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Home My WebLink About20202476.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Purchase Agreements, Support Agreement, Subscription Agreement, and SOWs for CentralSquare Technologies (B2000040) DEPARTMENT: Information Technology DATE: November 2, 2020 PERSON REQUESTING: Ryan Rose 7'...-?"• Brief description of the problem/issue: The Board approved the award of bid B2000040 to CentralSquare Technologies on August 26, 2020 for the Spillman replacement software. The attached Purchase Agreements and Statement of Work documents identify the licensing, professional services, and training to be provided to Weld County public safety agencies as part of the new public safety system (CAD, JMS, RMS, Mobile). The Support Agreement and Subscription Agreement are one-year terms and renewable yearly. Karin McDougal was actively involved in the editing of the agreements with CentralSquare Technologies and has reviewed and approved all six of the attached agreements. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Please review and authorize chair to sign Provide any needed changes to the Agreements. Recommendation: Weld County IT recommends that the Board grant approval for the Chair to sign the attached agreements. Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin Ross Approve Recommendation rnP Schedule Work Session Other/Comments: 02.00.1. 02+t7lo D9 -P -D •; CENTRALSQUARE TECHNOLOGIES CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com JAIL ENTERPRISE PURCHASE AGREEMENT FOR COUNTY OF WELD, COLORADO ON BEHALF OF WELD COUNTY GOVERNMENT County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 37 Jail Enterprise Purchase Agreement o2vao- az/76W) JAIL ENTERPRISE PURCHASE AGREEMENT Client: Address: City, State Zip: Phone: County of Weld, Colorado 1401 North 17th Avenue Greeley, CO 80632 970-400-4357 Contact Name: Ryan Rose, CIO 1.0 INTRODUCTION 1.1 This Agreement, is made by and between CentralSquare Technologies, LLC, referred to as "CentralSquare", with offices at 1000 Business Center Drive, Lake Mary, FL 32746, and the entity named above, referred to as "Client" (Client and CentralSquare collectively are "Parties" herein, individually a "Party"), with an effective date of ("Effective Date"), with reference to the following facts: 1.2 This Agreement is for the purchase of an integrated Computer Software System (the "System") consisting of a Jail Management System (Jail Enterprise) 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 CentralSquare 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: Addendum A: Statement of Work Addendum B: Pricing Detail Addendum C: Payment Schedule and Project Cost Summary Addendum D: Maintenance Agreement Addendum E: Business Associate Agreement County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 37 Jail Enterprise Purchase Agreement 3.0 DEFINITIONS 3.1 "Archive Server" or "Reporting Server" means a Server or other storage unit on which Client's data resides for archival purposes. 3.2 "CentralSquare Affiliate" means a wholly owned subsidiary of CentralSquare Technologies, LLC. 3.3 "CentralSquare Business Hours" means CentralSquare's corporate business hours of 8:30 a.m. to 5:30 p.m. (Eastern Time), Monday through Friday, excluding CentralSquare holidays. 3.4 "CentralSquare Software" means the Object Code version of the Jail Enterprise software specified in Addendum B: Pricing Detail of this Agreement, and any Modifications provided hereunder. "Deliverable" means an item of equipment, software, services or other items licensed or acquired by Client 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 "Designated Location(s)" means the physical site(s) at which a Subsystem is installed as specified by Client on the signature page herein. 3.7 "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 System. 3.8 "Documentation" means the then -current standard user manuals or other related instructional and/or reference materials, provided by CentralSquare or other Software Vendors from time to time, including on-line help information, online documentation updates, and Release Notes issued in connection with Updates. 3.9 "Equipment" means the computer system equipment specified in Addendum B: Pricing Detail of this Agreement. CentralSquare may substitute equipment for that specified in Addendum B: Pricing Detail provided that such equipment will substantially meet the requirements of the Specifications and this Agreement. 3.10 "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. 3.11 "Help Desk" means the CentralSquare telephonic support services provided as described in the applicable Support Exhibit. 3.12 "Installation" with respect to Subsystems means the process of running the County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 37 Jail Enterprise Purchase Agreement 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). 3.13 "Interface," collectively or individually, means the interface software described in Addendum B: Pricing Detail. 3.14 "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. 3.15 "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. The CentralSquare Software is not custom software, and as such, at CentralSquare's discretion Modifications or enhancements to the standard version will be made available in a subsequent version release available to all CentralSquare clients; or as applicable, made available as a separate module or function, separately licensed and priced. 3.16 "Object Code" means any instruction or set of instructions of a computer program in machine-readable form. 3.17 "Production System" means the primary computer system for live operations of the CentralSquare Software. 3.18 "Project Schedule" means the schedule set forth in or developed pursuant to the Statement of Work, subject to any permitted changes or modifications. 3.19 "SSH" means Secure Shell Connection, a cryptographic protocol for securing data which is transmitted over an insecure network. This is not remote access as defined in the FBI CJIS Security Policy Section 5.5.6 due to the persistent nature of the connection. "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. 3.20 "Services" means the services provided by CentralSquare under this Agreement. 3.21 "Software" means collectively or individually the computer programs licensed under this Agreement, including, without limitation, the programs for each Subsystem. 3.22 "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 CentralSquare (or another Software Vendor) is unable to reproduce the Software Error at its facilities, CentralSquare may, if requested by Client, 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 County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 37 Jail Enterprise Purchase Agreement authorized by CentralSquare, Client shall reimburse CentralSquare for its labor costs for such on site visit, at CentralSquare's then -current rates for consulting. 3.23 "Software Support" means services provided by CentralSquare (and/or other Software Vendors) for the Software, either under warranty or under the Software Support Exhibit or other agreement with the Vendor, as more fully described in the applicable agreement(s). 3.24 "Software Support Exhibit" 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. 3.25 "Source Code" means the high-level computer instructions for Software used to generate Object Code. 3.26 "Statement of Work" means Addendum A, the document that defines the implementation process for the Project, including specific tasks that are the responsibility of CentralSquare and the Client. 3.27 "Subcontractor" means any entity identified in the Statement of Work as subcontractors to CentralSquare, if applicable. 3.28 "Purchase Fee" means the total Purchase Fee of the items as specified in Addendum B: Pricing Detail, including as applicable, as applicable, equipment, software, services, fees, expenses and other items acquired under this Agreement, and if included as a line item in Addendum B: Pricing Detail, any applicable sales, use, value added, or other such governmental charges. 3.29 "Support Services" means the maintenance, and Support Services for the CentralSquare Software provided on an annual basis under this Agreement. 3.30 "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. 3.31 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. 3.32 "System" means collectively all Subsystems that make up the integrated Computer System referred to in Section 1.2 of this Agreement and more fully described in the Statement of Work. 3.33 "System Software" means the Software identified in Addendum B: Pricing Detail, if applicable, which includes, without limitation, operating system software, DBMS Software, and communications software. 3.34 "Task Completion Report" or "TCR" means the document presented by CentralSquare's Project Manager to the Client upon completion of a Deliverable. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 37 Jail Enterprise Purchase Agreement 3.35 "Telephone Support" means the service provided by CentralSquare for access to the CentralSquare Client Service Department by telephone as further defined in Addendum D: Maintenance Agreement. 3.36 "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. 3.37 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 3.38 "User" means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software. 3.39 "Vendor" means any supplier of hardware, Software or services under this Agreement, including but not limited to CentralSquare, or CentralSquare Affiliates. With respect to Software, this term will also mean the owner of the intellectual property rights, including copyright, to the software. 3.40 "Workstation" means any computer input station that utilizes the functionality of a Subsystem, whether applicable 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 Fees for the Software and/or services hereunder is specified in Addendum B: Pricing Detail. Client shall pay the Fees without deduction or offset on the terms specified in Addendum C: Payment Schedule and Project Costs Summary, pursuant to invoices issued by CentralSquare which shall be due upon receipt unless otherwise stated in the invoice. 4.1.1 As part of the Project controlling process, upon completion of significant milestones and or tasks, CentralSquare will submit a Task Completion Report ("TCR") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to the Client by CentralSquare's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Purchase Agreement. Upon signature by Client of a TCR that is tied to a Project payment milestone, the Client will receive an invoice from CentralSquare's Accounting Department which must be paid based on the terms and conditions of the Purchase Agreement. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 37 Jail Enterprise Purchase Agreement The TCR will include the following information: 1. Description of work performed and products delivered. 2. Comments noting any special circumstances. 4.1.2 The Contract Price for the Deliverables and Services defined in Addendum B: Pricing Detail is based on a firm fixed price, subject to the following adjustments. In the event that CentralSquare has met all contractual requirements but Client nevertheless 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 CentralSquare hereunder shall, if not paid within thirty (30) days of the due date, 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 their due date until paid. The remittance address for payments only is: CentralSquare Technologies 1000 Business Center Drive Lake Mary, FL 32746 4.2.1 In the event that Client is in arrears on payments due to CentralSquare of more than sixty (60) days from the due date, CentralSquare in its sole discretion may elect to stop work on the Project or any services (including Software Support) until Client becomes current on all payments due. In such event the Project Schedule will be adjusted accordingly, and CentralSquare shall not be considered to be in default for delays caused by such adjustment or Client's non-payment. 5.0 SOFTWARE LICENSE 5.1 In consideration for, and subject to, the payment of the Fees specified in Addendum B: Pricing Detail of this Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software: 5.1.1 The CentralSquare Software: A nontransferable, nonexclusive right and license to Use the CentralSquare Software and Documentation for Client's own internal use for the applications described in the Statement of Work, at the Designated Location, in the applicable environment (e.g., Production, Test, Training, or Disaster Recovery System) and in the quantity set forth in Addendum B: Pricing Detail. Client may make additional copies of the CentralSquare 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 CentralSquare Software purchased after the execution of this Agreement shall also be provided 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 County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 37 Jail Enterprise Purchase Agreement acts, except as provided in this Agreement or the applicable Software agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the Use of applicable Software, at the option of the applicable Vendor. In such event, Client shall not be entitled to a refund of any 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 vehicle dispatching to third parties. Notwithstanding, Client shall be entitled to Use Subsystem Software at the applicable Designated Location 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 Location, provided that the Subsystem Software is installed and operated at only one physical location. 5.2 Title to all CentralSquare Software or Documentation shall remain with CentralSquare, or as applicable CentralSquare's Affiliate. 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. 5.4 Client may not export any Software or Documentation outside the United States without further prior written agreement of CentralSquare. 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 subparagraph (c) 1)(ii) of the DFARS 252.227- 7013 or subparagraphs (c)(1) and (2) of 48 CFR 52.227-19, as applicable. 5.5 The licenses are effective until surrendered or terminated for cause hereunder. 5.6 Client may surrender any Software licenses provided in connection with this Agreement at any time by performing the actions described in Section 10.3 of this Agreement, or the applicable agreement. Such surrender shall not affect CentralSquare's right to receive and retain the fees, charges and expenses already earned hereunder prior to the date of termination. 6.0 TERM 6.1 The initial term of this Agreement shall be for one (1) year and may be renewed for successive one (1) year terms upon the same terms and conditions. If needed, this Agreement will be extended ninety (90) days or for such period beyond the Agreement expiration date as it may be necessary to afford the Client a continuous supply of the item(s) or services at CentralSquare' s sole and exclusive discretion. 6.2 The Agreement shall automatically renew for a one (1) year term on the expiration of any one (1) year term, unless Client provides at least ninety (90) days' notice of non -renewal. 6.3 The Support provided under this Agreement will renew pursuant to Section 6.2 at an annual Support Fee increase of 4%. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 37 Jail Enterprise Purchase Agreement 7.0 DELIVERY, INSTALLATION, SERVICES, AND RISK OF LOSS 7.1 CentralSquare will Deliver the items subscribed to hereunder and perform the services pursuant to the Statement of Work, subject to the provisions of Section 16.0 of this Agreement, and further subject to delays caused by the actions or omissions of Client or its agents, including, but not limited to, delays in approval of the Specifications, training and/or system configuration. Unless specifically identified as a CentralSquare 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. 7.2 It shall be Clients responsibility to provide proper server and facility environment inclusive of uninterrupted power, air conditioning, space, electrical drops, security, network equipment, network drops, etc, and additional equipment and services as necessary to accommodate the virtual server before, during, and after implementation. 7.3 As further defined in the Statement of Work, CentralSquare will appoint a Project Manager who will act as the primary point of contact for CentralSquare'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 CentralSquare personnel and at CentralSquare' s then -current rates, plus expenses. Prior to performing any of the aforementioned additional services, CentralSquare will provide a written quotation detailing the price (or time and materials estimate) for such services. 7.4 Risk of loss of any Deliverable shall be borne by CentralSquare until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client. 