28.2 This Agreement shall not become a binding contract until signed by an authorized officer of each Party, and it is effective as of the date so signed.

28.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof.

28.4 The provisions contained herein shall not be construed in favor of or against either Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement.

28.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders.

28.6 A facsimile or scanned signature copy of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement shall be treated as an original in all respects; the Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy.

28.7 This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

28.8 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, BUSINESS FORM OR OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES.

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SANTA CRUZ REGIONAL 9-1-1 TRITECH SOFTWARE SYSTEMS

Accepted By (Signature) Accepted By (Signature)

Printed Name Printed Name

Title Title

Date Date

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ADDENDUM A

PROPRIETARY INFORMATION1

SUMMARY OF CONTENTS

Addendum No. Description A-1 Statement of Work, with attached Subcontractor Statements of Work (if applicable) which are incorporated herein by reference A-2 Number of TriTech Software Licenses, Installation and Shipping Instructions A-3 TriTech Services, Support and Maintenance Fees, and Miscellaneous A-4 Equipment A-5 System Software A-6 Subcontractor Software, Hardware and Services, if applicable A-7 Payment Terms A-8 Contract Price Summary A-9 System Planning Document

1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITECH SOFTWARE

SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT BE COPIED OR DISCLOSED TO THIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS.

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ADDENDUM A-1


STATEMENT OF WORK

(Attached)



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ADDENDUM A-2


NUMBER OF TRITECH SOFTWARE LICENSES, INSTALLATION AND SHIPPING INSTRUCTIONS

Inform CAD Software License Fee(s) Unit Price Qty Total Price

TriTech Message Switch 1

TriTech Message Switch Query Builder 1

Inform CAD Software License Fee(s) Subtotal: $42,000.00

Inform RMS Software License Fee(s) Unit Price Qty Total Price

Inform RMS Accident 1

Inform RMS Concurrent User License 164

Inform RMS Disaster Recovery System 1

Inform RMS Evidence and Barcoding 1

Inform RMS GIS - Disaster Recovery 1

Inform RMS GIS - Test or Training System 1

Inform RMS GIS (Without CAD) 1

Inform RMS Reporting Server License 1

Inform RMS Server Software (C - 121-250 Users) 1

Inform RMS Test or Training System 2

NCIC/State Software Inform RMS Concurrent User 16

Inform RMS Software License Fee(s) Subtotal: $351,738.00

TriTech Upgrade Credit: ($-82,799.09)



TriTech Software License Fee(s) Total: $310,938.91

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Custom Solutions Unit Price Qty Total Price

Data Posse Mobile Application Import 1

EIS Jail Management System (JMS) Interface 1

EvidenceOnQ by FileOnQ - Bidirectional - 3rd Party Format 1

Fingerprint Bidirectional to Inform RMS or Jail - 3rd Party Format 1

Phoenix Group WinCite Export 1

Police to Citizen License (for population 272,000) 1

Premier One CAD Import 1

RMS Site License 1

Tyler Warrants Import 1

Custom Solution(s) Total: $179,074.00

Recurring Fee(s) (Year 1)

Product Name Unit Price Qty Total Price

IQ CrimeView Dashboard T3 (250K to 450K) Subscription 1

IQ Search (A - 1-10 Concurrent Users) One Year Subscription 1

Recurring Fee(s) (Year 1): $14,550.00

The following agencies are included in the site license:

• Santa Cruz Sheriff's Office

• Capitola Police

• Santa Cruz Police

• Watsonville Police

• Santa Cruz Regional 9-1-1

• Santa Cruz County District Attorney's Office

• Santa Cruz County Gang Task Force If any additional agencies are added to the site license in the future, there will be additional costs including but not limited to software and services. INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To: Santa Cruz Regional 9-1-1 FAO Amethyst Uchida

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495 Upper Park Rd, Santa Cruz, CA 95065 Shipping restrictions: Lift gate is required; no loading dock is available at this location. Restricted access.

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ADDENDUM A-3


TRITECH SERVICES, SUPPORT AND MAINTENANCE FEES AND MISCELLANEOUS

Inform RMS Implementation Service Fee(s) Unit Price Qty Total Price

24 Hours Additional BA Support (at no charge) 1

Inform RMS 3-Day Workshop and Consultation 4

Inform RMS Administration Review and Training - (C - 121-250 concurrent users) 1

Inform RMS Business Analysis and Consultation Services (140 Hours) (C - 121-250 Users) 1

Inform RMS DOLF (C - 121-250 Users) 1

Inform RMS End User Training - Civil & Warrants (2 days) 1

Inform RMS End User Training - Field Officers (2 Days) 2

Inform RMS End User Training - Investigations (2 Days) 1

Inform RMS Interface Server Remote Installation 2

Inform RMS Output Designer Workshop 3 Day 1

Inform RMS Post Go Live System Optimization and Advanced Configuration Workshop (3 Days at the Customer Site) 1

Inform RMS Property and Evidence Workshop (3 Days) 1

Inform RMS Reporting Server Configuration 1

Inform RMS Routing/GIS Server Implementation 4

Inform RMS Server Installation and Configuration 4

Inform RMS Standard Functional Acceptance and Integration Testing - (C - 121-250 users) 1

Inform RMS System Orientation and Analysis - (C - 121-250 users) 2

Inform RMS User Training - Records (2 Days) 1

Onsite Go Live Support Services for Inform RMS (8 Hour Coverage for 2 Days - Single Shift Per Day, Two People Per Shift) 2

Police to Citizen Implementation 1

Remote Implementation Services for Inform RMS GIS 4

Standard Inform RMS Data Conversion 2

Inform RMS Implementation Service Fee(s) Subtotal: $317,110.00

IQ Implementation Service Fee(s) Unit Price Qty Total Price

IQ CrimeView Dashboard T3 Subscription Professional Services 1

IQ Search 1/2 Day Admin Training (Remote) 1

IQ Search 1/2 Day End User Training (Remote) 1



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IQ Setup and Conversion Services (Up to 5 years for TT Products) 1

Inform IQ Implementation Service Fee(s) Subtotal: $32,990.25

Project Related Fee(s)


Project Management 1

Estimated Travel Expenses (To be billed as incurred) 1

Arcserve Installation and Configuration 2

Report Writing Training (3 days) 1

Shipping 1

System Integration Fee - DR 1

System Integration Fee - Primary 1

TriTech Software Source Code Escrow Setup 1

Project Related Fee(s) Total: $309,081.41

Recurring Fee(s) (Year 1)


CJIS Cloud Storage - Backup and Disaster Recovery: 250GB Annual Subscription 1

Escrow Fees (Annual Fee) 1

Recurring Fee(s) (Year 1): $1,500.00

Annual Maintenance Fee(s) (Year 1)

Product Name Support Level Total Price

Data Posse Mobile Application Import 8 x 5

EIS Jail Management System (JMS) Interface 8 x 5

EvidenceOnQ by FileOnQ - Bidirectional - 3rd Party Format 8 x 5

Fingerprint Bidirectional to Inform RMS or Jail - 3rd Party Format 8 x 5

Inform RMS Accident 8 x 5

Inform RMS Concurrent User License 8 x 5

Inform RMS Disaster Recovery System Maintenance

Inform RMS Evidence and Barcoding 8 x 5

Inform RMS GIS - Disaster Recovery

Inform RMS GIS - Test or Training System

TriTech Implementation Service Fee(s) Total: $350,100.25

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Inform RMS GIS (Without CAD) 8 x 5

Inform RMS Reporting Server License 8 x 5

Inform RMS Server Software (C - 121-250 Users) 8 x 5

Inform RMS Test or Training System Maintenance

NCIC/State Software Inform RMS Concurrent User 8 x 5

Phoenix Group WinCite Export 8 x 5

Police to Citizen License (for population 272,000) 8 x 5

Premier One CAD Import 8 x 5

RMS Site License 8 x 5

TriTech Message Switch 8 x 5

TriTech Message Switch Query Builder 8 x 5

Tyler Warrants Import 8 x 5

Annual Maintenance Fee(s) (Year 1) Total: $109,986.16

*The Software Support fee for the initial term of TriTech annual Software Support, beginning at Acceptance and ending 12 (twelve) months thereafter, is included in the Contract Price of this Agreement. Thereafter, annual Software Support fees will be invoiced in accordance with the Software Support Agreement entered into between TriTech and Client coincident with this Agreement.

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ADDENDUM A-4


EQUIPMENT

Detailed Bill Of Materials for System Hardware and System Software provided as a deliverable.

Hardware


Inform RMS Web Evidence and Barcode Desktop Printer 4

Inform RMS Web Evidence and Barcoding Labels for Zebra printer using Thermal Transfer Labels 4" x 2" 4

Inform RMS Web Evidence and Barcoding Scanner 4

Inform RMS Web Evidence and Barcoding Wax Ribbon cartridge for Zebra Printer 4

System HW/SW - DR 1

System HW/SW - Primary 1

Hardware Total: $390,806.63

Sales Tax @ 9.25% $36,149.61



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ADDENDUM A-5


SYSTEM SOFTWARE


Arcserve High Availability for Enterprise OS Servers - Commercial 2

Third Party Products and/or Services Total: $13,260.00

NOTE: Additional Client responsibilities regarding licensing requirements for System Software for continued maintenance, including system expansion, are provided in the System Planning Document.



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ADDENDUM A-6


SUBCONTRACTOR SOFTWARE, HARDWARE AND SERVICES

(ATTACHED, IF APPLICABLE)



BOD 09/26/19 Page 98


ADDENDUM A-7


PAYMENT TERMS

At Contract Execution 15% $ 172,379.19

Installation of Inform RMS Server Software 20% $ 229,838.91

Completion of DOLF (Demonstration of Licensed Functionality) 25% $ 287,298.64

Completion of Pre-Go Live End User Training 15% $ 172,379.19

UCR Acceptance prior/at Go Live 5% $ 57,459.73

Go Live 10% $ 114,919.46

Acceptance 10% $ 114,919.46

Hardware & System Software due at time of order 100% $ 440,216.24

Subscription Fees Year 1 due at Go Live 100% $ 16,050.00

Project Total

$1,605,460.81



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BOD 09/26/19 Page 100


ADDENDUM A-8


CONTRACT PRICE SUMMARY2

Product / Service Price

TriTech Software Licenses $393,738.00

TriTech Upgrade Credit $(82,799.09)

Custom Solutions Software $179,074.00

TriTech Software Subscriptions Year 1 $14,550.00

Implementation Fees $659,181.66

Recurring Fees (Cloud & Escrow) Year 1 $1,500.00

Hardware (incl. sales tax) and System Software $440,216.24

Project Total $ 1,605,460.81



2 Shipping costs, travel costs and any applicable sales, use value added or similar taxes shall be paid by Client. Unless such costs or taxes are listed as a line item herein, they shall be invoiced separately, payable on receipt of the invoice therefor.