7.5 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, CentralSquare may: (a) Require Client to dissemble 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 CentralSquare at Client's premises or such other location as is mutually agreed by the Parties. (b) Render said Software unusable. 8.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 8.1 CentralSquare agrees to maintain Client's confidential business information and confidential data, including patient identifying data, to which CentralSquare 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 County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 37 Jail Enterprise Purchase Agreement applicable Vendor or original licensor shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction, except for county data, 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 CentralSquare or any violation of confidentiality; (b) is disclosed to CentralSquare by third parties without breach of confidentiality obligations; (c) is already in the lawful or rightful possession of CentralSquare prior to receipt of the confidential information or (d) is developed independently by CentralSquare without use of the confidential information. 8.1.1 CentralSquare maintains a security program for security 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. CentralSquare will work with the Client to provide reasonably required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 8.1.1.1 CentralSquare shall maintain good standing in the Colorado CJIS vendor management program ensuring CentralSquare will provide the needed CJIS requirements to CBI. If required by the Client, CentralSquare will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the CentralSquare 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 CentralSquare for the cost of CentralSquare Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable CentralSquare office location. This provision will apply during the installation of the Project and for the duration of the Client's Software Support Exhibit. 8.2 Client understands and agrees that the Software and Documentation including, but not limited to, the Source Code, Object Code, 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 CentralSquare 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. 8.2.1 The material presented in CentralSquare'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 CentralSquare staff for the Client's own internal use only; provided, however, that the CentralSquare training staff have consented in writing to such videotaping. The Client is responsible for managing secure access to and copying County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 37 Jail Enterprise Purchase Agreement or distribution of any CentralSquare provided training materials or Client -made videotapes of CentralSquare training sessions. 8.3 Client agrees during the term of the access 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. 8.4 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. 8.5 Client shall inform CentralSquare promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of VPI. 8.6 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 CentralSquare 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 CentralSquare 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. 8.7 The obligations specified under this Section 8 shall survive any termination or rescission of this Agreement. 8.8 Colorado Open Records Act. Client may disclose any records that are subject to public release under the Colorado Open Records Act, C.R.S. § 24-72-200.1, et seq. (CORA). Under CORA, the custodian of record is required to deny access to "Miracle secrets, privileged information, and confidential commercial, financial, geological, or geophysical data." C.R.S. § 24- 72-204(3)(a)(IV). Trade secrets shall not be disclosed, as determined by Client pursuant to CORA. Client will provide prompt notice of a CORA request to allow CentralSquare the opportunity assert any privileges available. If CentralSquare asserts that any records, including some or all of this Agreement, meets the statutory requirements under CORA of one or more exemptions and wishes that an exemption be asserted to prevent public disclosure of a record, CentralSquare will (a) immediately notify Client of its assertion, (b) identify with adequate specificity the records to which it asserts an exemption applies and the basis for such assertion (citing the applicable CORA exemption(s)), and (c) as commercially practical, mark with the words "DISCLOSURE EXEMPT" all records containing information that it desires not be publicly disclosed. CentralSquare shall have the opportunity to pursue a protective order through any legal means, provided they give notice to Client, subject to CORA' s disclosure deadlines. In the event Client is sued as a result of withholding records or information based upon CentralSquare' s assertion of County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 11 of 37 Jail Enterprise Purchase Agreement confidentiality, trade secret, etc., CentralSquare agrees to indemnify the Client and to pay Client, in full, for the costs of defense of the case, including the costs for the Client's attorney; court costs; and any and all sanction that may be ordered against the Client, in the form of attorney's fees or otherwise. Any disclosure by a party of a record, in whole or in part, will not be a breach of this Agreement if such disclosure was pursuant to a request under CORA that is based on court order, reasonable interpretation of CORA, related case law, or State of Colorado Attorney General orders or published guidance. Notwithstanding anything contained herein, Client retains the ability and discretion to respond to CORA requests in a legally compliant manner as determined by the Weld County Attorney's Office. 8.9 Data Transfer. Upon termination or expiration of this Agreement or upon Client's request, CentralSquare will ensure that Client will have full access to and control of the data. Following termination or expiration of this Agreement, additional services will be available for purchase from CentralSquare at then current hourly rates. 8.10 Business Associates. CentralSquare will receive, maintain, or transmit Protected Health Information (as defined in 45 CFR 160.103) on the Client's behalf. As a result, CentralSquare will be a Business Associate of Client. CentralSquare agrees to comply with Client's Business Associate Agreement, attached to and incorporated into this Agreement as Addendum E: Business Associate Agreement. 9.0 LIMITED WARRANTIES 9.1 CentralSquare warrants that: (i) it, or its Affiliate CentralSquare, owns or otherwise has the rights in the Jail Enterprise software and has the right to allow access to the Jail Enterprise software as described in this Agreement. CentralSquare further warrants that for a period of twelve (12) months from the date of Go Live (the "Warranty Period"), the Jail Enterprise software will perform in conformance with the applicable CentralSquare Documentation and any applicable specifications set forth in Addendum A: Statement of Work. CentralSquare' s sole obligation or liability during the Warranty Period shall be to use commercially reasonable efforts to correct reported software errors related to the Jail Enterprise software upon receipt of written notice of a warranty defect from Client, in a reasonable time in accordance with the provisions of Addendum D: Maintenance Agreement. In the event CentralSquare or CentralSquare fails to remedy material defects in the Jail Enterprise software under this warranty, Client's sole remedy and CentralSquare's sole liability shall be to receive a refund of any fee paid hereunder for the portion(s) of the Jail Enterprise software, if any, which is adversely affected by an uncorrected material defect. 9.2 If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to CentralSquare. 9.3 Problems in the CentralSquare 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 CentralSquare, or covered under the terms of this County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 37 Jail Enterprise Purchase Agreement 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. CentralSquare will share with the Client non-proprietary information related to the diagnosis of the error. 9.4 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and any local state, federal or other applicable systems. 9.5 Hardware and Third -Party Software Warranties CentralSquare warrants that, at the time of delivery, the Hardware will be new and unused. CentralSquare will be solely responsible for processing and managing of all Hardware and Third -Party Software warranty claims that may be necessary during the term of this Agreement. CENTRALSQUARE EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SPECIFICALLY STATED IN THIS SECTION 9, CENTRALSQUARE 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. CENTRALSQUARE RESELLS AND PASSES THROUGH THIRD PARTY PRODUCTS ON AN "AS IS, WHEN AVAILABLE" BASIS. CENTRALSQUARE DOES NOT REPRESENT OR WARRANT THAT ANY CENTRALSQUARE PRODUCT OR THIRD PARTY ITEMS, INCLUDING HARDWARE, SOFTWARE OR SERVICES, WILL BE FREE FROM ERRORS, DEFECTS OR INFRINGEMENT. Notwithstanding the foregoing, CentralSquare shall pass through, assign or otherwise make available to Client the rights CentralSquare obtains from the manufacturers and/or vendors of such third party products and services (including, but not limited to, warranty and indemnification rights), to the extent that such rights are assignable. 10.0 MAINTENANCE AND SOFTWARE SUPPORT 10.1 The CentralSquare Software. Software Support shall begin upon the date of first Go Live and shall be provided in accordance with Addendum D: Maintenance Agreement. 11.0 DEFAULT AND TERMINATION 11.1 CentralSquare may terminate this Agreement and the CentralSquare Software licenses granted herein for cause 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 CentralSquare, Client cures such failure within thirty (30) days after written notice of such failure by CentralSquare 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, 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 County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 37 Jail Enterprise Purchase Agreement are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination for cause shall not affect CentralSquare' s right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder. 11.1.1 In the event of termination in accordance with Section 11.1 above, other Vendors providing software licenses may also terminate such licenses granted to Client related to this Agreement, in addition to and without limiting any other rights or remedies CentralSquare or such Vendors may have. 11.1.2 Except as required by Colorado public records law or record retention requirements, or electronic discovery spoliation requirements, upon termination in accordance with Section 11.1 above, Client shall within 90 days 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 of VPI and certify to CentralSquare 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 the associated Documentation, and so notify CentralSquare 11.2 Client may terminate this Agreement for cause at any time if (i) CentralSquare fails to comply with any material term or condition of this Agreement unless (a) CentralSquare cures such failure within thirty (30) days after written notice thereof from Client or (b) in the case of failures which are curable but not reasonably susceptible to cure within thirty (30) days, CentralSquare commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) CentralSquare'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 CentralSquare' s executory obligations under this Agreement. In the event of termination in accordance with this Section 11.2, CentralSquare shall return a pro -rated portion of the license fees paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the CentralSquare Software calculated by the number of months of actual Use in Live Operations and the licenses granted in this Agreement shall terminate. 11.3 Client may terminate this Agreement for convenience at any time after Go Live. If Client has paid in full the software license fees set forth in Addendum B: Pricing Detail, then Client shall retain the right to use the software after termination under the perpetual license granted in Section 5.0. In such case, the terms of the license set forth in Section 5.0 shall remain in effect after termination of this agreement. In such event, CentralSquare shall not be obligated to provide ongoing annual support and maintenance services beyond the termination date of the then current support term for which support fees have been paid to CentralSquare. In the event of termination for convenience, Client shall compensate CentralSquare for all fees earned up to the effective date of such termination. 11.4 Funds Available and Authorized. CentralSquare understands and agrees that Client's payment of amounts under this Agreement attributable to work performed after the Client's fiscal year in effect as of the execution of this Agreement is conditioned on Client County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 37 Jail Enterprise Purchase Agreement receiving appropriations or other expenditure authority sufficient to allow Client, in the exercise of its reasonable administrative discretion, to continue to make payments under this Agreement. In the event the Client receives insufficient appropriations or other expenditure authority, Client may terminate this Agreement without penalty or liability to CentralSquare, effective upon the delivery of written notice to CentralSquare. 12.0 LIABILITY 12.1 CentralSquare shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, to the extent arising out of any loss, damage or injury to persons or tangible personal property arising from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any Subcontractor; however, CentralSquare shall not be required to indemnify Client for any claims or actions to the extent due to 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, CentralSquare's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 12.2 NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF CENTRALSQUARE FOR ANY CLAIM OR DAMAGE ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BY WAY OF INDEMNIFICATION OR UNDER STATUTE SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED (I) THE CONTRACT PRICE OR (II) IN THE CASE OF BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE FOR WHICH DEFENSE AND INDEMNITY COVERAGE IS PROVIDED BY CENTRALSQUARE'S INSURANCE CARRIER, THE LESSER OF THE COVERAGE LIMITS OF SUCH INSURANCE OR THE AMOUNT ACTUALLY PAID TO CENTRALSQUARE OR CLIENT BY THE APPLICABLE INSURANCE CARRIER FOR SUCH DAMAGE. 12.3 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. 12.4 To the extent allowed by law, Client shall indemnify and hold CentralSquare 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 CentralSquare Software. 12.5 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. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 37 Jail Enterprise Purchase Agreement 12.6 No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 13.0 Insurance Beginning at the start of CentralSquare's performance under this Agreement, and ending when CentralSquare is no longer providing to Client Software Support, CentralSquare shall maintain in force a policy of the following: Workers' Compensation Insurance: as required by state statute, and Employer's Liability Insurance covering all of the CentralSquare's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the Client. This requirement shall not apply when a CentralSquare or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such CentralSquare or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance: for bodily injury, property damage, and liability assumed under an insured contract, and defense costs, with the minimum limits must be as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; $1,000,000 Personal Advertising injury Automobile Liability: CentralSquare shall maintain the following limits: $1,000,000 for bodily injury for each accident, and property damage applicable to all vehicles operating both on Client property and elsewhere, hired, and non -owned vehicles used in the performance of this Agreement. Professional Liability (Errors and Omissions Liability): CentralSquare' s policy shall cover professional errors and omissions for those positions defined in the Scope of Services of this Agreement. CentralSquare shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Agreement resulting from professional services. In the event that the professional liability insurance required by this Agreement is written on a claims -made basis, CentralSquare warrants that any retroactive date under the policy shall precede the effective date of this Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for period of two (2) years beginning at the time work under this Agreement is completed. The minimum limits apply: $1,000,000 each claim; $2,000,000 general aggregate; County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 37 Jail Enterprise Purchase Agreement Crime Coverage: Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If CentralSquare is physically located on Weld County's premises, third party fidelity coverage extension shall apply. The policy shall include coverage for extended theft. The policy shall not contain a condition requiring an arrest and conviction. Privacy / Cyber Liability Insurance: As a provider of a service which may require the knowledge and retention of personal identifiable information including but not limited to, names, dates of birth, social security numbers, usernames, and passwords, and/or HIPAA sensitive personal information of clients served, the following minimum insurance limits are required: Contractors with 10 or fewer County clients: $50,000 Contractors with 11 — 15 County clients: $500,000 Contractors with more than 25 County clients: $1,000,000 per claim The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A -"VIII or better. Written notice of any cancellation or reduction in coverage shall be sent by CentralSquare thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, Client must be notified by the CentralSquare. CentralSquare shall be responsible for the payment of any deductible or self - insured retention. The insurance coverage's are the minimum requirements, and these requirements do not decrease or limit the liability of CentralSquare. The Client in no way warrants that the minimum limits contained herein are sufficient to protect the CentralSquare from liabilities that might arise out of the performance of the work under the Agreement by the CentralSquare, its agents, representatives, employees, or subcontractors. The CentralSquare shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The CentralSquare is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. CentralSquare shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under the subsequent Agreement. Any modification to these requirements must be made in writing by Client. The CentralSquare stipulates that it has met the insurance requirements identified herein. CentralSquare shall be responsible for the professional quality, technical accuracy, and quantity of all materials and services provided, the timely delivery of said services, and the coordination of all services rendered by the CentralSquare and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. CentralSquare shall cause Client to be included as an additional insured to the above -described policies, except Workers' Compensation & Crime. Restrictions On Usage: Client shall not allow any party, other than CentralSquare, to add, update, or delete database records or file system objects directly to or on the server or database except as provided for in the CentralSquare Documentation. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 37 Jail Enterprise Purchase Agreement Client shall not access any Server Hardware except as provided in the CentralSquare Documentation or cause any software except the Software provided under this Agreement to be installed on or executed on the Server Hardware. 14.0 COPYRIGHT & TRADE SECRET INFRINGEMENT 14.1 CentralSquare 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 CentralSquare Software of copyright or trade secrets, provided that Client immediately notifies CentralSquare in writing of such Action and cooperates fully with CentralSquare and its legal counsel in the defense thereof. CentralSquare may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the CentralSquare Software, or (iv) modify or replace the CentralSquare 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 CentralSquare concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client's use of the CentralSquare Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then CentralSquare will return to Client the CentralSquare Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the CentralSquare Software (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to 60 months times the license fees paid) and the use 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, CentralSquare will, subject to Section 12.0 herein, indemnify Client therefrom. 14.2 Notwithstanding the above, CentralSquare shall have no duty under this Section 14.0 with respect to, and, to the extent permitted by Colorado law, Client shall hold CentralSquare harmless from and against any claim, action or proceeding (i) arising from or related to infringements by System Software, third -party Hardware or Software, or Equipment, (ii) arising out of modifications to the CentralSquare Software and/or Documentation not made by or under the direction of CentralSquare, (iii) resulting from use of the CentralSquare Software to practice any method or process which does not occur wholly within the CentralSquare Software, or (iv) resulting from modifications to the CentralSquare Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This Section 14.0 states the entire obligation of CentralSquare regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 15.0 SALES, USE AND PROPERTY TAX 15.1 Unless exempt from such taxes, Client shall be solely responsible for payment or reimbursement to CentralSquare of all sales, use, value added or other 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 CentralSquare. If exempt, Client shall provide to CentralSquare 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. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 37 Jail Enterprise Purchase Agreement 16.0 SEVERABILITY 16.1 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. 17.0 FORCE MAJEURE/EXCUSABLE DELAY 17.1 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, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, , 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. 18.0 CONSTRUCTION AND HEADINGS 18.1 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. 19.0 WAIVER 19.1 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. 19.2 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. 20.0 ENTIRE AGREEMENT 20.1 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. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 37 Jail Enterprise Purchase Agreement 21.0 CHOICE OF LAW; VENUE 21.1 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 Colorado without regard to its conflict of laws provisions. The exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement shall be in the District Court for Weld County for the State of Colorado. If any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the exclusive venue shall be the United States District Court for Weld County, Colorado located in Denver, Colorado . 22.0 ASSIGNMENT 22.1 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 CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare's executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. 23.0 NOTICES 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: Weld County 1401 North 17th Avenue Greeley, CO 80632 Attn: Ryan Rose 24.0 ORDER OF PRECEDENCE To CentralSquare: CentralSquare Technologies LLC 1000 Business Center Drive Lake Mary, FL 32746 Attn: Legal/Contracts 24.1 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, from highest to lowest: 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; County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 37 Jail Enterprise Purchase Agreement 25.0 COMPLIANCE WITH APPLICABLE LAW 25.1 CentralSquare shall comply with all federal, state, and local laws applicable to this Agreement. 26.0 GENERAL TERMS 26.1 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 Section 23.0 of this Agreement. 26.2 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. 26.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 26.4 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. 26.5 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. 26.6 A facsimile or scanned signature copy of this Agreement, its Addenda 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. 26.7 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. 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. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 37 Jail Enterprise Purchase Agreement IN WITN� SS WHEREOF, the parties hereto have signed this Agreement this 91ay of "'• , 2020. CONTRACTOR: CentralSquare Technologies, LLC By: Name: Pk -r -l' Title: SAP( (, 4-,s �c�s�/`'s�ca''✓t Date L & 2 WELD COUNTY: ATTEST: satikvv Clerk to the Board m tJaa Deputy Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ;reeman, Chair NOV 0 9 2020 County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 37 Jail Enterprise Purchase Agreement mac, -c2 7“; Addendum A: Statement of Work County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 23 of 37 Jail Enterprise Purchase Agreement CENTRALSQUARE TECHNOLOGIES STATEMENT OF WORK Weld County CentralSquare Jail Enterprise Version 1.3 1000 Business Center Drive. Lake Mary, FL 32746 407.304.3235 I Fax: 407.304.3301 I www.centralsquare.com © 2020 CentralSquare Technologies, LLC Unpublished: Rights reserved under the copyright laws of the United States. All information in this document is proprietary and confidential and owned by CentralSquare Technologies, LLCTM. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, for any purpose, without the express written permission of CentralSquare Technologies, LLC. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. CentralSquare Public Safety Suite —Enterprise, CentralSquare CAD Enterprise, CentralSquare Mobile Enterprise, CentralSquare Records Enterprise, CentralSquare Jail Enterprise, CentralSquare False Alarm Management, and CentralSquare Public Safety Analytics Enterprise are trademarks of CentralSquare Technologies, LLC ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. Document Control Date Version Details/Changes Author September 11, 2020 1 Initial draft B Kleber October 8, 2020 1.1 Clean up language JG October 19, 2020 1.2 Virtual machine review JG October 28, 2020 1.3 Gated level access JG The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC Table of Contents Document Control ii Table of Contents iii 1 Overview 1 1.1 Statement of Work 1 1.2 Project Implementation Definitions 1 1.3 System Acceptance Process — Jail Enterprise 2 1.3.1 Functional Testing 2 1.3.2 CentralSquare System Integration Testing (SIT) 3 1.3.3 Client System Integration Testing 3 1.3.4 Reliability Acceptance Period — Jail Enterprise 4 1.4 General Client Responsibilities 4 1.5 Project Exclusions 6 2 Project Deliverables 7 2.1 Overview of Project Deliverables 7 3 CentralSquare Project Roles and Responsibility 11 3.1 Overview 11 3.2 CentralSquare Project Manager 11 3.3 Systems Engineer 12 3.4 Jail Enterprise Business Analyst 12 3.5 Training Specialist 12 3.6 Client Installation Services Team 13 3.7 Customer Services Group 13 3.8 Account Manager 13 4 Recommended Client Roles and Responsibilities 14 4.1 Overview 14 4.2 Project Manager 14 4.3 System Administrator 15 4.4 Jail Enterprise 6 Administrator 15 4.5 Jail Enterprise Supervisors 16 4.6 Subject Matter Experts 16 4.7 Application Trainers 16 5 Project Controlling Processes 17 5.1 Overview 17 5.1.1 CentralSquare Responsibilities 18 5.1.2 Client Responsibilities 18 5.2 Change Management Process 18 5.2.1 CentralSquare Responsibilities 19 5.2.2 Client Responsibilities 19 5.3 Project Reporting 20 5.3.1 CentralSquare Responsibilities 20 5.3.2 Client Responsibilities 20 5.4 Document Review 21 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC Table of Contents 5.4.2 CentralSquare Responsibilities 21 5.4.3 Client Responsibilities 22 5.5 Third -Party Management 22 5.5.1 CentralSquare Responsibilities 22 5.5.2 Client Responsibilities 22 6 Project Initiation and Planning 23 6.1 Overview 23 6.1.1 CentralSquare Responsibilities 23 6.1.2 Project Kick Off 24 7 Project Execution 26 7.1 Overview 26 7.2 System Installation (Jail Enterprise and Interfaces) 26 7.2.1 Jail Enterprise 6 — Client Hardware, Network, and Power Requirements 26 7.3 Implementation of Jail Enterprise 6 28 7.3.1 Jail Enterprise 6 Implementation Process Overview 29 7.3.2 Jail Enterprise 6 Adminstration and Review Workshop 30 7.3.3 Jail Enterprise 6 Base System Build 30 7.3.4 Jail Enterprise 6 Pre -Go Live Functional Testing (FT) 31 7.3.5 Jail Enterprise 6 Training 32 7.3.6 Jail Data Conversion 33 7.4 Implementation of System Interfaces 36 7.4.1 Inform Standard Interfaces' Requirement Gathering and Configuration 36 7.4.2 Custom Interfaces' Requirement Gathering and Configuration 37 7.4.3 Interlace Functional Testing (FT) 39 7.4.4 Jail Enterprise Interfaces 40 7.5 System and Subsystem Go Live 41 7.5.1 Jail Enterprise 6 Go Live 41 7.5.2 Jail Enterprise 6 System Acceptance 42 8 Project Closure 42 8.1 System Transition 42 9 Appendix A - Contracted Modifications to Standard CentralSquare Products 44 10 Appendix B - Standard CentralSquare Interfaces 45 10.1 Jail Enterprise 6 Standard Interfaces 45 10.1.1 Jail Enterprise 6 — Livescan/AFIS Interface (Export) (Identix) 45 10.1.2 Jail Enterprise 6 — N-DEx Adapter (IB IEPD) 45 10.1.3 Jail Enterprise 6 — SSA EVS Interface (Export) 45 10.1.4 Jail Enterprise 6 — Commissary Interface (Export) - Keefe 45 10.1.5 Jail Enterprise 6 — Inmate Phone Interface (Export) - securus 46 10.1.6 Jail Enterprise 6 — Vine Interface (Export) 46 10.1.7 Jail Enterprise 6 — Medical Records Interlace (Export) - CorEMR 46 10.1.8 Jail Enterprise 6 — Time Synchronization Interlace 46 11 Appendix D - Custom CentralSquare Interfaces 46 11.1 Custom Interlaces for Each Environment 47 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC V Table of Contents 11.1.1 Jail Enterprise 6 — Medical Records Interface (Export) —Turnkey 47 12 Appendix E - Subcontractor(s) Statement(s) of Work 48 13 Appendix k Jail Enterprise 6 Software 49 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 1 OVERVIEW 1.1 Statement of Work This Statement of Work (SOW) defines the services and deliverables that CentralSquare will be providing in accordance with the terms and conditions of the System Purchase Agreement (the "Purchase Agreement") between CentralSquare Technologies, LLC (CentralSquare) and Weld County, Colorado ("Client"). The pricing and services for this assume the project duration will not exceed a period of twenty four (24) months. If the project exceeds the expected duration due to client delays, additional services must be purchased. This project description includes the services and deliverables specified by the Purchase Agreement, including if applicable, CentralSquare and services, Subcontractor activities, third - party products and services for the implementation of the System and Subsystems specified in the Purchase Agreement (collectively the "Project"). Statement(s) of Work for applicable CentralSquare Subcontractor(s) are presented in Appendix E - Subcontractor(s) Statement(s) of Work. In some cases, the framework of Deliverables documented by this SOW for this Project is further defined through additional documents such as: Operational Scenario Documents (OSD); Interface Requirements Documents (IRD); Interface Specification Documents (ISD) for Jail Enterprise 6; Functional Design Documents (FDD); User and Administrator Documentation and Training Materials. The number and type of software licenses, products, or services provided by CentralSquare or its Subcontractors are specifically listed in the Purchase Agreement and any reference within this document as well as Subcontractors' SOWs (if applicable) does not imply or convey a software, license, or services that are not explicitly listed in the Purchase Agreement. 1.2 Project Implementation Definitions Unless otherwise defined herein, capitalized terms within this document have the meanings described in the Definitions section of the Purchase Agreement and where applicable Software Support Agreement. The following terms are used in this document. Since these terms may be used differently in other settings, these definitions are provided for clarity. • Project Schedule means the schedule providing dates and timeframes for completion of tasks and Deliverables during the course of this Project. The Project Schedule is subject to change at the mutual agreement of CentralSquare and the Client as further described in this SOW. • Project Management Plan means collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 1 Overview • The OSD provides an operational description of a capability or feature within the applicable CentralSquare solution in sufficient detail that both Client and CentralSquare team mutually agree to the expected deliverable. The OSD provides the "what", "how," and the information flow (including data flow and data elements, when appropriate) of the capability or feature. The OSD does not provide the technical or internal design of how CentralSquare's Development team will accomplish the requested feature. An OSD will be provided for each contracted product customization to be developed. Once approved by the Client, the OSD becomes the basis for CentralSquare's development. Once approved, any further changes requested by the Client to the OSD and/or design may incur additional costs to the Client. • Standard Interface Requirement Document (IRD) defines the functionality of specified Standard Interfaces. These documents are standard, published CentralSquare documents, and are not specific to a Client. • Functional Design Document (FDD) contains details for specified data conversions such as the proposed approach, fields that will be converted, and assumptions. 