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ADDENDUM A-9


SYSTEM PLANNING DOCUMENT

(TO BE PROVIDED AS A DELIVERABLE)



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ADDENDUM B

TRITECH MASTER PREFERRED SOURCE CODE ESCROW AGREEMENT

(ATTACHED)

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ADDENDUM C

SUBCONTRACTOR WARRANTY, SUPPORT AND MAINTENANCE AGREEMENTS


BOD 09/26/19 Page 104


ADDENDUM D

SUBCONTRACTOR LICENSE AGREEMENTS


BOD 09/26/19 Page 105


ADDENDUM E

SUBSCRIPTION SERVICE USE & LICENSE AGREEMENT

(ATTACHED)

BOD 09/26/19 Page 106

Software Support Agreement Copyright © 2019 TriTech Software Systems – Confidential & Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 24


Company


Lake Mary, FL 32746

Phone: 407.304.3235


SOFTWARE SUPPORT AGREEMENT

TRITECH SOFTWARE SYSTEMS

BOD 09/26/19 Page 107



TABLE OF CONTENTS

1.0 DEFINITIONS ........................................................................................ 3

2.0 TERM AND TERMINATION .................................................................. 3

3.0 SUPPORT FEE(S) ................................................................................ 4

4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE

OF CONDUCT....................................................................................... 5

5.0 SOFTWARE ERROR CORRECTION ................................................... 6

6.0 SOFTWARE UPDATES ........................................................................ 7

7.0 LIMITATIONS........................................................................................ 7

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE,

AND SYSTEM SOFTWARE ................................................................. 9

9.0 LIMITATION OF LIABILITY ................................................................ 10

10.0 DISPUTE RESOLUTION .................................................................... 10

11.0 SEVERABILITY .................................................................................. 10

12.0 FORCE MAJEURE/EXCUSABLE DELAY ......................................... 10

13.0 CONSTRUCTION AND HEADINGS ................................................... 11

14.0 WAIVER .............................................................................................. 11

15.0 ENTIRE AGREEMENT ....................................................................... 11

16.0 APPLICABLE LAW ............................................................................ 11

17.0 ASSIGNMENT..................................................................................... 11

18.0 NOTICES ............................................................................................ 12

19.0 GENERAL TERMS ............................................................................. 12

ADDENDUM A ................................................................................................ 14

ADDENDUM B ................................................................................................ 15

ADDENDUM C ................................................................................................ 24

BOD 09/26/19 Page 108



Client: Santa Cruz Consolidated Emergency Communications Center (dba Santa Cruz Regional 9-1-1)

Address: 495 Upper Park Road

City, State, Zip: Santa Cruz, CA 95065

Phone: (831) 471-1000

Contact Name: Dennis Kidd, General Manager

This Agreement is made by and between TriTech Software Systems a CentralSquare Technologies company, referred to herein as “TriTech”, with offices at 1000 Business Drive, Lake Mary, FL 32746 and Client named above, referred to herein as “Client”.

A. WHEREAS, TriTech and Client have entered into a System Purchase Agreement (the “Purchase Agreement”); and

B. WHEREAS, this Software Support Agreement (this “Agreement”) is entered into to provide Software Support for the TriTech Software for a period of one year, subject to annual renewal thereafter; and

C. WHEREAS, during the initial term of this Agreement, TriTech shall act as the

Prime Contractor for maintenance of the System and shall provide the single point of contact with the Client as further defined herein;

NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows:

1.0 DEFINITIONS

1.1 All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement, which section is incorporated by reference herein as though set forth in full.

2.0 TERM AND TERMINATION

2.1 The initial term of Software Support services provided under this Agreement shall begin at first Go Live for the TriTech Software and end twelve (12) months thereafter. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. Following the initial term, either party may terminate this Agreement upon written notice to the other party ninety (90) days prior to the end of the then current annual support term. Provided that notice of termination has not been provided, on or

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before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client.

2.2 Following the initial term of this Agreement, either party shall have the option, upon prior written notice as provided in this section, to terminate support and maintenance for applicable Subcontractor Software which is provided through TriTech as the Prime Contractor. In such event the Client shall enter directly into Support Agreement(s) with the individual Subcontractor(s). In order to provide continuity of support, either party shall notify the other party at least ninety (90) days prior to the end of the initial term of this Agreement of its intentions for continuation through TriTech as the Prime Contractor of support and maintenance for such Subcontractor Software. Support for Subcontractor Software if applicable under this Agreement will be provided in accordance with the applicable Subcontractor’s terms for support which are attached hereto at Addendum C.

2.3 Either party may terminate this Agreement upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Agreement, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party’s business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by one Party to the other Party within ninety (90) days’ prior to the end of the then current support term.

3.0 SUPPORT FEE(S)

3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are established based on the software licenses purchased under the System Purchase Agreement. The Software Support fee for the first renewal term shall be the amount specified in Addendum A hereto, subject to the adjustments as described in 3.2.

3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be subject to increase on an annual basis at a rate of 5%. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client’s then current support period.

3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client’s site or other locations remote from TriTech’s principal place of business. Such expenses shall be paid by Client on receipt of TriTech’s invoice for such expenses. Travel costs submitted for reimbursement will be actual costs, plus a five percent (5%) administrative fee.

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3.4 If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional services required to bring Client’s system current, which fees shall be charged at TriTech’s then current rates for such services, shall also be the responsibility of the Client. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech’s client base and fairly shared by all TriTech Software users.

3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty-five (45) days after their due date until paid. Failure to pay annual Software Support fees when due may result in a notice of termination in accordance with section 2.3.

Remittance Address for Payments Only:

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

3.5.1 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.

3.6 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.

4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT

4.1 TriTech will provide support services as more fully described in Addendum B.

4.2 Client shall appoint a principal point of contact who attends the Enterprise RMS Administration Review and Training and gains a level of knowledge of the TriTech Software and Client’s computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Addendum B. TriTech reserves the right to request that Client appoint a replacement point of contact upon reasonable written notice to Client.

4.3 At all times during the term of this Agreement or any renewal period, each party shall ensure that its employees do not engage in a disrespectful, disruptive, demeaning, or otherwise inappropriate or abusive manner in dealing with the other party and its employees. Any such behavior shall be reported to the party’s supervisor, manager, or executive as applicable for corrective action. A party’s failure to remedy any reported issues related to employee misconduct,

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including removal of the offending employee from direct contact with the other party, may be cause for termination in accordance with section 2.3 herein.

5.0 SOFTWARE ERROR CORRECTION AND ACCESS

5.1 If, during the term of this Agreement, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will manage the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech’s facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if the Client and TriTech mutually determine that it is necessary for TriTech personnel to travel to Client’s site to reproduce the error. If it is determined that reported problem was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the reported problem is determined to be the result of Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software Client shall reimburse TriTech for its travel expenses incident to the on-site visit, as well as TriTech’s labor related to the on-site visit at its then current hourly rates for technical support and engineering.

5.1.1 If, during the term of this Agreement, Client experiences performance issues with the TriTech Software related to user transaction times (the elapsed time between electronically requesting information [i.e., depressing the “enter” key or mouse button] to the appearance of the data requested on the next screen) that materially degrades the operational use of the TriTech Software, the Client shall notify TriTech in accordance with Addendum B. TriTech will assist the Client to determine the source of the user transaction times issue (TriTech Software, third party products, Client supplied network, etc.). If the issue related to transaction times is found to be caused by the TriTech Software, TriTech will use commercially reasonable efforts to resolve the issue according to the Priority status (defined in Addendum B) assigned based on the Subsystem, transaction type, and operational impact on the Client’s Users.

5.2 TriTech maintains a Security program for managing access to Client data – particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents).

5.3 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff’s job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client’s site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client’s

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site or for a vendor (such as Live Scan) to travel to the applicable TriTech Offices. This provision will apply during the duration of this Agreement.

6.0 SOFTWARE UPDATES

6.1 From time to time at TriTech’s discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and TriTech Documentation shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.)

7.0 LIMITATIONS

7.1 Software Support for the TriTech Software shall be subject to and conditional on Client’s implementation and use of a version of the TriTech Software that is the most current general release version thereof that is offered to Client. If Client does not implement the most current general release version when it is made available, TriTech shall only be obligated to provide Software Support for Client’s version of the TriTech Software for a period of twelve (12) months thereafter.

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

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

7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party.

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

7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Agreement.)

7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation.

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

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software into any part of the TriTech System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software on Client’s Equipment. Client shall practice reasonable back-up procedures for the TriTech System in accordance with TriTech Documentation.

7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software.

7.3.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software.

7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client’s needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, which is attributable to Client chosen third-party software, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software.

7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client (“Third Party Changes”). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes.

7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. 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 Client’s sole risk.

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

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE

8.1 Maintenance and support for Equipment provided under the Purchase Agreement (except as otherwise stated therein) is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or

System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers, or the provisions of the applicable Subcontract support terms provided hereto at Addendum C if continued annual support for the applicable Subcontractor Software is provided under this Agreement as further defined herein. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affect the operation of the TriTech Software and are not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

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9.0 LIMITATION OF LIABILITY

9.1 The total liability of TriTech for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by TriTech’s insurance carrier(s), the coverage limits of such insurance.

9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

10.0 DISPUTE RESOLUTION

10.1 The Parties desire to first attempt to resolve certain disputes, controversies and claims arising out of this Agreement or any Addenda hereto before a Party begins litigation. Prior to commencing litigation, at the written request of either Party, the Parties agree to meet onsite at either Client’s location and negotiate in good faith to resolve any dispute arising under this Agreement. TriTech shall be responsible for its associated travel costs. If the above negotiations do not resolve the dispute with sixty (60) days of the initial written request, either Party may take appropriate legal action.

11.0 SEVERABILITY

11.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

12.0 FORCE MAJEURE/EXCUSABLE DELAY

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

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Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.

13.0 CONSTRUCTION AND HEADINGS

13.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections.

14.0 WAIVER

14.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision.

14.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach.

15.0 ENTIRE AGREEMENT

15.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement.

16.0 APPLICABLE LAW

16.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law.

17.0 ASSIGNMENT

17.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of TriTech’s assets, TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech’s executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee.

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18.0 NOTICES

18.1 All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof.

To Client: To TriTech/CentralSquare: Santa Cruz Regional 9-1-1 CentralSquare Technologies 495 Upper Park Road 1000 Business Center Drive, Santa Cruz, CA 95065 Lake Mary, FL 32746 Attn: Dennis Kidd, General Manager Attn: Contracts

19.0 GENERAL TERMS

19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement.

19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed.

19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof.

19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement.

19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders.

19.6 A facsimile or scanned signature copy of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement shall be treated as an original in all respects; the Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy.