1.3 System Acceptance Process — Jail Enterprise This project shall follow a standard Acceptance Test methodology for CAD Enterprise, Mobile Enterprise, and Records Enterprise which is designed to allow the parties to thoroughly evaluate and verify the functionality and reliability of CentralSquare System and Subsystems. These procedures include several steps that are described in later sections of this SOW. Upon successful completion of these procedures the system is deemed Accepted. 1.3.1 Functional Testing Functional Testing (FT) is conducted on specified Subsystems prior to conducting End User Training on these applications and staging them for Go Live. The focus of these tests is to verify that each Subsystem meets the functions as described in CentralSquare's standard FT documents, which have been created based on CentralSquare's standard product specifications. Note: Functional Testing for specified Subsytems will occur one time, at one location. For projects that will place Subsytems for agencies and/or PSAPs in multiple phases, FT will only be conducted for the first phase going into Production, and will not be repeated for subsequent phases. The Client must ensure that appropriate representation from various agencies and/or PSAPs attend the FT for each Subsystem. The Functional Tests are performed based upon standard CentralSquare FT documents and have a standard content and format. These standard FT documents will be submitted to the Client for review prior to testing. During the scheduled FT and according to the FT documents, CentralSquare and Client project personnel will work to identify critical errors where the Subsystem does not conform materially to the The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 2 Overview FT documents. Any such critical errors will be documented by CentralSquare on the FT exceptions list. Errors listed on the FT exception list will be classified as follows: a) Pre -Go Live Issues: Critical issues in the Subsystem that prevent the Client from performing normal daily and monthly operations and therefore must be corrected prior to Go Live. b) Post Go Live Issues: Issues identified in the FT testing that do not prevent the Client from performing normal daily and monthly processes and therefore can be corrected after the Subsystem Go Live. These issues will not be used as part of the criteria for Acceptance. In the event that the Client chooses not to follow or complete the Acceptance Test processes defined in the Statement of Work, the Client's cutover to live production status (i.e., productive use) of any CentralSquare supplied Subsystem constitutes the Client's acceptance of the Subsystem. 1.3.2 CentralSquare System Integration Testing (SIT) Once the FT is successfully concluded for all specified subsystems that are scheduled to go live together and in preparation for Go Live, a remote SIT (up to 4 hours) will be conducted. The Client will lead this testing and CentralSquare will assist when needed. The SIT for Jail Enterprise and its subsystems will be conducted based on a scenario that test the jail management process. The core Client project team will lead this test with assistance by CentralSquare. The SIT scenario will be provided to the Client prior to the commencement of the SIT. A TCR will be submitted to the Client documenting the delivery of the SIT Test plans and must be signed prior to testing. At the completion of SIT, the Client shall provide written approval that the System is ready for Go Live. 1.3.3 Client System Integration Testing CentralSquare's Standard System Integration Testing is designed to test the system under a standard set of parameters and typical scenarios. It is recommended that the Client build out their own set of system integration tests based on their operational business processes. Industry best practices have found that testing the individual applications that will Go Live together reduces the amount of risk and unexpected ad -hoc configuration changes post Go Live. The core client project team should assemble a small group of end users from each respective discipline (dispatchers, field users, and records clerks) to conduct the Client System Integration Testing. The Client should build their test scenarios around typical day to day call and incident The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 3 Overview processing workflows, as well as scenarios that may be more atypical, such as large scale, mass casualty, or active shooter type incidents. Using data from the legacy system provides an excellent opportunity to test the new system under similar circumstances. The Client will be responsible for coordination and execution of the Client System Integration Testing. CentralSquare project staff will be available to support the testing remotely on an as - needed basis. Critical issues identified during the Client System Integration Testing should be immediately reported and escalated as outlined elsewhere in this SOW. 1.3.4 Reliability Acceptance Period — Jail Enterprise The cutover to production status of any CentralSquare supplied Subsystem (i.e., productive use) constitutes the Client's acceptance of the Performance Testing of the product. 1.4 General Client Responsibilities In addition to those Client responsibilities stated elsewhere in this SOW, the Client is responsible for: a) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. b) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. C) Network/communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice/data connections), or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. d) Configuration and/or programming of network routers, switches and bridges — this includes providing information to CentralSquare staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate in accordance with CentralSquare documentation. e) The installation of servers into racks and the connection of such servers to network switches. f) The assignment of machine names and IP addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by CentralSquare documentation. Any hardware and third -party software or services necessary for implementing the System that is not listed in the Purchase Agreement as a CentralSquare Deliverable (not listed as a line item in the Price and Payment section of the Purchase Agreement). This includes workstations, server hardware not included with managed server solutions, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, Disaster Recovery Software, and services required to extract legacy data and convert into acceptable data formats. g) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 4 Overview h) Configuration, maintenance, testing, and supporting the Third -Party Systems that the Client operates and which will be interfaced with as a part of this project. This project includes the contracted Interfaces listed in Appendix B - Standard CentralSquare Interfaces and Appendix D - Custom CentralSquare Interfaces. The Client is responsible for maintaining and supporting these systems in good working order. The Client is responsible for providing Application Programming Interface (API) documentation to these systems that document the integration process for the level of interface integration defined by CentralSquare's response to the RFP, as described by CentralSquare responses to the RFP as well as Interface IRD and approved OSDs. The Client is also responsible for any cost associated with the development, or configuration of the Third -Party System Vendor side of the Interfaces. i) Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Purchase Agreement into existing consoles, furniture, vehicles or existing facilities. Installation of Workstations into consoles, furniture, vehicles or like items, is the responsibility of the Client. Active participation of the appropriate personnel with the necessary background knowledge and availability in the Project implementation meetings and working sessions during the course of the Project. Examples of such implementation sessions are System Orientation, Operational and Administrative Review (OAR), Acceptance Testing, Training, regular Project meetings, discussion regarding Interfaces, system installation planning, and the like. k) The provision of Code Files and GIS data as requested by CentralSquare staff. This information must be provided on a timely basis in order to meet the project timelines. This information will be provided in a format requested by CentralSquare staff in accordance with CentralSquare Documentation. I) The timely review and approval of Functional Testing (FT) documents, OSDs, IRDs, Task Completion Reports (TCR) and/or other project documentation as further defined in this SOW. m) Provide a facility with the required computer and audio-visual equipment for training. n) Timely completion of acceptance testing for each of the CentralSquare Subsystems. o) CentralSquare pricing for this Project assumes that all Client supplied products and services required to support the project will be delivered according to this agreed to Statement of Work, based upon a mutually agreed upon project schedule. This timeline will require a commitment by Client staff to attend project meetings, attend training, and execute action items in a timely fashion. Should the Client find that it is unable to support the agreed to schedule, CentralSquare reserves the right to execute a mutually agreed to Project Change Order. The Change Order will make the necessary modifications to schedule and/or scope of the project and, if applicable, allow CentralSquare to recoup any additional costs which may be incurred by CentralSquare as a result of Client delays. p) The Client is responsible for providing remote connectivity to CentralSquare for the purpose of installation, configuration, testing, and troubleshooting of CentralSquare's applications at the Client site. CentralSquare's approved remote connectivity methods are described in the System Planning Document. 1) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 5 Overview q) Connect and configure any Third -Party hardware (such as Bar Code Scanners, Bar Code Printers, Biometric Fingerprint Scanners, and Signature Pads) to Client workstations, if these services are not explicitly sold in the System Purchase Agreement. r) The Client is responsible for the creation and ongoing maintenance of SSL certificates required for the operation of the software of on -Premise hardware that is not included with managed server solutions. This includes the tracking of expiry dates and the timely renewal of certificates. 1.5 Project Exclusions a) CentralSquare provides software applications that it develops. These applications are sold as is and are considered to be "Commercial Off the Shelf" (COTS) software packages. The functionality of these products will be based on CentralSquare's current design and functionality of these COTS products, unless otherwise indicated in the Purchase Agreement, or if applicable, CentralSquare's responses to the RFP. b) Work, software, services, hardware, Systems, Subsystems, product/software modifications, or any other deliverables not explicitly stated in the Purchase Agreement will not be included in the Project. c) Any modification to CentralSquare standard products or customizations to such products that are not explicitly stated in the Purchase Agreement are excluded from the scope of this Project. d) Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. e) CentralSquare is not responsible for the deficiencies in the Client's internal or contracted network to support remote CAD Enterprise, Records Enterprise, Jail Enterprise or other subsystem workstations. f) CentralSquare is not responsible for the deficiencies in a Client's internal or contracted network to support some of the extended features of Mobile Enterprise and Records Enterprise products due to bandwidth or limitations in wireless coverage. CentralSquare is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Purchase Agreement and this SOW. h) This project does not include creation or modification of GIS data by CentralSquare staff. g) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 6 2 PROJECT DELIVERABLES 2.1 Overview of Project Deliverables This project will provide a combination of software and services that comprise the System for use by the Client's Public Safety Organization(s). The individual Subsystems to be provided comprise the overall System. The Purchase Agreement specifies the software licenses included in this Project by the quantity and environment in which licensed. This includes all Server and User Licenses, Standard and Custom Interfaces, as well as other CentralSquare tools and utilities. The Purchase Agreement for this project incorporates the following major Subsystems: i) CentralSquare Jail Enterprise (Production, Test/ Training Warm Standby) o Jail Enterprise Advanced Core o Jail Enterprise Financial Core o Jail Enterprise Personnel Core o Jail Enterprise Reporting Core j) Disaster Recovery system as described in section 2.1.1.4 of this SOW. k) System Interfaces as listed in the Appendices to this SOW Implementation of different components of the System is performed in a series of interrelated processes. Some processes can be performed concurrently while others are sequential in nature. CentralSquare has implemented process gates to ensure successful completion of tasks in the optimal order before a subsequent activity begins. The only reference for the number and type of software licenses is the Purchase Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Purchase Agreement. 2.1.1.1 Standard CentralSquare Deliverables The functionality provided by Standard CentralSquare Products, including Interfaces (the core CentralSquare and Interfaces without any Modifications) is defined by CentralSquare Standard documentation such as User and Administration Guides for CentralSquare's major Subsystems such as Jail Enterprise and other Standard Software products. Standard Interface Requirement Documents (IRD) define the functionality of the Standard Interfaces. These documents are standard, published CentralSquare documents, and are not specific to a Client. Standard CentralSquare Interface Software to be delivered through this Project is identified as software licenses in the Purchase Agreement. The functionality provided by specified Standard CentralSquare Interface Software is defined by CentralSquare IRDs or other documents. Any Modification to the functionality of Standard CentralSquare within the System, or Subsystems, shall follow the Change Management Process as described in Section 5.2, Change Management Process. The scope of the Modification will be described in an OSD. Release of all Modifications The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC Project Deliverables to CentralSquare's Standard Interfaces will follow Subsystem release cycles (i.e., CAD Enterprise, Records Enterprise, and the like). 2.1.1.2 Contracted Modifications to Standard CentralSquare Products Any Modifications to Standard CentralSquare Products including CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise, Search, CAD Enterprise GISLink, and Standard System Interfaces that are to be delivered through this Project are listed in the Purchase Agreement. The functional scope of any Modification procured through the Purchase Agreement will be summarized in this Statement of Work and defined by an OSD for all items listed under Appendix A - Contracted Modifications to Standard CentralSquare Products for CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise, and other major CentralSquare Subsystems; and under Appendix B - Standard CentralSquare Interfaces, for modifications to Standard Interfaces. Any and all modifications or enhancements that are not explicitly listed in the Purchase Agreement or CentralSquare's responses to the RFP are not within the scope of this Project. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note: All enhancements and modifications to any of CentralSquare's Standard products (including the Interfaces) will only be released with a major version of the applicable subsystem (i.e., CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise and the like) based upon the relevance and dependency to these products. Note: Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fix problems with, or update a computer program or its supporting data. This includes fixing security vulnerabilities and other bugs. 2.1.1.3 Contracted Custom Interface Software Custom Interfaces to be created by CentralSquare are identified as individual software licenses in the Purchase Agreement. A high-level description of the intended functionality and scope is attached as part of Appendix D - Custom CentralSquare Interfaces to this SOW. The detailed functional scope of any custom Interface procured through the Purchase Agreement will be defined by an OSD or other documents, which will be developed and delivered to the Client during the project. Any changes in the requirements documented in the System OSDs or other documents, post approval of the OSDs or other documents are subject to formal Change Order. 