19.7 This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind,

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or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

19.8 EACH PARTY’S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION, BUSINESS FORM OR OTHERWRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY.

SANTA CRUZ REGIONAL 9-1-1 TRITECH SOFTWARE SYSTEMS



Title Title

Date Date

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ADDENDUM A

SUPPORT FEES

Support fees for the initial term beginning at first Go Live for the TriTech Software and ending twelve (12) months thereafter, are included under the Contract Price in the System Purchase Agreement. Prior to the end of the then current support term, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee, which fees are subject to increase in accordance with section 3.2 of this Agreement. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee. TriTech’s Software Support fees do not include fees for third party applications, or embedded software required, including but not limited to CAD Mapping or Mobile Mapping fees. Option: As further defined in Addendum B hereto, standard Software Support for Inform RMS, Inform Jail, Inform FBR, and Inform Fire applications is provided on an 8x5 basis. Support fees for 8x5 support is calculated at a lesser rate than 24x7 support. However, as an optional upgrade, Client may purchase Software Support for these TriTech Software applications on a 24x7 basis (this option is not available for CrimeView or FireView) with the applicable adjustment in support fee. If this option has been chosen, check the box below: Optional Support Upgrade to 24x7 for Inform RMS Yes

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ADDENDUM B

SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES

(1) All TriTech Software Errors reported by Client’s personnel shall be resolved as set forth below. The response and resolution plan will be based upon the Service Level Agreement terms specified below by product. The Client may elect to downgrade the urgency of the issue if the operational impact is not severe. The Client may also request an upgraded response to a lower priority issue if the issue has a significant operation impact by requesting to speak to a supervisor/manager from TriTech’s Customer Service Group. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech.

Note (a): Critical Priority and Urgent Software Errors must be reported via telephone at the number listed in the Support Issues Priority and Response Matrix under section (9) below. If Critical Priority or Urgent Priority Software Errors are not reported via the telephone, the stated response and resolution times will not apply. Note (b): High, Medium, and Lower Priority Software Errors may be reported via email to the address listed in the matrix below, or through TriTech’s Support website via the Customer Service portal on TriTech’s website.

(3) “Normal Customer Service Hours” (Business Hours) are 7:30a.m. through 7:30p.m. (Central), Monday through Friday, excluding TriTech holidays. (4) The main support line will be answered by TriTech’s Customer Service Department, or TriTech’s answering service, depending on the time/day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support telephone call. If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the TriTech operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical Priority problem, as described below, locate a Customer Service Representative. (5) Following Normal Customer Service Hours, the call will be automatically routed to TriTech’s answering service. Any calls routed to the answering service will be escalated to an on-call Customer Service Representative on-call for prompt follow-up and resolution, if required. (6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original reported issue. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Enhancement requests should be emailed to [email protected].

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(7) TriTech has approved Bomgar as the sole primary form of support connectivity for TriTech’s software applications. Bomgar provides for passwords, advanced authentication, encryption and logging that meet or exceed FBI CJIS standards. The data is stored in a secure technology facility meeting FBI standards. The Client has access to log information through the TriTech support ticket management system Client portal on TriTech’s website. Backup support connectivity is also required. The Client will ensure there is either reliable cellular coverage or a landline telephone in each physical area in which a Server or interface equipment is located to allow the Client’s team to assist in troubleshooting. (8) Reported software errors will be responded to and resolved in accordance with the Priorities and Response Matrix in Section 9 below. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem.

a. If a response is not received, or a resolution is not provided in accordance with the Priorities and Response Matrix, the Client may request escalation of the issue in accordance with the TriTech Documentation.

(9) Priorities and Support Response Matrix The following priority matrix relates to software errors resulting from the TriTech Software as further defined in this Agreement. Causes related to non-covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Agreement.

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Inform RMS

Priority Issue Definition Response Time

Priority 1 –

Critical Priority

Normal Customer Service Hours Support for live operations on the production system: A system down event which severely impacts the ability of Users to log on the system, or severely impacts the ability of Users to book or release inmates. This is defined as the following:

• Inform RMS/FBR, or Inform Fire server software inoperative

• Loss of ability for all Inform RMS/FBR, or Inform Fire users to log on to system

• Loss of transactional data & transactional data corruption

This means one or more critical server components are non-functional disabling Inform RMS/FBR, or Inform Fire workstations. These Software Errors are defined in Special Note #1, below.

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be immediately answered and managed by the first available representative but not longer than 5 minutes. After Normal Customer Service Hours: Unless

optional 24x7 support is contracted, support for

Inform RMS/FBR, and Inform Fire is not managed after Normal Customer Service Hours. If optional 24x7 support is contracted, after

Normal Customer Service Hours: Thirty (30)

minute call back after Client telephone contact

to 800.987.0911. Priority 1 issues must be called in via 800. 987.0911 in order to receive this level of response.

Priority 2 – Urgent Priority

Normal Customer Service Hours Support for live operations on the production system: A serious Software Error with no workaround not meeting the criteria of a Critical Priority, but which severely impacts the ability of Users from performing a common function, or severely impacts the ability of Users to book or release inmates. Such errors will be consistent and reproducible.

• Loss of ability for Inform RMS users to enter Case (Incident, Arrest and Custody) records into the system

• Loss of ability to transfer Inform FBR Reports

• Unable to book or release inmates

A significant number of the Inform RMS/FBR, or Inform Fire workstations are negatively impacted by this error (e.g., does not apply to a minimal set of Inform RMS/FBR, or Inform Fire workstations). These Software Errors are defined in more detail in Special Note #2, below.

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be immediately answered and managed by the first available representative but not longer than 5 minutes. After Normal Customer Service Hours: Unless

optional 24x7 support is contracted, support for

Inform RM/FBRS, , and Inform Fire is not

managed after Normal Customer Service Hours. If optional 24x7 support is contracted, after

Normal Customer Service Hours: One (1) hour

call back after Client telephone contact to

800.987.0911. Priority 2 issues must be called in via 800. 987.0911 in order to receive this level of response

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Priority 3 - High Priority

Normal Customer Service Hours Support: A Software Error not meeting the criteria of a Critical or Urgent Priority, has a workaround available, but which does negatively impact the User from performing a common Inform RMS/FBR, or Inform Fire function. Such errors will be consistent and reproducible.

• Loss of Non-Critical Data (with “Non-Critical” being defined as not causing an error classified as a P1 or P2 error (above).

• NIBRS State reporting issues that cause agency reports to exceed State error submission limits

• UCR reporting multiple occurrence of inaccurate data

A significant number of Inform RMS/FBR, or Inform Fire workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations).

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be answered by the first available representative but not longer than 5 minutes after the initial phone call. High Priority issues may also be reported via [email protected]. High Priority issues are not managed after Normal Customer Service Hours.

Priority 4 – Medium Priority

Normal Customer Service Hours Support: A Software Error related to a user function which does not negatively impact the User by preventing routine use of the system. This includes system administrator functions.

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be answered and managed by the first available representative but not longer than 5 minutes after the initial phone call. Medium Priority issues may also be reported via [email protected]. Medium Priority issues are not managed after Normal Customer Service Hours.

Priority 5 – Low Priority

Normal Customer Service Hours Support: Cosmetic or Documentation errors, including Client technical questions or usability questions

Normal Customer Service Hours: Telephone calls to 800. 987.0911will be answered and managed by the first available representative but not longer than 5 minutes after the initial phone call. Low Priority issues may also be reported via [email protected]. Low Priority issues are not manager after Normal Customer Service Hours.

Priority Resolution Process Resolution Time

Priority 1 –

Critical Priority

TriTech will provide a procedural or configuration workaround or a code correction that allows the Client to resume live operations on the production system.

TriTech will work continuously (including after hours) to provide the Client with a solution that allows the Client to resume live operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification.

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TriTech will provide a procedural or configuration workaround or a code correction that allows the Client to resume normal operations on the production system.

TriTech will work continuously (including after hours) to provide the Client with a solution that allows the Client to resume normal operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification.


TriTech will provide a procedural or configuration workaround that allows the Client to resolve the problem.

TriTech will work to provide the Client with a resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Client and TriTech’s User base. Priority 3 issues have priority scheduling in a subsequent release.


If TriTech determines that a reported Medium Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable.

TriTech will work to provide the Client with a resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no guaranteed resolution time.


Low Priority issues are logged by TriTech and addressed at the company's discretion according to TriTech's roadmap planning process.

There is no guaranteed resolution time for Low Priority issues.

Special Note #1: Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows:

1. Inform RMS/FBR: a. The Inform RMS/FBR System Server is down and unavailable for queries. b. The Inform RMS/FBR is inoperable due to data corruption caused by TriTech Software. c. Law enforcement users are unable to send or receive justice queries and transactions (this Priority applies if

the functionality is available through no other available methods within the TriTech Software). 2. Inform Fire:

a. The Inform Fire Server is down and unavailable to process NFIRS reports. b. The Inform Fire Server is inoperable due to data corruption caused by TriTech Software.

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

1. Inform RMS/FBR: a. The inability to create, save, access, or close records. b. The inability to enter property in the evidence module. c. The inability to move a piece of property to another location. d. The inability to assign a case to an investigator. e. The inability to create UCR/NIBRS State Reports. f. The inability to complete an expungement on a name record. g. The system does not display active master name alerts. h. The system does not display active warrants for a master name. i. The inability to provide master resolution during entry. j. The inability to transfer a report from FBR to RMS. k. A report is unable to complete the approval workflow.

2. Inform Fire: a. The inability to create save, access or close fire records. b. The inability to create save, access or close inspections records. c. The inability to create save, access or close hazard records.

Additional Information:

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• State and Federal mandates relating to justice queries and reporting change from time to time. The following changes are considered covered support items:

A. Modifications to installed Uniform Crime Reporting (UCR) Program or National Incident Based Reporting System

(NIBRS) facilities within the Inform RMS Licensed Software, or National Fire Incident Reporting System (NFIRS) within Inform Fire as necessary, in order to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Such modifications do not include fees associated with the development and implementation for transition from UCR to NIBRS, or costs for new hardware if applicable. TriTech will provide a quotation for associated services or hardware.

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CrimeView Desktop, FireView Desktop


Priority 1 –Critical Priority

There are no Critical Priorities for CrimeView/FireView Desktop.

Not applicable.


Normal Customer Service Hours Support: A serious issue with no workaround that severely impacts the ability of the system to process the data.

• The Import Wizard continuous crashes upon trying to open it.

A significant number of the CrimeView Desktop or FireView Desktop workstations are negatively impacted by this issue (e.g., does not apply to a minimal set of CrimeView Desktop or FireView Desktop workstations). This issue is defined in more detail in Special Note #1, below.

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be immediately answered and managed by the first available representative but not longer than 5 minutes. Urgent Priority issues are not managed after Normal Customer Service Hours. Priority 2 issues must be called in via 800. 987.0911 in order to receive this level of response.


Normal Customer Service Hours Support: A Software Error not meeting the criteria of an Urgent Priority, has a workaround available, but which does negatively impact the User from performing a common CrimeView Desktop or FireView Desktop function. Such errors will be consistent and reproducible. • Recent data is not available

• Error message in the Crystal Report

• Diagnosis of TriTech Desktop software issues and errors

• Diagnosis of Configuration issues

A significant number of CrimeView Desktop or FireView Desktop workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations).

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be answered by the first available representative. High Priority issues may also be reported via [email protected] High Priority issues are not managed after Normal Customer Service Hours.


Normal Customer Service Hours Support: A Software Error related to a user function which does not negatively impact the User by preventing routine use of the system. This includes system administrator functions.

• Annual updates

• Geocoding issue

• Licensing

• Assistance with the setup of TriTech Desktop on a new server and/or user’s computer

• TriTech software updates

These are defined in more detail in Special Note #2, below.

Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be answered and managed by the first available representative. Medium Priority issues may also be reported via [email protected]. Medium Priority issues are not managed after Normal Customer Service Hours.

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Normal Customer Service Hours Support: Cosmetic or Documentation errors, including Client technical questions or usability questions

• Provision of the current TriTech Desktop tutorial (digital format)

Normal Customer Service Hours: Telephone calls to 800. 987.0911will be answered and managed by the first available representative but not longer than 5 minutes after the initial phone call. Low Priority issues may also be reported via [email protected]. Low Priority issues are not managed after Normal Customer Service Hours.


Priority 1 –Critical Priority

No Critical Priority for CrimeView/FireView Desktop

Not applicable.


TriTech will provide a procedural or configuration workaround that allows the Client to resume normal operations on the import system.

TriTech will work to provide the Client with a solution that allows the Client to resume normal operations on the import system within 48 hours of the call being received.



TriTech will work to provide the Client with a resolution which may include a workaround within a timeframe that takes into consideration the impact of the issue on the Client and TriTech’s User base.



TriTech will work to provide the Client with a resolution which may include a workaround. Priority 4 issues have no guaranteed resolution time.


Low Priority issues are logged by TriTech and addressed at the company's discretion according to TriTech's roadmap planning process.

There is no guaranteed resolution time for Low Priority issues.

Special Note #1: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows:

1. CrimeView/FireView Desktop a. The Import Wizard continuously crashes when accessing the Import Wizard extension within ArcCatalog.

This does not include ArcCatalog crashing on its own. Special Note #2: Priority 4 – Medium Priority issues

1. Annual Updates a. Clients are entitled to two (2) saved query updates annually.

i. The saved query updates are limited to the saved query groups included within the original application configuration and based on the original source field. Adding a new saved query group(s) or changing the source field will incur an additional cost.

b. Saved query updates are by client request when new query values are made available 2. Geocoding issue

a. Individual records are not geocoding, this does not include creating new address locators to the profile 3. The software updates includes compatibility with ArcGIS releases but will not be compatible with ArcGIS Desktop

10.5 and beyond due to technical limitation

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Not included in support:

• Change RMS/CAD vendor(s)

• RMS/CAD database schema updates (field length, type, size… table name change, etc…)

• Lookup table updates (code/description)

• Crystal Report updates

• GIS source file updates

• Geocoding rate enhancement

• Re-import of historical data

• Change the GIS format (Shapefile, Personal Geodatabase, File Geodatabase, ArcSDE Geodatabase, etc…) of the reference data or Import Wizard output data.

• Add/remove Import Wizard profile fields

• GIS editing

• Other source file integration

• Additional profiles

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ADDENDUM C

SUBCONTRACTOR SUPPORT TERMS

BOD 09/26/19 Page 130


Company


Lake Mary, FL 32746

Phone: 407.304.3235


IQ Subscription Service License & Use Agreement

I. Subscription Service License and Use Agreement.

This Subscription Service License & Use Agreement (the “Agreement”) is made by and between, TriTech Software Systems (hereinafter referred to as “TriTech”), a CentralSquare Technologies company, and the client named on the signature page attached hereto (“Client”) as of the date of last signature below. TriTech and Client may also be referred to herein individually as “Party”, or collectively as the “Parties”. The Parties have entered into a System Purchase Agreement (the “Purchase Agreement”) which includes the provision of the subscription services defined in this Agreement and the Statement of Work, if applicable (the “SOW”) attached as Addendum A-1 to the Purchase Agreement.

II. Services; Software.

A. Under the terms of this Agreement, TriTech will be responsible for providing the following services (“Services”):

(i) Hosting TriTech’s software (“Software” as further specified below in Schedule A

“Licensed Products”) for its online programs and corresponding module(s) as indicated in the Purchase Agreement;

(ii) Providing the Client with technical support for the Software as set forth in Schedule B (“Technical Support”), database hosting and other related services as further defined in the Purchase Agreement and SOW;

(iii) Providing the Client with remote access to search Client’s data and report on Client’s data through the Software and the applicable database(s) for Authorized Users (as defined in Section III (B) hereof) for 24 hours per day, 7 days per week, except as otherwise provided in Schedule B hereto with respect to scheduled maintenance; and further provided, that TriTech shall not be responsible for connectivity issues due to an event of Force Majeure, as defined in paragraph B below;

(iv) Providing the Client with certain user manuals and/or on-line Software education or other information on the TriTech website to assist Client with its use of the Software (“Documentation”);

(v) Enabling Client to update the applicable databases and obtain the agreed upon data processing output;

(vi) Providing any other Software related services stated in the Purchase Agreement (together, the “Subscription Services”). Schedule B and any Documentation may be updated by TriTech from time to time in its sole discretion upon written notice to Client;

(vii) Providing the Client with initial training as stated in the Purchase Agreement; and

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(viii) Populating the Software and the associated database(s) with Client Information (as defined in Section VII (B) hereof) and otherwise assist Client with the setup of the Software (together, the “Implementation Services”).

(ix) If applicable, TriTech and Client shall mutually agree in writing on a schedule for transfer of data from Client’s existing system to the applicable.

B. Force Majeure. TriTech shall not be responsible for delays in performance, including connectivity issues, due to disruption of internet services, war, acts of terrorism, strike, fire, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, unavailability of facilities, equipment or software from suppliers, the actions

or omissions of Client or its officers, directors, employees, agents, contractors or elected officials and/or other similar occurrences beyond TriTech’s reasonable control.

C. This Agreement allows Client to use the Software located on TriTech’s servers, to

which Client will be granted remote access, to the extent provided under this Agreement. Client shall not receive a physical copy of the Software in any form, but will have the ability to use the Software on TriTech’s servers, and to access the Software remotely as directed by TriTech.

III. License; Access.

A. Provided that Client has paid the applicable Fees (as defined in Section IV (A) hereof), TriTech grants to Client a limited non-exclusive, non-transferable license to use the Subscription Services, including the Software located on TriTech’s servers, through Client’s computer(s) for Client’s internal operational use only for the Term set forth in Section V unless otherwise agreed to by TriTech in writing, and TriTech shall perform the applicable Implementation Services for the Client. The Subscription Services may only be accessed by an Authorized User. Client is expressly prohibited from sublicensing, selling, renting, leasing, providing service bureau or timeshare services, distributing or otherwise making the Subscription Services or the Software available to third parties other than any third-party Authorized Users.

B. For purposes of this Agreement, an “Authorized User” is an individual (i) who is an employee of Client, a contractor or other representative of Client and (ii) who has been properly issued a valid password that subsequently has not been deactivated.

C. Access to the Subscription Services by Authorized Users is enabled only by passwords to Authorized Users. Client is solely responsible for the management and control of those passwords and Authorized Users shall not be permitted to disclose or transfer a password to any third party. Client shall assign a “Client Administrator” to provide such password management and control. Upon request by Client, additional Authorized Users’ passwords shall be activated by TriTech.

D. Client acknowledges (i) that the protection of passwords issued to Authorized Users is an integral part of TriTech’s security and data protection process and procedures and, (ii) that TriTech will rely on Client utilizing and maintaining proper password control obligations and procedures. In the event that Client has reasonable cause to believe that a password is being improperly used by an Authorized User or used by an unauthorized person, Client shall promptly notify TriTech. TriTech reserves the right to deactivate a compromised password immediately upon notice from Client without further notice to Client or the affected Authorized User. TriTech shall have the right, at its sole cost and expense, to utilize an independent certified accounting firm, to verify the number of passwords that have been issued for use by Authorized Users of the Client and use of these passwords within Client’s organization in compliance with the terms of this Agreement.

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E. The number of Authorized Users having the ability to access the Subscription Services at any single moment in time shall be specified In the Purchase Agreement.

IV. Fees; Payment; Taxes.

A. As consideration for use of the Subscription Services and the Implementation Services during the initial contract term, Client shall pay those fees and charges set forth in the Purchase Agreement (together, “Fees”). Subscription fees are due on an annual basis. Failure to pay may result in suspension or termination of your account until payment is made. Thereafter, fees are subject to change upon each successive renewal which shall be mutually agreed and set forth in the Renewal Notice.

B. As consideration for use of the Subscription Services during renewal contract terms,

Client shall pay those fees and charges set forth in the Renewal Notice (together, “Fees”).

C. TriTech shall notify Client prior to the end of the initial subscription term of the subscription fees for the first renewal term. Unless otherwise agreed in writing, subscription fees shall be due on or before the commencement of each annual subscription term. Subscription fee for the first renewal term and all renewals thereafter shall be subject to increase on an annual basis at a rate of 5%.

D. All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a

late charge equal to one and one-half percent (1-1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty-five (45) days after their due date until paid.

Remittance Address for Payments Only:

TriTech Software Systems P.O. Box 203223

Dallas, TX 75320-3223

E. 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.

F. Any amounts payable pursuant to this Agreement are to be net to TriTech and shall not

include taxes or other governmental charges or surcharges, if any. In addition to the fees and charges due TriTech under this Agreement, Client shall remain liable for and shall pay all local, state, and federal sales, use, excise, personal property, or other similar taxes or duties, and all other taxes, which may now or hereafter be imposed upon this Agreement or possession or use of the Software, excluding taxes based on TriTech’s income.

V. Term and Termination; Suspension of Services.

A. This Agreement shall commence upon execution hereof and shall continue in full force and effect for a period of two (2) years (“Initial Term”) from the date of activation unless the Agreement is otherwise terminated as set forth herein. The “date of activation” will be defined as the date of the completion of Admin Training, at which time the Client will be able to access the system and authorize users. If Client terminates this Agreement

at any time from contract execution through the Initial Term, Client shall pay one

hundred percent (100%) of the remaining fees owed for the Initial Term plus implementation fees if not already paid. If Client terminates this Agreement for

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convenience during any Renewal Term, Client shall pay one hundred percent of the

remaining fees owed for the Renewal Term. B. At the conclusion of the Initial Term, this Agreement shall automatically renew for

successive one (1) year terms (each a “Renewal Term”), unless one Party notifies the other Party in writing of its decision not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. (The Initial Term and any Renewal Term collectively are referred to herein as the “Term”).