2.1.1.4 Disaster Recovery Environments The Disaster Recovery environment(s) for this Project is designed to address the failure of components of the server infrastructure; a failure of the primary database server at the primary server location; or a failure of the majority of the server infrastructure at the primary server location. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 8 Project Deliverables In the event where there is a significant failure of the primary server infrastructure, the Warm Standby and/or Disaster Recovery environment allows staff to connect to a Disaster Backup System located at a remote location in order to continue operations. This scenario is particularly applicable in situations that involve power and/or network outages, facility failure, and lack of access to the primary server environment. CentralSquare will provide Disaster Recovery documentation (Failover Document and Switch -Over to the Disaster Recovery Server) that describes the technology that supports on -going operation of System(s) in this situation. This is also managed through CentralSquare approved Disaster Recovery software. Failover to the Disaster Recovery system in each of above scenarios involves a number of manual and automated steps to activate CentralSquare files and configurations applicable for the Disaster Recovery System. CentralSquare will provide the necessary pre -staged files and the procedure specific to such files. Similar steps will be followed for a failback process. The Client must ensure that trained personnel are available for failover/failback and that applicable documentation is carefully followed. Additional Information is available in the System Planning Document and the CentralSquare operational manuals for Warm Standby Servers. Note: None The Purchase Agreement for this project includes the following Disaster Recovery Systems: a) Jail Enterprise b) Refer to Appendix B - Standard CentralSquare Interfaces and Appendix D - Custom CentralSquare Interfaces for the list of DR Interfaces that are included in this project The Purchase Agreement for this project also includes an Enterprise Jail Warm Standby Server. 2.1.1.4.1 Disaster Backup System The Disaster Backup System provides the Client with a remotely located Backup System. Failover to the Disaster Backup system involves a number of manual and automated steps. Similar steps will be followed for a failback process. The Disaster Backup System requires applicable licenses and installation services for the Disaster Backup system, as defined in the Purchase Agreement. The Disaster Recovery site will include the core business servers for Disaster Recovery operations. Upon failover to a remote Disaster Recovery, only those subsystems that are included in the Disaster Recovery system will be available and operational. The systems that are included in a Disaster Recovery situation, including applicable interfaces must be explicitly listed in the Agreement. The Production environment subsystems such as Mobile Enterprise and Interfaces do not integrate with the Disaster Recovery CAD. Note: If the Disaster Recovery site includes additional CentralSquare Subsystems; these licenses and associated services have been specified by CentralSquare and included in the Purchase Agreement. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 9 Project Deliverables This Project includes implementation of the following components in the remote Disaster Backup Center: a) Jail Enterprise b) Refer to Appendix B - Standard CentralSquare Interfaces and Appendix D - Custom CentralSquare Interfaces for the list of DR Interfaces that are included in this project The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 10 CentralSquare Project Roles and Responsibility 3 CENTRALSQUARE PROJECT ROLES AND RESPONSIBILITY 3.1 Overview CentralSquare will appoint a team of specialized personnel that will implement the Project under the direction of CentralSquare's Project Manager. The team will be multi -disciplinary and the team members may specialize in different products or Subsystems. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited timeframe. Any personnel changes by CentralSquare will be discussed with and agreed upon by the Client in advance. Such agreement will not be unreasonably withheld. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the CentralSquare Project Manager in order to complete the requirements of the Project. 3.2 CentralSquare Project Manager CentralSquare has appointed a CentralSquare Project Manager as the principal CentralSquare contact who will be responsible for managing CentralSquare's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Purchase Agreement. The Project Manager is also responsible for managing the Deliverables for CentralSquare's subcontractors. Each of CentralSquare's Subcontractors may appoint a Project Manager to manage their portion of the Project Deliverables and activities. However, the CentralSquare Project Manager will have the overall responsibility for coordinating all activities and supervising the progress of each sub - Project. The CentralSquare Project Manager will manage all communications between the Client and each of CentralSquare's Subcontractors. CentralSquare's Project Manager is responsible for Project scheduling and management of CentralSquare Project personnel and subcontractor/supplier resources. The Project Manager uses a standardized methodology for project implementation, project management, and risk identification and management. CentralSquare's Project Manager is responsible for Project scheduling and management of CentralSquare Project personnel and applicable Subcontractor/supplier resources, budget management, identification and management of Project risks, and communication with the Client's Project team. The CentralSquare Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities. The Project Manager will be an active participant in many of the milestone events through the course of the Project including System Orientation, OAR, and Go Live. The Project Manager will organize a bi-weekly Project status call with the Client and necessary Project team members. Additionally, the Project Manager will provide the Client with a written Project status report on a monthly basis, as further defined in this SOW. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 11 CentralSquare Project Roles and Responsibility a) Project manager shall have led implementation projects of similar Scope and Complexity as the Client project b) If at any time during this project Weld County wishes to request a replacement of resources, CentralSquare, upon agreement, will make the change within 20 business days. Replacement resource will be assigned by CentralSquare and a comprehensive handoff will take place between resources; unless the resource is no longer with the company. If they are no longer with the company the PMO or designee will work with the appropriate resource director to ensure the handoff. 3.3 Systems Engineer The Systems Engineer is responsible for two primary functions, within the scope of the Project: 1) configuration of Standard CentralSquare Interfaces (including configuration documentation); and 2) development of software requirements documentation for Custom Interfaces. The Systems Engineer will additionally participate in testing of each of these Subsystems. In some cases, Development Engineers may perform the role of the Systems Engineer for specialized interfaces, particularly for Records Enterprise and Jail Enterprise interfaces. 3.4 Jail Enterprise Business Analyst Jail Enterprise Business Analyst(s) participate in various activities throughout the implementation of each of these Subsystems. They are primarily responsible for conducting the System Orientation with the Client to observe and evaluate the Client's current business practices and make recommendations for improving efficiency and areas that need to be reviewed. They also conduct the Operational and Administrative Review for Jail Enterprise, Administration Training, assist the Client through Functional Testing for Records, and provide consulting support throughout the Project implementation life cycle. After the completion of the Jail Administration & Review training session, ownership for continued system build and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in bi-weekly Project status calls, as needed. 3.5 Training Specialist Training for CentralSquare applications is provided by CentralSquare Training Specialists. Training staff for other products and functions will vary by the type of product and training proposed. This process is described in greater detail in the training sections of this document, related to each of these products. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 12 CentralSquare Project Roles and Responsibility 3.6 Client Installation Services Team CentralSquare's Client Installation Services (CIS) team is responsible for installation and integration of CentralSquare onto the system hardware that is identified for this Project. This team works closely with the Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. This process is described in greater detail in Section 7.2, System Installation of the SOW. 3.7 Customer Services Group Client service functions and technical support for the Client's System during the Project is coordinated by the CentralSquare Project Manager. After Go Live, CentralSquare's Customer Services Group is responsible for providing on -going support for the Client's System as defined in the Purchase Agreement and the Software Support Agreement. 3.8 Account Manager The Account Manager is an important resource to the Client throughout the life of their System. The Account Manager will be the primary contact and liaison for non -technical support issues, system changes and billing questions. They provide support for general Client service requests, manage requests for new software and services, and provide assistance with planning technology upgrades post System Go Live. Having the Account Manager participate as a key Project member provides an enhanced level of continuity for the Client as they continue their relationship with CentralSquare. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 13 Recommended Client Roles and Responsibilities 4 RECOMMENDED CLIENT ROLES AND RESPONSIBILITIES 4.1 Overview Implementation of the Subsystems in a manner that meets the Client's operational needs requires collaboration with the Client's team. In general, the Client's Project team should include staff experienced in the operation and administration of the Client's current public safety technology systems as applicable to the scope of this project. Such teams may include representatives from the CAD Enterprise, Mobile Enterprise, Records Enterprise, and Jail Enterprise users and stakeholders. These "subject matter experts" need to be engaged through the course of the Project from initiation until live operations, and may be involved in the support and maintenance of the System and Subsystems after Go Live. These recommendations do not speak to specific positions. Rather, this information defines specific responsibilities and estimated time commitment. The Client may elect to create individual positions, combine responsibilities, and/or assign responsibilities within their current organizational structure. The Client needs to periodically assess its staffing needs based on changes in the Client's operational use of this technology. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented and the number of Subsystems. In addition, it is recommended that the Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of the Client's System to include the technical and business processes. The application Administrators (CAD Enterprise, Mobile Enterprise, Records Enterprise, and Jail Enterprise), as well as the System Administrator, are very key to the success of the Project. It is paramount that the Client develops this team during the implementation process so that the Client successfully achieves a degree of self-reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. 4.2 Project Manager The Client's Project Manager is the principal Client contact who will manage a team of Client Project personnel. The Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, timely approval and processing of invoices, review and approval of Task Completion Reports ("TCRs"), Project management plans, applicable configuration sheets, OSDs and IRDs, approval of the Project documentation and FT, and management of the Client's staff. Additionally the Client's Project Manager is responsible for coordinating the efforts, activities, and communications between CentralSquare and third -party vendors that are not CentralSquare Subcontractors, as well as any deliverables from these vendors to the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 14 Recommended Client Roles and Responsibilities 4.3 System Administrator The Client's System Administrator is the individual primarily responsible for managing the technical back -end of the System components that are not part of the managed servers included with Jail Enterprise, including Windows, SQL Server, network, hardware, data back-ups and log management. This individual is the primary technical point of contact representing the Client. As identified in the Purchase Agreement and the Software Support Agreement, following the initial system installation, administration, and support for hardware (including the software operating system) excluding the managed servers of Jail Enterprise and network components are the responsibility of the Client. The Client needs to plan for support and maintenance through the development of Client resources, other departments within the Client's organization, or by contracting for such services. The Client should establish procedures for managing warranty service of hardware. Activities for this position include 1) management of Microsoft Windows Operating System including patches and service packs; 2) management of Microsoft SQL Server including patches and service packs; 3) implementation of software prerequisites (in accordance with CentralSquare Documentation) on computers as needed for current operations and System upgrades; 4) monitoring, management and maintenance of the Client's network including LANs, WANs, wireless networks, security accounts and support connectivity (in accordance with CentralSquare Documentation); 5) hardware maintenance and troubleshooting excluding the managed servers of Jail Enterprise; file and data back-ups and software and error log management; and 6) creation, maintenance and renewal of certificates of on -Premise systems excluding the managed servers of Jail Enterprise. Time commitment will vary with the number of computers on the system, the complexity of the network (including the use of a WAN) and the number of personnel to be managed in network access. If the System LAN is connected to the Client's administrative LAN/WAN1, coordination will be important to avoid problems with the Client's network traffic. Personnel involved in System Administration should attend the applicable CentralSquare System Administrator Course(s). Where a large team is involved, a core team should attend a System Administrator Course and then the Client's System Administration team should conduct a smaller version of the training for local staff. 4.4 Jail Enterprise 6 Administrator The Jail Enterprise Administrator will have the responsibilities for the implementation, configuration, and maintenance of CentralSquare's Jail Enterprise. This person or persons will be engaged in the implementation of the Jail Enterprise and will participate in making decisions as it relates to implementing this application. The Jail Enterprise Administrator will attend the Jail Enterprise work sessions during the course of the Project. This person must have a comprehensive understanding of the Jail's internal structure, as well as, policies and procedures, list of bonding companies, floor/bed layout of all facilities, e.g., main jail and annexes, and other information that are applicable to implementation and maintenance of the Jail Enterprise. Additional activities include CentralSquare setup, assignment, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. 1 CentralSquare recommends a dedicated LAN for CAD as documented in the System Planning Document. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 15 Recommended Client Roles and Responsibilities 4.5 Jail Enterprise Supervisors Input from the Users/Supervisors is important to ensure that the configuration settings approved by the Client's team will be perceived as usable by users of the each of the Subsystems. These Users/Supervisors should participate in meetings defining and evaluating the requirements and configuration of their respective products, such as System Orientation and Administration Training. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation should be maintenance only. These personnel should attend the applicable User trainings. 4.6 Subject Matter Experts Input from subject matter experts in all applicable areas (Jail Enterprise, and each of the Interfaces and external Systems that integrate with CentralSquare Systems) is essential to successful implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. For Standard and Custom Interfaces, subject matter experts may be from the Client Agency, and third -party vendors. If the vendors are not CentralSquare Subcontractors, the Client will be responsible for engaging them in necessary discussions and documentation of the requirements. The Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. 4.7 Application Trainers A team of trainers is needed for training the Client staff on CentralSquare on an on -going basis. Trainers will be responsible for reading CentralSquare release notes and maintaining an understanding of new and existing features. The Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 16 Project Controlling Processes 5 PROJECT CONTROLLING PROCESSES 5.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management plans. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication. This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, CentralSquare utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to measure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Therefore, CentralSquare's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs will delay the start and completion of the Interface development work, which may ultimately have an impact on the projected Go Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go Lives. As part of the Project controlling process, upon completion of significant milestones and or tasks, CentralSquare will submit a Task Completion Report ("TCR") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to the Client by CentralSquare's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Purchase Agreement. Upon execution of a TCR that is tied to a Project payment milestone, the Client will The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 17 Project Controlling Processes receive an invoice from CentralSquare's Accounting Department which must be paid based on the terms and conditions of the Purchase Agreement. As the Prime Contractor, CentralSquare is responsible for processing TCRs for all Subcontractor activities, under the Contract. The TCR will include the following information: a) Description of Work performed and products delivered. b) Comments noting any special circumstances. c) Product/Service deliverables listing the contract line items that are being recognized as delivered and will be invoiced. d) Related Payment Terms in accordance with the Purchase Agreement, for contract line items that will be invoiced relative to the TCR. 5.1.1 CentralSquare Responsibilities a) CentralSquare will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) The TCR will cite the appropriate SOW reference. c) TCRs that trigger a payment will include the payment amount in accordance with the Purchase Agreement payment schedule. 5.1.2 Client Responsibilities a) Client will review and approve TCRs within a five (5) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that Client disagrees with a TCR, Client shall submit to CentralSquare a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Purchase Agreement or this SOW. Such notification from the Client shall be provided to the CentralSquare Project Manager within five (5) business days of receipt of the TCR. 5.2 Change Management Process Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Purchase Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Purchase Agreement and related attachments. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, CentralSquare and Client's identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 18 Project Controlling Processes A Project Change Order will be the vehicle for communicating and approval of the changes. Whether initiated by the Client or CentralSquare, all Change Orders will be documented by the CentralSquare Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Purchase Agreement for this SOW. All Change Orders must go through the CentralSquare's internal approval process before they can. be presented to the Client for review and approval. Once the Change Order is generated, the Client Project Manager and CentralSquare Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Change Order by both parties. Upon the approval by both parties the Change Order will be authorized for implementation. The creation of some Change Orders may, depending upon the scope of the requested change, require fees in order for CentralSquare to properly investigate and scope of the requested change. If additional fees are required by CentralSquare to create a Change Order, those fees will be identified and communicated to the Client Project Manager prior to CentralSquare's investigation of the requested change. In such situations, CentralSquare will only proceed with the investigation required to create the Change Order if the Client has agreed to pay the additional fees associated with creation of the Change Order. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. It must be noted that the later in the Project that a change is requested, the greater the likely impact in terms of costs, risks, and timescale. It is recommended that the Client not delay any review activity as it is a best practice to discover potential changes as early as possible. In some cases, it may be more appropriate to plan modifications for post Go Live delivery. 5.2.1 CentralSquare Responsibilities a) Change Orders will be prepared for submission to the Client when required. b) Where Project changes require Engineering -level modifications, CentralSquare will perform requirements capture necessary to prepare required documentation including a high level description of the change for Client review and approval. c) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 5.2.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Purchase Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to CAD, Mobile, Records , Jail, Interfaces, or any other Subsystems that will require a change order. This process may also include participation with the requirements process. c) Client will approve and process Change Orders in a timely manner. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 19 Project Controlling Processes 5.3 Project Reporting CentralSquare will provide Monthly Status Reports advising the Client Project Manager and key Client Project Stakeholders of the progress and status of project activities. This report will include the significant accomplishments, planned activities, issues, and potential risks associated with CentralSquare and CentralSquare's Subcontractors' Deliverables. The Project Status Reports will include the following: a) Accomplishments during the Reporting Period. b) Planned upcoming activities. c) Issues. d) Risks. e) Key Action Items. In addition, the CentralSquare Project Manager will hold bi-weekly status meetings/conference calls to update the Client on the status of the Project and key action items and deliverables. CentralSquare will provide an updated Project Schedule advising the Client Project Manager of the progress of project activities. The Project Schedule may be lacking the detailed tasks for the Client team, and the Client may add such tasks, owners, and durations to the Project in collaboration with CentralSquare Project Manager. The Project Schedule will consist of the following: a) Major Tasks. b) Task Responsibility. C) Task Duration. d) Major Milestones. e) Tasks Completed. f) Tasks in Progress. 5.3.1 CentralSquare Responsibilities a) Provide a written report of Project status once a month. b) Track issues and action items to closure. The Client will be periodically provided with updated copies . c) Conduct status meetings/conference calls every two weeks. d) Maintain an up-to-date Project Schedule. 5.3.2 Client Responsibilities a) Review the written report of Project status and provide feedback within five (5) business days in order to ensure that the documentation is correct. b) Participate in Project status meetings. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 20 Project Controlling Processes c) Ensure participation of personnel in tasks and meetings. 5.4 Document Review In the course of the Project, CentralSquare will deliver several documents to the Client for review. These documents will include but are not limited to the Pre -Go Live Acceptance Test Procedure, Project Schedule, OAR trip report, OSD, ISD, Training Material and Interface Requirement Documents for the Project. Approved documents are returned to the CentralSquare Project Manager. All documents will be provided in electronic (soft copy). If Client desires printed (hard copy) documentation, it is their responsibility to print and bind the desire copies. The CentralSquare Project Manager will retain a copy and provide Client with a copy. Should the Client find any document unacceptable, the Client must provide specific reasons in writing to the CentralSquare Project Manager. CentralSquare can then assess any required corrective measures and make revisions or modifications to provide acceptable documents within a mutually satisfactory timeframe. Status Reports are not subject to approval. In order to ensure compliance with the Project Implementation Schedule, the Client is responsible for the review of such documents and providing any comments to CentralSquare within five (5) business days. 5.4.1.1 Documents Subject to Client Approval a) Change Orders b) Operational Scenario Documents (OSD) c) Application Configuration Sheet d) Pre -Go Live Functional Test Procedure documents e) Task Completion Reports 5.4.1.2 Documents Subject to Client Review not Requiring Approval a) Project Schedule b) Note: The Project Schedule and any changes hereto are to be mutually agreed upon between the Client and CentralSquare. c) Project Status Reports d) OAR Trip Reports for CAD Enterprise and Records Enterprise e) Interface Requirements Documents (IRD) f) Interface Specification Documents (ISD) for Jail Enterprise 5.4.2 CentralSquare Responsibilities a) Distribute the documents to the Client. b) Coordinate the process to consolidate comments and edit documents. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 21 Project Controlling Processes C) Manage the signoff process for applicable documents and the distribution of originals to the Client and CentralSquare for filing. 5.4.3 Client Responsibilities a) Review the documents presented and provide the appropriate information back to CentralSquare within five (5) business days for configuration sheets, Change Orders and/or Sales Orders. b) Review the documents presented and provide the appropriate information back to CentralSquare within ten (10) business days for requirements documents defined above. Unless unanticipated changes to the Project Schedule would warrant a shortened turn around. 5.5 Third -Party Management CentralSquare will be responsible for the management of third parties that have been identified as Subcontractors or executed Change Orders to the Purchase Agreement. The identified CentralSquare Subcontractors under the Contract are the following: a) No subcontract resources are scoped for this project As part of the Subcontractor agreement, all communications between those third parties and the Client will be managed by CentralSquare. Any communication directly between the Client and third parties that may require or imply the promise of a material change in scope or responsibilities will not be acknowledged by CentralSquare unless an appropriate Change Order has been prepared. Conversely, the Client will be responsible for the management of third parties that CentralSquare is not responsible for. The Client will be responsible for the facilitation of discussions and the acquisition of materials from those third parties that are necessary for the configuration and development of the Client's System. 5.5.1 CentralSquare Responsibilities a) Assume responsibility for third parties that are the responsibility of CentralSquare within the terms of the Purchase Agreement between CentralSquare and the Client. b) Process any Change Orders that may arise from a material change in scope where third parties are concerned. C) Inform the Client when configuration and or programming will require interaction and/or documentation from a third -party which is not the responsibility of CentralSquare under the Purchase Agreement between CentralSquare and the Client. 5.5.2 Client Responsibilities a) Work directly through CentralSquare with regard to third parties that are the responsibility of CentralSquare. b) Review, sign and process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Facilitate interaction between CentralSquare and third parties not the responsibility of CentralSquare to include conference calls, answers to questions and documentation as requested. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 22 Project Initiation and Planning 6 PROJECT INITIATION AND PLANNING 6.1 Overview Project Initiation and Planning involves gathering the necessary Project specific information in order to produce a Project Management Plan and a Project Schedule. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchange between the Client and CentralSquare during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stakeholders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and a baseline Project Schedule. The project must be managed in a manner that will allow for the adjusting the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are successfully completed and as the Project nears Go Live and Project completion. Note: The Project Schedule is a living document, subject to change during the course of the Project due to several factors such as change in Project scope, scheduling conflicts, delay in approving project documents, resource availability, etc. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a published schedule upon approval from the Client and CentralSquare. 6.1.1 CentralSquare Responsibilities a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as Standard IRDs, System Planning Document, etc.) c) Review and finalize the SOW with the Client. d) Identify and engage the CentralSquare Project team responsible for carrying out Project Execution. e) In collaboration with the Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). f) Baseline the Project Schedule. g) Prepare and submit the TCRs for Client acceptance of the Project Management Plan as defined above. h) Develop and submit invoice for payment due at execution of the Purchase Agreement. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 23 Project Initiation and Planning 6.1.1.1 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. b) Identify and engage the Client's Project team. C) Review and comment on the CentralSquare Project Management Plan and the Project Schedule. d) Review and comment on CentralSquare provided documentation to support Initiation activities. e) Finalize and approve the SOW with CentralSquare. f) Approve the TCRs for the Project Management Plan within 5 business days. 6.1.2 Project Kick Off During the planning phase, the CentralSquare Project Manager will hold a Kick -Off meeting with the Client's Project team. During the Kick -Off meeting, the CentralSquare Project Manager will provide an overview of the following: a) The CentralSquare Execution Process. b) A high level description of Project Deliverables. c) Roles and responsibilities for the Project team members. d) A high level review of the preliminary Project Schedule including projected Project milestones and checkpoints. e) Describe the work that has been either completed, is in progress or is due to begin within the immediate future. f) Review any project related questions from the Client's team. Note that separate kick-offs may be conducted before initiating the activities for each of the subcontractors. These follow up kick-off meetings may be conducted over the phone and involve a small group of individuals who will be involved in the implementation of that specific system. 6.1.2.1 CentralSquare Responsibilities a) Prepare the agenda and set a date for the Kick -Off that is convenient to the Client and CentralSquare Team. b) Distribute any documents that the Client should review in advance of the Kick -Off meeting. c) Conduct the Kick -Off meeting. 