C. Either Party may terminate this Agreement (i) immediately if the other party becomes

the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, or (ii) immediately if the other party becomes the subject of an involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days of filing.

D. Client may terminate this Agreement if TriTech breaches any term or condition of this

Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same.

E. In addition to the circumstances as described in Subsection V(F) below, TriTech may

terminate the Agreement at any time upon thirty (30) days prior written notice to the Client. In the event of termination by TriTech pursuant to this Subsection V(E), Client shall be entitled to a refund of a prorated portion of the annual subscription fees already paid for the then-current Term.

F. If Client’s scheduled Subscription Services payment or any other amount due and

owing by Client to TriTech is delinquent, TriTech may, in its sole discretion, immediately terminate or suspend all or any portion of the Services forty-five (45) days after the date payment is due.

G Upon the effective date of expiration or termination of this Agreement: (i) TriTech will immediately cease providing Client with any Services it is providing and any other applicable component of the Services; (ii) all issued passwords shall be deactivated; and (iii) Client shall immediately pay in full to TriTech any and all monies that are owed by the Client to TriTech under this Agreement for the Services furnished up to the effective date of the Agreement’s termination or expiration.

H. Upon TriTech’s reasonable belief that tortious or criminal or otherwise improper activity may be associated with Client’s utilization of the Services, TriTech may, without incurring any liability, temporarily suspend or discontinue the Services pending investigation and resolution of the issue or issues involved.

I. If all or any components of the Services have been terminated as a result of a breach

by Client, or suspended as provided herein, and Client requests that all or any component of the Services be restored, TriTech has the sole and absolute discretion whether or not to restore such Services; and further, any such restoration shall be conditioned upon TriTech’s receipt of all Fees due and owing hereunder.

J. In the event of expiration or termination of this Agreement for any reason, each Party

shall promptly return to the other Party or destroy all copies of the other Party’s Confidential Information (including notes and other derivative material) that it has received pursuant to Section VII hereof. Within thirty (30) days of termination or expiration of the Agreement, TriTech shall remove and destroy Client’s data. TriTech will not return the data to the Client as the Client still retains the source data.

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K. Sections IV, V, VII, VIII, IX, X, XI, XII, XIII and XIV shall survive any termination of this

Agreement, as well as any other obligations of the Parties that contemplate performance by a Party following the termination of this Agreement.

VI. Client Responsibilities.

A. In conjunction with its obligation to participate in the Implementation Services, Client will assign personnel with the required skills and authority to perform the applicable tasks effectively and, further, will make best efforts to meet its obligation to supply information and otherwise assist as necessary to effect the commencement of the Subscription Services via the Implementation Services. Management of Client’s responsibilities in conjunction with the Subscription Services after implementation shall be assigned to a Client Administrator who has attended training offered by TriTech to Client. The Client Administrator that the Client appoints may be replaced at any time at the sole discretion of the Client upon Client’s written notice to TriTech so long as the newly appointed Client Administrator has attended TriTech’s training. Client will be charged additional fees for any such training for Client’s employees beyond the initial training for the Software that is a part of the Implementation Services.

B. Client is responsible for providing hardware, operating system and browser software

that meets TriTech’s technical specifications, as well as providing and maintaining a fast, stable, high speed connection and remote connectivity.

C. Client is solely responsible for the integrity of all data and information that is provided to

TriTech under this Agreement (i.e., the Client Information), including completeness, accuracy, validity, authorization for use and integrity over time, regardless of form and format, and whether or not such data is used in conjunction with the Subscription Services. Further, it is solely Client’s responsibility to assure that the initial and one-time importing of the Client Information into Client’s database by TriTech has been properly performed, acknowledging that thereafter the completion of the initial setup of all Code Files not already populated by TriTech and the input and modification of Client’s database shall be performed solely by Client. The Client Information that is to be included in Client’s database shall be provided by Client in a digital form that complies with the requirements of the Client Information format as stated in TriTech’s policy for inputting Client Information in any Documentation TriTech provides to Client. In addition, Client is solely responsible for the accuracy of any and all reports, displays and/or uses of Client Information, whether or not TriTech assisted Client with the development or construction of such reports and displays and other uses of the Client Information.

D. Client shall not attempt to decode, disassemble, copy, transmit, transfer or otherwise reverse engineer the Services, including, without limitation, the Software.

E. Client is responsible for maintaining an active e-mail account for correspondence with TriTech.

F. Client is responsible for maintaining the required certifications for access to Client’s

state CJIS systems(s), NCIC and/or other local state, federal and/or applicable systems.

G. Client is responsible for proper firewall maintenance allowing for data to move from

their on-premise data contributing system to the applicable application.

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VII. Confidentiality, Privacy and Business Associate Provisions.

A. In association with the execution of this Agreement and TriTech’s participation in the use and support of the Software, Client has obtained, will have access to, or will obtain confidential information regarding intellectual property of TriTech, the Software and its contents, sales and marketing plans and other similar information (hereinafter referred to as "Confidential Information"). Client acknowledges that the Software itself represents and embodies certain trade secrets and confidential information of TriTech. Client hereby agrees that, for itself and its shareholders, officers, directors, employees, and agents, Client shall not disclose any of TriTech’s trade secrets or confidential information without TriTech’s prior written consent for any such disclosure unless ordered to do so by a court of law.

B. In association with the execution of this Agreement and the participation of TriTech in the support of the Software, TriTech has obtained or will obtain confidential information of Client regarding the business of Client, Client Information for its utilization in connection with providing the Services to Client, the records of patients served by Client, accounts payable and accounts receivable of Client, trade secrets, customer lists, and other similar information. TriTech shall not disclose any of Client’s confidential information without Client’s prior written consent for any such disclosure. “Client Information” means confidential information about Client’s business or its customers that (i) Client and/or its customers deliver to TriTech for use in its implementation of the Services, which Client subsequently updates and otherwise modifies, and (ii) TriTech hosts on services for access by and transmission to the Authorized Users via the Internet. TriTech shall not use any Client Information except as expressly set forth in this Agreement.

C. In addition to TriTech’s obligations regarding nondisclosure of Client Information set forth above, in the event that TriTech is a “Business Associate,” and Client is a “Covered Entity” pursuant to 45 C.F.R. § 160.103, TriTech shall perform its obligations under this Agreement with respect to Protected Health Information (“PHI”) as provided in Addendum 1 attached to this Agreement.

D. Notwithstanding any provisions of this Agreement to the contrary, Client may terminate this Agreement if Client determines that TriTech has violated a material term of this Agreement with respect to its functions as a Business Associate in accordance with Addendum 1.

E. Confidential Information other than PHI as defined in Addendum 1, shall not include any information that is (i) already known to the receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to receiving Party on a non-confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired such information; (iv) communicated to a third party by receiving Party with the express written consent of the other Party hereto; or (v) legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, etc. to the other Party so that such Party will have the opportunity to obtain a protective order.

F. Each Party agrees to restrict access to the Confidential Information of the other Party to

those employees or agents who require access in order to perform the Subscription Services, Implementation Services or Additional Services, acknowledging that certain Confidential Information of each Party may be disclosed to Authorized Users as a necessary function of the Subscription Services; and, except as otherwise provided,

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neither Party shall make Confidential Information available to any other person or entity without the prior written consent of the other Party.

G. Notwithstanding the foregoing, Client understands and agrees that TriTech may transfer Confidential Information of Client to a third party hosting entity for the purposes of providing the communications infrastructure, hosting services and/or related support and other operations necessary to deliver all or certain portions of the Services; provided that TriTech, in turn, binds such third party to confidentiality and non-disclosure terms that are at least as protective of TriTech’s and Client’s interests as the terms stated herein. Client acknowledges that TriTech shall have no responsibility or liability for unauthorized access to or dissemination of Client Information by Authorized Users or other third parties, whether as a result of breach of data security, misappropriation or misuse of passwords or any other cause.

VIII. Ownership.

A. TriTech owns all rights and title in and to the Services, including, without limitation, the Software, and any Developments, as that term is defined below. Further, Client agrees that the Subscription Services’ screens and any output of the Services, excepting the Client Information, are the property of TriTech and subject to United States and other patent, copyright, trademark, trade secret and other applicable laws and treaties and Client agrees that it shall not remove, alter or obstruct any ownership or use legends that TriTech places on any such screens or output of the Services. Nothing contained in this Agreement shall be construed as granting Client any rights in or to the Subscription Services (including, without limitation, the Software and output of the Subscription Services), the deliverables from the Implementation or Additional Services or related Confidential Information, other than the right to use the Services and any applicable Confidential Information of TriTech during the Term, in accordance with this Agreement.

Client agrees to contribute its data with respect to IQ Search and CrimeMapping to a

database of information to be utilized by other client agencies to conduct investigations, monitor regional crime trends, and increase transparency to their communities. Notwithstanding anything to the contrary herein, excluding CJIS data, or personally identifying data, Client agrees that TriTech has and retains all rights to use any data and information relating to the Software and Services that is uploaded, inputted, or otherwise made available to TriTech by Client for any commercial purposes during or after the term of this Agreement provide that such data is anonymized; including information that constitutes, or results in, an improvement or other modification to the Software and Services. TriTech shall retain all rights and ownership to such aggregated data and improvements.

As between the parties, TriTech agrees that all Client Information provided to TriTech

under this Agreement for TriTech’s use in connection with the Subscription Services is the property of Client; provided, however, TriTech shall have the right to retain Client Information in accordance with its obligations under the terms of this Agreement in the event that the return or the destruction of any Client Information is infeasible.

The term “Developments” shall mean all programs, upgrades, updates or other

enhancements or modifications to the Software, if any, and all Documentation or other materials developed and/or delivered by TriTech in the course of providing technical support or otherwise, under this Agreement.

B. Client will not have the ability to copy the Client Information entered onto the Software.

Rather, TriTech shall retain the physical copy of the Software, title, right and interest in and to the Software, including upgrades, updates, and/or other enhancements or

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modifications to the Software in any medium, including but not limited to all copyrights, patents, trade secrets, trademarks, and other proprietary rights.

IX. Disclaimer; Limitation of Liability.

A. THE SERVICES, SOFTWARE AND ANY DOCUMENTATION ARE MADE AVAILABLE

FOR CLIENT'S USE “AS IS” AND EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

B. TRITECH DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. CLIENT AGREES TO INDEMNIFY TRITECH AGAINST ANY SUCH LIABILITY TO CLIENT, REGARDING THE CLIENT’S USE OF THE SERVICES, THE SOFTWARE AND ANY DOCUMENTATION OR OTHERWISE. IN NO EVENT SHALL TRITECH BE LIABLE TO CLIENT OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR INCIDENTAL, SPECIAL, INDIRECT, GENERAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, INCOME, LOSS OR USE OF DATA, WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, SOFTWARE AND ANY DOCUMENTATION EVEN IF TRITECH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

C. TRITECH DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND/OR

COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED WITH THE SOFTWARE OR AS ADDED OR MODIFIED BY CLIENT OR ANY THIRD PARTY, OR DATA AS PROCESSED ON CLIENT'S OR TRITECH’S COMPUTER NETWORK. CLIENT BEARS THE ENTIRE RESPONSIBILITY FOR ITS COMPUTER NETWORK, INCLUDING CLIENT'S USE OF THE SOFTWARE, THE PERFORMANCE OF THE SERVICES AND THE SOFTWARE AND THE BEHAVIOR OF THE DATA ON EITHER CLIENT'S OR TRITECH’S COMPUTER NETWORK.

D. TRITECH REPRESENTS AND WARRANTS TO CLIENT THAT, TO TRITECH’S CURRENT AND ACTUAL KNOWLEDGE, THE SOFTWARE, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, DOES NOT VIOLATE ANY EXISTING U.S. COPYRIGHTS, PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS OF THE DATE OF THIS AGREEMENT. TRITECH SHALL INDEMNIFY AND HOLD CLIENT HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, INCURRED BY CLIENT ARISING OUT OF ANY BREACH OF THIS WARRANTY ON THE PART OF TRITECH.

E. IN NO EVENT SHALL TRITECH’S TOTAL CUMULATIVE LIABILITY HEREUNDER,

FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT AS FEES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE EVENT THAT GAVE RISE TO SUCH CLAIM; OR, IN THE CASE OF BODILY INJURY OR PROPERTY DAMAGE, FOR WHICH DEFENSE AND INDEMNITY COVERAGE IS PROVIDED BY TRITECH’S INSURANCE CARRIER(S), THE COVERAGE LIMITS OF SUCH INSURANCE.

BOD 09/26/19 Page 138

X. Indemnification.

Client shall indemnify and hold harmless TriTech from, against, and in respect of the full amount of any and all liabilities, damages, and claims including without limitation, attorneys' fees, arising from, in connection with, or incident to the Client’s use or misuse of the Software, except as may otherwise be agreed to in writing by the parties, and except as to any material breach of this Agreement by TriTech.

XI. Assignment.

Client shall not transfer or assign any of its rights or obligations under this Agreement to any other person or entity without the express written permission of TriTech, which permission shall not be unreasonably withheld. Any assignment without such express written permission of TriTech shall result in the automatic termination of this Agreement.

XII. Written Notices.

Written notices required or permitted to be given under this Agreement shall be made to the parties at the following addresses and shall be presumed to have been received by the other party (i) (three) 3 days after mailing by the party when notices are sent by First Class Mail, postage prepaid; (ii) upon transmission (if sent via facsimile with a confirmed transmission report); or (iii) upon receipt (if sent by hand delivery or courier service).

A. Written Notices to Client:

Written notices to Client may be provided at the address listed for Client on the signature page of this Agreement.

B. Written Notices to TriTech:

TriTech Software Systems 1000 Business Center Drive Lake Mary, FL 32476 Attention: Contracts

XIII. Governing Law.

Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California, without regard to its conflict of law provisions.

XIV. Integration.

This Agreement and the Purchase Agreement contain the entire understanding between the parties and supersede any proposal or prior agreement regarding the subject matter herein. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof

BOD 09/26/19 Page 139

shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. CLIENT TRITECH SOFTWARE SYSTEMS



Title Title

Date

Date

Address Line 1 – Company/Agency Name

Address Line 2 – Street Address

Address Line 3 – City, State, Zip

BOD 09/26/19 Page 140

Schedule A Subscription Service License & Use Agreement

Licensed Products

☐ IQ Search Subscription

☐ State IQ Search - Includes access to data of other agencies in home state only, with consent to share Client’s data with other agencies nationwide. No Cost for up to 10 seats.

☐ National IQ Search - Includes access to data of other agencies nationwide, with consent to share Client’s data with agencies nationwide.

☐ CrimeMapping.com – Included at no additional cost if Client selects a data sharing option above.

☐ CrimeView Dashboard

☐ FireView Dashboard

☐ Advanced Reporting Module

The following are supported under the Software Support Agreement.

☐ Caller Location Query (CLQ)

☐ ASAP Interface

☐ TriTech Message Switch Subscription for ASAP Interface

☐ Field Ops

☐ NEARme

Product pricing is per the System Purchase Agreement.

BOD 09/26/19 Page 141

Schedule B TECHNICAL SUPPORT This Schedule describes the terms and conditions relating to technical support that TriTech will provide to Client during the Term of the Agreement. Product Updates: From time to time TriTech may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Client is receiving technical support from TriTech on the general release date for an Update, TriTech will provide the Client with the Update and related Documentation. Technical Support Services: Telephone Assistance. Client will be given the telephone number for TriTech’s support line and will be entitled to contact the support line during normal operating hours, (between 7:30am and 7:30pm Central Time) on regular business days, excluding TriTech holidays, to consult with TriTech technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include remote connectivity, modem, or electronic bulletin board. Website Support. Online support is available 24 hours per day, offering Client the ability to resolve its own problems with access to TriTech’s most current information. Client will need to enter its designated user name and password to gain access to the technical support areas on TriTech’s website. TriTech’s technical support areas allow Client to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). Software Problem Reporting. Client may submit requests to TriTech identifying potential problems in the Software. Requests should be in writing and directed to TriTech by e-mail, FAX, or through TriTech’s Support website. TriTech retains the right to determine in its sole discretion the final disposition of all requests, and will inform Client of the disposition of each request. If TriTech decides in its sole judgment to act upon a request, it will do so by providing a bug fix as described above. Scheduled Maintenance. Applications may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the Updates, operating system updates/patches and updates to other third party applications as needed. Clients are notified of maintenance periods via an email message.

BOD 09/26/19 Page 142

TriTech Service Commitment Provided that Client remains current on payment of its Subscription fees and provides equipment and remote connectivity that meet TriTech’s recommended specifications, TriTech shall:

• Maintain the Subscription Services hosting infrastructure which includes OS updates, third

party software updates, and hardware upgrades.

• Provide product version updates within thirty (30) days of general availability for Cloud

operations. • Perform daily backups of application files.

• Perform multiple daily database backups.

Exclusions from Technical Support Services: TriTech shall have no support obligations with respect to any third party hardware or software product (“Nonqualified Product”). If TriTech provides support services for a problem caused by a Nonqualified Product, or if TriTech’s service efforts are increased as a result of a Nonqualified Product, TriTech will charge time and materials for extra service at its current published rates for custom software services. If, in TriTech’s opinion, performance of technical support is made more difficult or impaired because of a Nonqualified Product, TriTech shall so notify Client, and Client will immediately remove the Nonqualified Product at its own risk and expense during any efforts to render technical support under this Agreement. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. Client Responsibilities: In connection with TriTech’s provision of technical support as described herein, Client acknowledges that Client has the responsibility to do each of the following:

1) Provide the necessary computer workstations, operating system and browser software to operate the Subscription applications, as well as a fast, stable, high speed connection and remote connectivity.

2) Maintain the computer equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to TriTech are not due to equipment malfunction;

3) Supply TriTech with access to and use of all information and facilities determined to be

necessary by TriTech to render the technical support described herein; 4) Perform any test or procedures recommended by TriTech for the purpose of identifying

and/or resolving any problems; 5) At all times follow routine operator procedures as specified in the Documentation or any

policies of TriTech posted on the TriTech website; 6) Other than TriTech’s confidentiality obligations with respect to Client Information as set

forth in Section VII of this Agreement, Client shall remain solely responsible at all times for the safeguarding of Client’s proprietary, confidential, and classified information; and

7) Ensure that the designated computer system is isolated from any process links or anything else that could cause harm before requesting or receiving remote support assistance.

BOD 09/26/19 Page 143

Security

1) TriTech maintains a Security program for security managing access to Client data – particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents).

2) If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff’s job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client’s site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client’s site or for a vendor (such as Live Scan) to travel to the applicable TriTech Offices. This provision will apply during the duration of this Agreement.

Priorities and Support Response Matrix

The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Technical Support Schedule B.

BOD 09/26/19 Page 144

This matrix defines the support issues, response times and resolutions for the Client’s licensed software application. Note: Normal Customer Service Hours are 7:30am to 7:30pm (Central Time) on weekdays

excluding holidays.

Software Errors for other than Critical Priority may be reported via the web portal: TriTech.com; or email: [email protected]. For CrimeView Dashboard, FireView Dashboard, CrimeMapping.com; NEARme: [email protected].

Priority Priority Definition Response Times

Priority 1 Critical and Priority 2 Urgent issues do not apply to the applications supported under

this Agreement. Support is provided Monday-Friday during TriTech’s normal Customer Service Hours.

Priority 1 – Critical Priority

Not Applicable

Priority 2 –

Urgent Priority

Not Applicable

Priority 3 -

High Priority

Normal Customer Service Hours

Support: A Software Error not meeting the criteria of a Critical or

Urgent Priority, which has a

workaround available, but which does negatively impact the User

from performing common system functions. Such errors will be

consistent and reproducible. • The system is unable to

transfer data from

external system to • The system update

causing system functions

to be inoperative with no workaround

A significant number of workstations are negatively

impacted by this error (e.g., does not apply to a minimal set of

workstations).

Normal Customer Service Hours: Telephone

calls to 800.987.0911 will be answered and managed by the first available representative.

Priority 4 –

Medium Priority


Support: A Software Error related to a user function which does not

negatively impact the User from

the use of the system. This includes system administrator

functions or restriction of User workflow but does not significantly

impact their job function.



Priority 5 –

Low Priority


Support: Cosmetic or Documentation errors, including

Client technical questions or usability questions would be a part

of this level.



Priority 5 issues for Search, CrimeView

Dashboard, FireView Dashboard,

BOD 09/26/19 Page 145


Priority 1 Critical and Priority 2 Urgent issues do not apply to the applications supported under

this Agreement. Support is provided Monday-Friday during TriTech’s normal Customer Service Hours.

Priority 1 – Critical Priority

Not Applicable.

Priority 2 –

Urgent Priority

Not Applicable.

Priority 3 -

High Priority

TriTech will provide a procedural

or configuration workaround that allows the Client to resolve the

problem.

TriTech will work to provide the Client with a

resolution which may include a workaround or code correction within a timeframe that takes

into consideration impact of the issue on the Client, TriTech’s User base, and the date of

submission. Priority 3 issues have priority scheduling in a subsequent release.