6.1.2.2 Client Responsibilities a) Work with the CentralSquare Project Manager to facilitate scheduling a date for the Kick -Off meeting. b) Schedule the appropriate personnel from the Client's team to attend. This should also include key stakeholders that may not participate routinely in Project operations, but who have authority or responsibility over the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 24 Project Initiation and Planning c) Provide adequate accommodations to include adequate seating and audio-visual equipment including a projector(s), screen, and whiteboard. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 25 7 PROJECT EXECUTION 7.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of: 1) a review of Deliverable documents; 2) Development, configuration, Installation and testing of software and hardware deliverables, and 3) Delivery of Project related services such as Project related training. These processes are iterative in nature with a number of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. 7.2 System Installation (Jail Enterprise and Interfaces) System installation is one of the early processes in the Project implementation phase, and has a significant impact on and critical dependency on a number of key activities. All tasks and activities related to System Installation are included in this section and will occur in the order presented. Note that other project activities can occur concurrently or between these steps. 7.2.1 Jail Enterprise 6 — Client Hardware, Network, and Power Requirements CentralSquare is not responsible for installation or networking of the computer hardware required for operating Jail Enterprise 6 Software. CentralSquare is not responsible for networking any hardware. Unless otherwise specified, the Client will be responsible for providing the following to meet the hardware, network and power requirements for the Jail Enterprise 6 System. 7.2.1.1 CentralSquare Responsiblities a) Based on the purchase agreement, CentralSquare will provide the following: b) The following virtual server images will be installed remote with the Customer by CentralSquare in their virtual server environment: c) One (1) virtual Production Server d) One (1) virtual Testing/ Training Server e) One (1) virtual Conversion Server f) One (1) virtual Support Server g) One (1) virtual Standby server h) Notify Client of request for console level access. 7.2.1.2 Client Responsibilities Customer must provide the following: The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 26 Project Execution a) Compatible Virtualization Software (e. g. VMware 5. 5+), CentralSquare console access to the virtual machines that are part of the CentralSquare System including the ability to create, remove and manage snapshots; monitor resource consumption andavailability, and start/ stop/ restart systems. b) Stable hosting hardware. c) CPU, Memory, Storage, and Network resources allocated in the VMware environment as. required to run the CentralSquare System at the sole discretion of CentralSquare. d) Allocate appropriate onsite Project personnel to support CentralSquare personnel during configuration tasks as necessary and designate a primary point of contact to be available to address and answer questions that arise during the installation of hardware/software, including networking configurations. Appropriate Client personnel include the necessary IT personnel and database administrator(s) as needed during installation. e) Grant console level access to CentralSquare upon request f) Immediately notify CentralSquare when access has been granted g) Provide 24x7/365 response to requests for console level access 7.2.1.2.1 Jail Enterprise 6 Servers a) The Customer will be responsible for provisioning adequate space within their virtail environment to accmonidate Jail Software. 7.2.1.2.2 Jail Enterprise 6 Production and Testing/Training/Standby Server Network Requirements b) Virtual Hardware for Production environment to include: o CPU —16 Cores, 2.1Ghz, dedicated o Memory — 160GB o Database Disk - 960GB high lOPs o Media Storage — 6TB Thin -provisioned, expanded as needed to hold media c) Virtual Hardware for Training environment to include: o CPU —16 Cores, 2.1Ghz, dedicated o Memory — 160GB o Database Disk — 960GB high lOPs o Media Storage - 6TB Thin -provisioned, expanded as needed to hold media d) Virtual Hardware for Conversion environment to include: o CPU - 4 Cores, -2.1Ghz, shared is fine, will tend to idle when not in active use o Memory - 8GB - Depends largely on the size of the conversion data set. o Primary Disk - 100GB thin provisioned, low lOPS o Data Disk — 500GB thin provisioned, low lOPS The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 27 Project Execution o This environment can be shut down after implementation is complete, but should could be needed if any additional work is identified. e) Virtual Hardware for Support environment to include: o CPU — 2 Cores, 2.1Ghz, shared is fine. It will likely tend to be idle. o Memory — 3GB o Primary Disk — 200GB thin provisioned, low lops is fine f) Virtual Hardware for Standby Server Environment to include: o CPU —16 Cores, 2.1Ghz, dedicated o Memory —160GB o Database Disk — 960GB high lOPs o Media Storage — 6TB Thin -provisioned, expanded as needed to hold media Network access that maintains low -latency and high bandwidth that includes a Virtual Private Network (VPN) to support remote users per the requirements that are set forth in the Network Requirement Specifications and Server Requirement Specification documents provided by Central Square. g) 7.3 Implementation of Jail Enterprise 6 Jail Enterprise 6 is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Jail Enterprise 6. Jail Enterprise Suite Base • Operating system software • Database software • Master name index • Master address index • Master vehicle index • Secure intra-Customer messaging • Configurable dashboard • Web address links • No duplicate data entry • Authentication Financial (Core) • Double -entry accounting • Automatic invoice creation • Configurable addition of fees based on Records workflow • Account reconciliation • Receipt generation • Statement printing • Bulk Invoice Payments • Full audit trail The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 28 Project Execution Jail (Core) • Booking, Intake, and Release Wizard • Cell Occupancy Log • Activities • Basic Bank • Issued Property • Medicine • Jail Billing • Bond Payments • Sentence calculation and Good Time • Inmate Property • Victim Notification • Visitor logging • Jail Log • Shift Log • Court Events • Classification • Cell Recommendation • Inmate Classes and Transportation • Full audit trail Jail (Advanced) • Advanced Inmate Bank • Expenses • Expungement Log • Sentence Reductions • Inmate Checks • Inmate Work Shifts • Stay Scheduling (Weekenders) • Multiple Facilities • Jail workflow • Custom Forms Personnel (Core) • Personnel Log • Full audit trail Reporting (Core) • Pre -defined reports • Custom reports • Ad -hoc reports • Drag and drop report building • Export to PDF, XLS, XML, TXT • Custom data filters • Statistical analysis • Scheduled reports • COMSTAT compatible • Emailed reports 7.3.1 Jail Enterprise 6 Implementation Process Overview Central Square uses a multi -phase approach to ensure a successful implementation for each Jail Enterprise 6 Client. Trained and experienced members of the Central Square implementation team move through the process with Clients to ensure successful outcomes. Timelines will be discussed with Client's project manager and will be mutually agreed upon to ensure a successful Go Live. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 29 Project Execution 7.3.2 Jail Enterprise 6 Adminstration and Review Workshop The Jail Enterprise 6 Administration and Configuraiton Workshop is a hands-on course for Jail System Administrators conducted once the Jail Enteprise 6 system is installed at the Client site. During the course, students will see a demonstration of the software functionality and then begin system configuration. During this configuration session, the following will be covered cell locations, inmate tracking, additional facilities, booking processes, intakes, inmate management, keep separates, etc. Participants include key members of CentralSquare's implementation team and should not exceed ten (10) core members of the Client's implementation team. The Client's team should include Jail Administrators. Following the training, ownership of the Jail Enterprise 6 Build transfers to the Client. The Client will enter the balance of the Code Files, maintain users, and complete the build Jail. The Client also becomes responsible for maintaining Code Files (personnel, Offense Codes, Property Locations, and the like) that must be continuously updated to keep the Code Files in Go Live ready status. During this phase, the assigned CentralSquare Business Analyst will provide consultation services. The Jail Enterprise Administration and Review Training will be up to four (4) days, onsite or remotely as agreed upon. 7.3.2.1 CentralSquare Responsibilities a) Schedule the Jail Enterprise 6 Administration and Review Training in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to the training. c) Conduct the meetings based on the distributed agenda. d) Create the project checklist itemizing the tasks for completion throughout the implementation. e) Prepare and submit a TCR upon completion of the training. 7.3.2.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 7.3.3 Jail Enterprise 6 Base System Build After completion of the Jail Enterprise Administration and Review Training, it is the responsibility of the Client to assume ownership of building and maintaining the code files, personnel, and roles. Throughout the project, the Business Analysts from Central Square will schedule remote sessions with the Client to ensure progress and answer any questions or concerns. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 30 Project Execution Validation through the implementation until Functional Testing allows for the continual review and updating of the Code File setup while limiting the risk of rework. 7.3.3.1 CentralSquare Responsibilities a) Monitor and evaluate the System build throughout the implementation and provide guidance as needed. 7.3.3.2 Client Responsibilities a) Provide timely input and updates to the Code tables, Users, Roles, and other applicable system codes. b) Continue building and maintaining the Users, Roles, and System Code Files (those not built by CentralSquare) through completion. 7.3.4 Jail Enterprise 6 Pre -Go Live Functional Testing (FT) Jail Enterprise 6 Pre -Go Live Functional Testing follows a standard content, approach and format. An Enterprise Business Analyst assists the Client with acceptance testing prior to the start of End User Training. This process will be based on the standard CentralSquare FT documents. The FT documents have a standard content and format. The standard CentralSquare FT documents will be sent to the Client for review prior to conducting the tests. The FT results are documented in a TCR for verification and approval by the Client. Upon completion of FT, the Client and CentralSquare will review the list of FT failures (if any), and perform an assessment of the critical errors and determine the timeline for remedying the critical issues (pre versus post Go Live). Participants include key members of CentralSquare's implementation team and should not generally exceed five (5) core members of the Client's implementation team. The Client, with CentralSquare assistance as needed, will repeat any specific critical failed FT tests following the correction of critical issues which has caused the test to fail. This process will not include a repeat of the entire tests. Note: CentralSquare may organize at its discretion, separate breakout FT sessions for subsections of the FT documents that are applicable only to one agency (for example, applicable only to a Sheriff's Department or single agency). Each test will be executed once, and all applicable users and agencies must attend the FT session and observe the tests. Note: Successful completion of the FT as part of the Pre -Go Live testing process does not constitute Final System Acceptance if such a Post -Go Live Reliability Testing is defined in the Purchase Agreement. 7.3.4.1 CentralSquare Responsibilities a) Deliver CentralSquare's standard FT documents to the Client no later than two weeks prior to conducting the FT. b) Provide a TCR to the Client to approve the receipt of the FT documents. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 31 Project Execution C) Assist the Client in conducting the FT in accordance with FT documents. d) Identify and document any issues discovered during the FT. e) Upon completion of FT prepare and submit a TCR to the Client, including a list of any exceptions to FT. 7.3.4.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base code table entry and configuration. b) Provide adequate facilities to execute the FT. c) Lead the FT by providing operational subject matter experts. d) Assist CentralSquare in documenting FT findings and results. e) Review and approve the appropriate TCRs. 7.3.5 Jail Enterprise 6 Training Note: Training classes are conducted based on the quantities that are specified in the Purchase Agreement. The appearance of a course description in this Statement of Work does not mean a course will be conducted it must be listed in the Purchase Agreement. Jail Enterprise 6 Training classes are conducted on consecutive weekdays (Tuesday -Friday) classes may be scheduled during the following hours 7am-9pm MT . Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the Jail Enterprise 6 FT has been completed and the results are documented. Descriptions of classes are provided below. 7.3.5.1 CentralSquare Responsibilities a) Schedule the Jail Enterprise Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. d) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 7.3.5.2 Client Responsibilities a) Provide adequate facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. b) Provide a Local Jail Administrator for each class that can answer agency specific questions as related to the build of the Client's system. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 32 Project Execution C) Review and approve the applicable TCRs. Note: Training classes are conducted based on the training specified in the Purchase Agreement. The appearance of a course description in this Statement of Work does not mean a course will be conducted — it must be listed in the Purchase Agreement. Note: Central Square staff will provide onsite or remote training as specified in the Agreement. Note: The number of days specified for `onsite' services herein may include travel days in addition to actual days on site at Client's location(s). Central Square will make a good faith effort to minimize the travel time which is necessary for a project by working with the Client to most efficiently plan and schedule the delivery of on -site services. Training will be scheduled within standard business hours (7:00 AM CST to 6:00 PM CST, Monday through Friday). The training facilities and equipment will be provided by Client based on the following: 7.3.5.3 Jail Enterprise 6 Train -the -Trainer and/or End User Training CentralSquare Trainers will conduct a detailed course(s). The content of each course will be tailored to the features and functionality in Jail Enterprise 6 that each group needs to know and use. 7.3.5.3.1 Jail Enterprise 6 End User Administration Module Central Square will provide training on the Administration module. This includes fleet management, equipment, inventory, service dogs, purchase requisitions, policy manual and citizen feedback. 