Priority 4 –

Medium Priority

If TriTech determines that a

reported Medium Priority error requires a code correction, such

issues will be addressed in a subsequent release when

applicable.

TriTech will work to provide the Client with a

resolution which may include a workaround or code correction in a future release of the

software. Priority 4 issues have no guaranteed resolution time.

Priority 5 –

Low Priority

Low Priority issues are logged by

TriTech and addressed at the company’s discretion according to

TriTech’s roadmap planning process.

There is no guaranteed resolution time for Low

Priority issues.

BOD 09/26/19 Page 146

ADDENDUM 1

BUSINESS ASSOCIATE ASSURANCE

In the event that TriTech Software Systems (referred to herein as “TriTech") is deemed to be a

“Business Associate” of Customer, and Customer is a “Covered Entity,” as those terms are

defined in 45 C.F.R. § 160.103, TriTech, effective on or after April 14, 2003, or such other

implementation date established by law, will carry out its obligations under this Agreement in material compliance with the regulations published at 65 Federal Register 82462 (December 28,

2000) (the “Privacy Regulations”) pursuant to Public Law 104-191 of August 21, 1996, known as

the Health Insurance Portability and Accountability Act of 1996, Subtitle F – Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), to protect the privacy of any

personally identifiable, protected health information ("PHI") that is collected, processed or learned in connection with TriTech supplied services. In conformity therewith, Contractor agrees

that it will use its reasonable best efforts to:

Not use or further disclose PHI except: (i) as permitted under separate TriTech Support Agreement; (ii) as required for the proper management and administration of TriTech in

its capacity as a HIPAA Business Associate of Customer, in the event TriTech is deemed

to be a Business Associate of Customer for these specified purposes; or (iii) as required

by law; Use appropriate reasonable safeguards to prevent use or disclosure of PHI except as

permitted by the TriTech Service Agreement; Report to Customer any use or disclosure of PHI not provided for by the TriTech Service

Agreement of which TriTech becomes aware;

Ensure that any agents or subcontractors to whom TriTech provides PHI, or who have

access to PHI, agree to the same restrictions and conditions that apply to TriTech with

respect to such PHI;

Make PHI available to the individual who has a right of access as required under HIPAA in the event TriTech maintains any PHI in a designated record set as defined by 45

C.F.R. § 164.501;

Make available for amendment and incorporate any amendments to PHI when notified to

do so by Customer in the event that TriTech maintains any PHI in a designated record

set as defined by 45 C.F.R. § 164.501; Make available to Customer the information required to provide an accounting of the

disclosures of PHI, if any, made by TriTech on Customer’s behalf, provided such

disclosures are of the type for which an accounting must be made under the Privacy Regulations;

Make its internal practices, books and records relating to the use and disclosure of

Customer’s PHI available to the Secretary of the Department of Health and Human Services for purposes of determining Customer’s compliance with HIPAA and the Privacy

Regulations; At the termination of the TriTech Service Agreement, return or destroy all PHI received

from, or created or received by TriTech on behalf of Customer. In the event the return or

destruction of such PHI is infeasible, TriTech’ obligations as defined in this Business

Associate Assurance shall continue in force and effect so long as TriTech possesses any

PHI, notwithstanding the termination of the Agreement for any reason. Notwithstanding

any provisions of the TriTech Service Agreement to the contrary, Customer may terminate the Agreement if Customer determines that TriTech has violated a material

term of the Agreement with respect to its functions as a Business Associate.

Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic

BOD 09/26/19 Page 147

Protected Health Information (“e-PHI”) that it creates, receives, maintains, or transmits

on behalf of Covered Entity, as required by the Security Rule at 45 C.F.R. §164.308, et seq.

Implement reasonable and appropriate policies and procedures to comply with the standards, required implementation specifications, or other requirements of the Security

Rule that apply to Business Associates.

Promptly report to Covered Entity any Security Incident of which it becomes aware. Comply with applicable breach notification provisions and notify Customer of a breach of

unsecured PHI in accordance with Subpart D of 45 C.F.R. Part 164, as applicable.

Permitted and Required Uses and Disclosures by TriTech

Except as otherwise limited by the Agreement, TriTech may use or disclose PHI as necessary to

perform any and all functions, activities, or services for, or on behalf of Customer if such use or disclosure of PHI would not violate applicable laws and regulations relating to the privacy and

security of PHI. Except as otherwise limited in the Agreement, TriTech may use PHI for the proper management and administration of TriTech or to carry out the legal responsibilities of

TriTech. TriTech may disclose PHI for those purposes required or otherwise permitted under

applicable law or regulations. Except as otherwise limited by the Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR §

164.504(e)(2)(i)(B) if TriTech has been otherwise engaged by Customer to perform these services.

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Fina

ncial

Summ

aryPage 1 of 6

Criteria: As O

f = 8/31/20

19; Fund =

76101, 76103, 76130; Summ

arize by = SubFund,D

ataset,Charac

ter,Object

Run: 9/9

/2019 7:46 AM

Includes tran

sactio

ns po

sted thro

ugh: 9/6

/2019

Object

Title

YTD A

dopte

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YTD A

djusted

Budget

Month

-To-Date

Actua

lYear-To-Date

Actua

lYear-To-Date

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Variance

Sub-F

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6101001 -- SAN

TA CR

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Revenues

Chara

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OM US

E OF M

ONEY & PR

OP40430

INTER

EST

10,00

0.00

10,00

0.00

0.00

(495.8

7)104.9

6%10,49

5.87

40440

RENTS &

CONC

ESSIO

NS50,43

7.00

50,43

7.00

6,993.25

16,60

0.07

67.09

%33,83

6.93

Total Ch

aracter 10

60,43

7.00

60,43

7.00

6,993.25

16,10

4.20

73.35

%44,33

2.80

Chara

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RGES FO

R SER

VICES

41654

MEDIC

AL CH

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S-EMP

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96,12

3.00

96,12

3.00

3,655.82

11,32

1.92

88.22

%84,80

1.08

42044

MEMB

ER CO

NTRIB

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4,818,92

0.00

4,818,92

0.00

1,148,16

8.70

1,686,62

2.35

65.00

%3,1

32,29

7.65

42047

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2,193,89

9.00

2,193,89

9.00

335,5

54.00

501,2

59.92

77.15

%1,6

92,63

9.08

Total Ch

aracter 19

7,108,94

2.00

7,108,94

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1,487,37

8.52

2,199,20

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369,0

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14.81

69.73

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49.19

Total Re

venues

7,538,44

3.00

7,538,44

3.00

1,554,52

2.27

2,327,02

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Chara

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LOYEE B

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51000

REGU

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4,102,05

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4,102,05

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66.33

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AY-PE

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BOD 09/26/19 Page 167

Fina

ncial

Summ

aryPage 2 of 6

Criteria: As O

f = 8/31/20

19; Fund =

76101, 76103, 76130; Summ


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ter,Object

Run: 9/9

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Includes tran

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94.63

%283.9

062221

POSTAG

E400.0

0400.0

0300.0

0316.7

620.81

%83.24

62222

SUBSCR

IPTIONS

/PERIO

DICALS

50.00

50.00

0.00

0.00

100.0

0%50.00

62223

SUPPLIE

S20,00

0.00

20,00

0.00

1,053.03

1,481.45

92.59

%18,51

8.55

62301

ACCO

UNTIN

G AN

D AUD

ITING

FEES

29,00

0.00

29,00

0.00

0.00

0.00

100.0

0%29,00

0.00

62304

ATTO

RNEY

4,000.00

4,000.00

0.00

850.0

078.75

%3,1

50.00

62325

DATA PR

OCESSIN

G SERV

ICES

44,23

2.00

44,23

2.00

3,686.01

3,686.01

91.67

%40,54

5.99

62381

PROF

& SPEC

IAL SE

RV-OTHER

17,00

0.00

17,00

0.00

336.0

02,0

91.00

87.70

%14,90

9.00

62420

LEGA

L NOT

ICES

500.0

0500.0

00.0

00.0

0100.0

0%500.0

062500

EQUIP

MENT LE

ASE &

RENT

1,859.00

1,859.00

155.1

4310.2

883.31

%1,5

48.72

62610

RENTS/L

EASES-S

TRUC

IMP &

GRN

DS27,40

0.00

27,40

0.00

1,666.12

3,280.34

88.03

%24,11

9.66

62715

SMALL T

OOLS & INS

TRUM

ENTS

500.0

0500.0

00.0

00.0

0100.0

0%500.0

062914

EDUC

ATION &

TRAIN

ING(REPT)

10,00

0.00

10,00

0.00

0.00

0.00

100.0

0%10,00

0.00

62926

MILEAG

E2,5

00.00

2,500.00

0.00

0.00

100.0

0%2,5

00.00

62928

TRAVEL-OTHER

(NON

-REPT)

6,000.00

6,000.00

825.4

61,1

22.78

81.29

%4,8

77.22

62930

REGISTRA

TIONS

(NON

REPT)

6,000.00

6,000.00

3,025.00

3,025.00

49.58

%2,9

75.00

63070

UTILITIE

S89,00

0.00

89,00

0.00

8,603.48

17,29

3.09

80.57

%71,70

6.91

Total Ch

aracter 60

1,011,51

7.00

1,011,51

7.00

44,58

2.88

560,2

63.97

44.61

%451,2

53.03

Chara

cter 98 -- APPRO

P FOR

CONTING

ENCIE

S98700

APPR

OP FO

R CON

TINGE

NCIES

304,1

34.00

304,1

34.00

0.00

0.00

100.0

0%304,1

34.00

Total Ch

aracter 98

304,1

34.00

304,1

34.00

0.00

0.00

100.0

0%304,1

34.00

Total Ex

penditures

7,784,11

2.00

7,784,11

2.00

581,9

77.18

1,948,79

6.70

74.96

%5,8

35,31

5.30

Total Su

b-Fund 7

6101001

(245,6

69.00

)(24

5,669.00

)972,5

45.09

378,2

26.50

253.9

6%(62

3,895.50

)

BOD 09/26/19 Page 168

Fina

ncial

Summ

aryPage 3 of 6

Criteria: As O

f = 8/31/20

19; Fund =

76101, 76103, 76130; Summ


ataset,Charac

ter,Object

Run: 9/9

/2019 7:46 AM

Includes tran

sactio

ns po

sted thro

ugh: 9/6

/2019

Object

Title

YTD A

dopte

dBudget

YTD A

djusted

Budget

Month

-To-Date

Actua

lYear-To-Date

Actua

lYear-To-Date

Variance P

ctYear-To-Date

Variance

Sub-F

und 7

6101900 -- SC R

EG 91

1 METRO

P REC

ORDS

MGT

Revenues

Chara

cter 10 -- REV FR

OM US

E OF M

ONEY & PR

OP40430

INTER

EST

1,500.00

1,500.00

0.00

260.0

882.66

%1,2

39.92

Total Ch

aracter 10

1,500.00

1,500.00

0.00

260.0

882.66

%1,2

39.92

Chara

cter 19 -- CHA

RGES FO

R SER

VICES

41654

MEDIC

AL CH

ARGE

S-EMP

LOYEE

3,211.00

3,211.00

250.9

9250.9

992.18

%2,9

60.01

42044

MEMB

ER CO

NTRIB

UTIONS

662,8

27.00

662,8

27.00

179,6

21.75

231,9

89.45

65.00

%430,8

37.55

Total Ch

aracter 19

666,0

38.00

666,0

38.00

179,8

72.74

232,2

40.44

65.13

%433,7

97.56

Total Re

venues

667,5

38.00

667,5

38.00

179,8

72.74

232,5

00.52

65.17

%435,0

37.48

Expenditures

Chara

cter 50 -- SALAR

IES AN

D EMP

LOYEE B

ENEF

51000

REGU

LAR P

AY-PE

RMAN

ENT

260,1

57.00

260,1

57.00

16,70

7.35

32,13

8.99

87.65

%228,0

18.01

51005

OVER

TIME P

AY-PE

RMAN

ENT

600.0

0600.0

00.0

00.0

0100.0

0%600.0

051025

REGU

LAR P

AY-CALL B

ACK

0.00

0.00

400.5

0838.5

00.0

0%(83

8.50)

51035

HOLID

AY PA

Y0.0

00.0

00.0

0998.1

60.0

0%(99

8.16)

52010

OASD

I-SOC

IAL SE

CURIT

Y3,2

00.00

3,200.00

245.1

4476.5

085.11

%2,7

23.50

52015

PERS

42,71

1.00

42,71

1.00

1,697.28

22,27

3.26

47.85

%20,43

7.74

53010

EMPLOY

EE INSU

RANC

E & BE

NEFIT

S44,68

7.00

44,68

7.00

(56,97

9.07)

6,557.05

85.33

%38,12

9.95

53015

UNEM

PLOY

MENT INSU

RANC

E840.0

0840.0

00.0

00.0

0100.0

0%840.0

054010

WORK

ERS C

OMPENS

ATION INS

URAN

CE1,2

00.00

1,200.00

0.00

1,720.00

(43.33

%)(52

0.00)

Total Ch

aracter 50

353,3

95.00

353,3

95.00

(37,92

8.80)

65,00

2.46

81.61

%288,3

92.54

Chara

cter 60 -- SER

VICES AN

D SUP

PLIES

61221

TELEPH

ONE-N

ON TE

LECO

M 1099

8,000.00

8,000.00

131.0

0277.2

096.54

%7,7

22.80

61312

INVEN

TORIA

BLE ITEMS

4,000.00

4,000.00

0.00

0.00

100.0

0%4,0

00.00

61730

MAINT

-OTH EQ

UIP-SE

RVICE

S52,05

0.00

52,05

0.00

13,20

1.83

16,50

9.55

68.28

%35,54

0.45

62111

MISC

ELLANE

OUS E

XPEN

SE-SE

RVICE

S1,0

00.00

1,000.00

0.00

0.00

100.0

0%1,0

00.00

62217

MISC

NONIN

VENTOR

IABLE ITEM

S1,3

00.00

1,300.00

0.00

0.00

100.0

0%1,3

00.00

62218

PAPER

500.0

0500.0

00.0

00.0

0100.0

0%500.0

062219

PC SO

FTWA

RE PU

RCHA

SES

4,830.00

4,830.00

0.00

0.00

100.0

0%4,8

30.00

62223

SUPPLIE

S1,0

00.00

1,000.00

64.08

75.75

92.43

%924.2

562301

ACCO

UNTIN

G AN

D AUD

ITING

FEES

2,000.00

2,000.00

0.00

0.00

100.0

0%2,0

00.00

62365

MANA

GEME

NT SE

RVICE

S48,22

4.00

48,22

4.00

0.00

0.00

100.0

0%48,22

4.00

62381

PROF

& SPEC

IAL SE

RV-OTHER

2,500.00

2,500.00

375.0

0375.0

085.00

%2,1

25.00

62420

LEGA

L NOT

ICES

500.0

0500.0

00.0

00.0

0100.0

0%500.0

0

BOD 09/26/19 Page 169

Fina

ncial

Summ

aryPage 4 of 6

Criteria: As O

f = 8/31/20

19; Fund =

76101, 76103, 76130; Summ


ataset,Charac

ter,Object

Run: 9/9

/2019 7:46 AM

Includes tran

sactio

ns po

sted thro

ugh: 9/6

/2019

Object

Title

YTD A

dopte

dBudget

YTD A

djusted

Budget

Month

-To-Date

Actua

lYear-To-Date

Actua

lYear-To-Date

Variance P

ctYear-To-Date

Variance

Sub-F

und 7

6101900 -- SC R

EG 91

1 METRO

P REC

ORDS

MGT

Expenditures

Chara

cter 60 -- SER

VICES AN

D SUP

PLIES

62914

EDUC

ATION &

TRAIN

ING(REPT)

5,000.00

5,000.00

4,110.00

4,110.00

17.80

%890.0

062926

MILEAG

E2,0

00.00

2,000.00

0.00

0.00

100.0

0%2,0

00.00

62928

TRAVEL-OTHER

(NON

-REPT)

2,000.00

2,000.00

0.00

0.00

100.0

0%2,0

00.00

62930

REGISTRA

TIONS

(NON

REPT)

1,000.00

1,000.00

0.00

0.00

100.0

0%1,0

00.00

Total Ch

aracter 60

135,9

04.00

135,9

04.00

17,88

1.91

21,34

7.50

84.29

%114,5

56.50

Chara

cter 80 -- FIXE

D ASSETS

86204

EQUIP

MENT

300,0

00.00

300,0

00.00

0.00

0.00

100.0

0%300,0

00.00

Total Ch

aracter 80

300,0

00.00

300,0

00.00

0.00

0.00

100.0

0%300,0

00.00

Chara

cter 98 -- APPRO

P FOR

CONTING

ENCIE

S98700

APPR

OP FO

R CON

TINGE

NCIES

32,00

0.00

32,00

0.00

0.00

0.00

100.0

0%32,00

0.00

Total Ch

aracter 98

32,00

0.00

32,00

0.00

0.00

0.00

100.0

0%32,00

0.00

Total Ex

penditures

821,2

99.00

821,2

99.00

(20,04

6.89)

86,34

9.96

89.49

%734,9

49.04

Total Su

b-Fund 7

6101900

(153,7

61.00

)(15

3,761.00

)199,9

19.63

146,1

50.56

195.0

5%(29

9,911.56

)

BOD 09/26/19 Page 170

Fina

ncial

Summ

aryPage 5 of 6

Criteria: As O

f = 8/31/20

19; Fund =

76101, 76103, 76130; Summ


ataset,Charac

ter,Object

Run: 9/9

/2019 7:46 AM

Includes tran

sactio

ns po

sted thro

ugh: 9/6

/2019

Object

Title

YTD A

dopte

dBudget

YTD A

djusted

Budget

Month

-To-Date

Actua

lYear-To-Date

Actua

lYear-To-Date

Variance P

ctYear-To-Date

Variance

Sub-F

und 7

6103001 -- SAN

TA CR

UZ RE

GION

AL 91

1-CAPITA

Revenues

Chara

cter 10 -- REV FR

OM US

E OF M

ONEY & PR

OP40430

INTER

EST

0.00

0.00

0.00

3.93

0.00%

(3.93)

Total Ch

aracter 10

0.00

0.00

0.00

3.93

0.00%

(3.93)

Total Re

venues

0.00

0.00

0.00

3.93

0.00%

(3.93)

Total Su

b-Fund 7

6103001

0.00

0.00

0.00

3.93

0.00%

(3.93)

BOD 09/26/19 Page 171

Fina

ncial

Summ

aryPage 6 of 6

Criteria: As O

f = 8/31/20

19; Fund =

76101, 76103, 76130; Summ


ataset,Charac

ter,Object

Run: 9/9

/2019 7:46 AM

Includes tran

sactio

ns po

sted thro

ugh: 9/6

/2019

Object

Title

YTD A

dopte

dBudget

YTD A

djusted

Budget

Month

-To-Date

Actua

lYear-To-Date

Actua

lYear-To-Date

Variance P

ctYear-To-Date

Variance

Sub-F

und 7

6130001 -- SAN

TA CR

UZ RE

GION

AL 9-1-1

DEBT

Revenues

Chara

cter 10 -- REV FR

OM US

E OF M

ONEY & PR

OP40430

INTER

EST

2,200.00

2,200.00

0.00

318.5

085.52

%1,8

81.50

Total Ch

aracter 10

2,200.00

2,200.00

0.00

318.5

085.52

%1,8

81.50

Chara

cter 19 -- CHA

RGES FO

R SER

VICES

42044

MEMB

ER CO

NTRIB

UTIONS

469,3

78.00

469,3

78.00

0.00

0.00

100.0

0%469,3

78.00

Total Ch

aracter 19

469,3

78.00

469,3

78.00

0.00

0.00

100.0

0%469,3

78.00

Total Re

venues

471,5

78.00

471,5

78.00

0.00

318.5

099.93

%471,2

59.50

Expenditures

Chara

cter 60 -- SER

VICES AN

D SUP

PLIES

62345

FISCA

L AGE

NTS F

EES

3,205.00

3,205.00

0.00

0.00

100.0

0%3,2

05.00

Total Ch

aracter 60

3,205.00

3,205.00

0.00

0.00

100.0

0%3,2

05.00

Chara

cter 70 -- O

THER

CHAR

GES

74110

PRINC

IPAL O

N LON

G-TERM

DEBT

294,3

91.00

294,3

91.00

0.00

0.00

100.0

0%294,3

91.00

74425

INTER

EST O

N LON

G-TERM

DEBT

173,9

82.00

173,9

82.00

0.00

0.00

100.0

0%173,9

82.00

Total Ch

aracter 70

468,3

73.00

468,3

73.00

0.00

0.00

100.0

0%468,3

73.00

Total Ex

penditures

471,5

78.00

471,5

78.00

0.00

0.00

100.0

0%471,5

78.00

Total Su

b-Fund 7

6130001

0.00

0.00

0.00

318.5

00.0

0%(31

8.50)

BOD 09/26/19 Page 172

BOD 09/26/19 Page 173

BOD 09/26/19 Page 174

BOD 09/26/19 Page 175

BOARD OF DIRECTORS REGULAR MEETING AGENDA · SANTA CRUZ REGIONAL 9-1-1 BOARD OF DIRECTORS REGULAR...

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