7.3.6 Jail Data Conversion CentralSquare Technologies will provide data conversion services from one (2) of Customer's current software database sources to one (1) Enterprise database module. For example, Customer's current JMS database will be converted to Enterprise JMS. The contents of the data conversion will be determined by the Data Conversion Specification documents. The listed data conversion services and their associated costs are based on CentralSquare Technologies' understanding of Customer's needs and current system. Any modules not explicitly listed in this section are not a part of the current project scope and will not be included in The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 33 Project Execution implementation. If additional module conversions are required, each one will come at an additional cost based on the scope of the work required for each. Module Submodule Base Names Base Businesses Base Business Contacts Base Addresses Base Address History Base Phonebook / Rolodex Base Names Identification Types Base Alarms Base Gangs Base Intelligence Base Aliases Base Vehicles Jail Jail Stays Jail Basic Hold Reasons Jail Sentence Hold Reasons Jail Hold Reasons Jail Bond Payments Jail Visitations Jail Approved/Denied Visitors Jail Cell Transfers Jail Court Events Jail Inmate Activities Jail Victims Jail Issued Property Jail Inmate Property Jail Evidence Jail Shift Log Jail Incidents Jail Disciplinary Actions Jail No Contacts Customer shall work with its existing vendors to obtain unencrypted data for conversion in one of the The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 34 Project Execution following compatible formats: (a) MS SQL .bak files with database version and credential information (b) MySQL .dump or .sql files with database version and credential information (c) PostgreSQL .sql files with database version and credential information (d) MS Access 2003 or newer .mdb files (e) CSV files with column headers and relationship mapping documentation (f) Oracle 10g or newer backup files *CentralSquare may provide limited consultation services to assist with extraction 7.3.6.1 CentralSquare Responsibilities a) Work with the customer to identify, document and implement a comprehensive data conversion b) Advise on possible conversion options c) Advise on project milestone dates and client expectations d) Provide training for the customer on using CentralSquare data mapping tools e) Will work with the customer to limit the number of go live conversion events f) Perform one or more sample conversions g) Provide training for the customer on validating the data conversion for completeness and accuracy h) Legacy data will be converted into corresponding elements in the CentralSquare system. i) Modifications to the CentralSquare system or database for the purposes of data conversion will be limited or unavailable j) Perform final delivery of Data conversion 7.3.6.2 Client Responsibilities a) Work with the customer to identify, document and implement a comprehensive data conversion b) Provide subject matter experts to complete data conversion tasks, including o Providing expertise in third -party data architecture o Providing business processing logic for addressing data conversion o Identify and schedule appropriate personnel to attend training. c) Provide data dumps in the prescribed format within 30 days of contract signing d) Provide routine data dumps throughout the implementation process. e) If needed, provide a temporary workstation for data conversion personnel f) Ensure the legacy data is "conversion ready," meaning it is clean (duplicates, typos, missing information, etc. have been corrected) and The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 35 Project Execution g) Provide a data dictionary or equivalent documentation to facilitate mapping data elements between the legacy system and the CentralSquare database(s). h) Configure code values outside the scope of the data conversion process i) Take responsibility for costs assessed by the legacy system or any other third -party for performing the data conversion as described. j) Configure code value and complete code value data mapping prior to data conversion processing k) Use provided tools to translate (map) code values between your legacy system and your CentralSquare I) Manual adjustments by the customer may be required on converted data to make it eligible for state submissions, reports, or to align with new workflow processes. m) Back entry of data saved after the final data cut may need to be processes manually n) System downtime may be required to complete the data conversion process o) Perform data validation. Validate data converted is both complete and accurate. Report discrepancies during the implementation process p) Use provided tools to report data conversion issues q) Provide sign -off of the converted data in a non -production environment r) Provide sign -off of the converted data set into the production environment. 7.4 Implementation of System Interfaces 7.4.1 Inform Standard Interfaces' Requirement Gathering and Configuration The functionality and applicable configuration options for each of the CentralSquare Standard Interfaces are described in the Interface Requirements Documents (IRD). A CentralSquare Systems Engineer will review the IRDs for each of the applicable Standard Interfaces with the Client's subject matter experts and prepare a configuration worksheet (Interface Configuration Document — ICD) detailing the parameters that will be set to meet the desired functionality for the Interface. This process may be performed for different interfaces at different times. This process will be performed remotely via phone conference. The Client is responsible for engaging the third -party vendors whose systems are being interfaced with, so that an end to end flow of the data is discussed. CentralSquare Systems Engineer will configure and install the Standard interfaces on Client's system hardware. IRDs are not Client specific documents, and not subject to edits, changes, or approval. Client specific configurations for Standard Interfaces are documented in configuration worksheets (ICD) and must be approved prior to configuration of the interface. Installation and configuration of Standard Interfaces can only be performed by qualified members of CentralSquare System Engineering or Engineering teams, using proprietary tools. Any changes to the requirements of the Records Check Interface from the approved Configuration worksheet The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 36 Project Execution will be subject to additional cost and configuration time. Once each of the Standard Interfaces are installed and configured, they can be staged for FT. CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by the third -party vendors engaged in the implementation of the standard or custom interfaces, unless the work is defined under a subcontract with CentralSquare within the scope of this Purchase Agreement. Note 1: Standard Interfaces are developed and enhanced within the CentralSquare product version process for CentralSquare products (such as CAD Enterprise). Changes to standard Interfaces will require adherence to the development life cycle therein. Changes to standard Interfaces that are delivered within this life cycle will require the Client's system to be on a compatible version. Note 2: The Client's provision of Interface Requirements for Standard Interfaces is an early Project checkpoint. This information is needed to prepare the configuration sheets for Standard Interfaces. Incomplete, inaccurate or delayed information can have a cascading effect on the Project Schedule, and may result in a significant delay in completion of the project, since modification to Standard Interfaces are only released with a major version of CAD Enterprise. Note 3: Any changes to the configuration of Standard Interfaces made by the Client makes the Interface non -supportable, and all troubleshooting efforts resulted by such changes will be subject to additional cost. Note 4: The Client is responsible for any services or software needed from such Third -Party Systems to allow for interaction with the Third -Party System or for connecting to CentralSquare Interfaces Software in the absence of a Third -party API. CentralSquare is not responsible for any cost associated for the API, any required third -party lab or certification testing, cost associated with required programming or custom work by the third -party vendors, or any license fees that may be required by the third -party vendors. 7.4.2 Custom Interfaces' Requirement Gathering and Configuration A CentralSquare Systems Engineer will review requirements specified by the Purchase Agreement applicable to Custom Interfaces, and lead gathering detailed operational requirements within the scope of the Purchase Agreement. This process may be performed for different interfaces at different times. This process will be performed remotely via phone conference. Once sufficient information has been gathered to describe the operational functionality of the Interface, the Systems Engineer will create Operational Scenario Documents (OSD) detailing the operation of the Interface. Client's input in detailing all relevant information regarding the The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 37 Project Execution operations of these interfaces and interactions with the external systems are essential to timely and accurate development of the OSDs. The completed OSDs will be provided for Client's review. This document must be approved by both the Client and CentralSquare prior to development. The Client will be given a TCR that the document was provided, meets the requirements and has been reviewed with the Client. The Client must review the OSD within 10 days from delivery by CentralSquare, and provide comments and questions back to CentralSquare or provide approval if no changes or edits is necessary. The Client is responsible for obtaining the API for each of the third -party vendors that CentralSquare applications are interfacing with. The API must be for the version of the third -party software that CentralSquare will be interfacing with. The timelines for providing these documents to CentralSquare is concurrent with development of the OSD, so that any limitations associated with the level of integration with the third -party application can be taken into consideration. Delays in review and approval of the OSDs can impact timely development of the interfaces, and ultimately delay the Go Live of the system. All requirement changes for Custom Interfaces after approval of the OSD shall follow the Change Management process, and may be subject to additional cost and development time. Upon approval of the OSD the custom interfaces are developed by CentralSquare engineering team. Once developed, these interfaces will be installed on Client equipment and go through testing with the Client and applicable third -party vendors who own and administer the vendor side of the interface. The Client is also responsible for coordinating execution of a mutual Non -Disclosure Agreement (NDA) between the third -party vendors and CentralSquare before any technical information or documentation can be exchanged or testing can commence. CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by the third -party vendors engaged in the implementation of the standard or custom interfaces, unless the work is defined under a subcontract with CentralSquare within the scope of this Purchase Agreement. Note 1: The Client's provision of Interface requirements for each of the Custom Interfaces is an early Project checkpoint. This information is needed to develop the OSDs for Custom Interfaces. Incomplete, inaccurate, or delayed information can have a cascading effect on the Project Schedule, and may result in a significant delay in completion of the project. Note 2: The Client is responsible for providing Application Programming Interface (API) documentation for the Third -Party Systems. The API must document the integration process for the level of interface integration defined by CentralSquare's response to the RFP. The Client is responsible for any services or software needed from such Third -Party Systems to allow for integration with the third -party system. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 38 Project Execution Note 3: The scope of functionality for the custom interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system being interfaced. Note 4: High level descriptions of each of the custom interfaces in Appendix D Custom CentralSquare Interfaces, will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note 5: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third -party applications for the interfaces that the vendor is not a CentralSquare Subcontractor, based on the Purchase Agreement. Note 6: CentralSquare is not responsible for any cost associated for the API, any required third -party lab or certification testing, cost associated with required programming or custom work by the third -party vendors, or any license fees that may be required by the third -party vendors. 7.4.3 Interface Functional Testing (FT) All Standard and Custom Interfaces are subject to Functional Testing (FT). FT for Standard Interfaces is based on a standard set of CentralSquare FT documents for each interface, as they are applicable to Client's configurations. FT for Custom Interfaces are based on the functionality described in the approved OSD for the interface. This process will be based on an FT document developed by the Systems Engineer. The test source will be the provided IRDs; therefore, all Standard Interfaces will be tested against standard, predefined CentralSquare FT documents. These tests have a standard format and will be sent to the Client for review prior to conducting the FT. CentralSquare will repeat any failed FT test following the correction of any issues which has caused the test to fail. 7.4.3.1 CentralSquare Responsibilities a) Provide the IRD to the Client for review for each of the Standard Interfaces. b) Prepare and submit a TCR to the Client, documenting the delivery of the IRDs to the Client for Standard Interfaces. c) Review the IRD with the Client for each of the Standard Interfaces and gather and document the configuration options for the Interface. d) Install and Configure the Standard Interfaces based on the agreed upon configurations. e) Gather the operational requirements for each of the Custom Interfaces and develop and OSD. f) Provide the OSD to the Client for review and approval. (for custom interfaces only) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 39 Project Execution g) Prepare and submit a TCR to the Client, documenting Client's approval of the OSD for each of the Custom Interfaces. h) Develop the Custom Interfaces based on the approved OSD. i) Install and configure the Custom Interfaces. j) Prepare and submit TCRs upon installation of the Interfaces. k) Develop FT documents reflecting feature descriptions found within the provided and applicable OSDs. I) Provide the FT documents to the Client for review prior to conducting the FT for each interface. m) Provide a TCR to the Client to approve the receipt of the FT documents. n) Assist the Client in conducting Acceptance Testing in accordance with FT documents. o) Prepare and Submit a TCR, documenting completion of FT including any exceptions to FT. p) Resolve FT issues and re -run tests as required. 7.4.3.2 Client Responsibilities a) Participate in the review of the IRDs and provide the configuration information to CentralSquare in a timely manner. b) Provide the information that are necessary for development of the OSD for each Custom Interface. C) Obtain the API for each of the third -party applications that CentralSquare interfaces with and provide the document to CentralSquare. d) Review and approve the OSDs based on the required timelines. e) Engage the third -party vendors in the requirement gathering, development, testing and other interface development activities. f) Review and approve the FT documents. g) Participate in the FT. h) Assist CentralSquare in documenting FT findings and results. i) Review and approve the applicable TCRs. 7.4.4 Jail Enterprise Interfaces Any Jail Enterprise 6 interfaces that cannot be deployed as part of the Jail Enterprise 6 System Go Live due to Client or a third -party vendor not being ready for deployment shall not delay System Acceptance. Client shall not allow any party, other than CentralSquare, to add, update, or delete database records or file system objects directly to or on the server or database except as provided for in the Jail Enterprise 6 Documentation. Client shall not access any Jail Enterprise 6 Server Hardware except as provided in the Jail Enterprise 6 Documentation or cause any software except the Software provided under this Agreement to be installed on or executed on the Jail Enterprise 6 Server Hardware. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 40 Project Execution 7.5 System and Subsystem Go Live The "cut over" of each of the Jail Enterprise, Subsystems, and related Interfaces into the production environment is a highly orchestrated activity that will require a number of resources from both the Client and CentralSquare teams. 7.5.1 Jail Enterprise 6 Go Live Once end -user training has been completed and Jail Enterprise 6 is ready to be placed into production, CentralSquare will assist the Client in placing the system into operation. In preparation for Go Live, CentralSquare will clean the training data from the Jail Enterprise Pre -Production System. If the Client has not purchased legacy Jail Data Conversion as part of this Agreement, the Client will be responsible for entering currently confined inmates, their charges, and any other desired data into the application. CentralSquare will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. At Go Live, the CentralSquare and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved through CentralSquare Customer Services. A more detailed Go Live plan will be provided with adequate lead time. Go Lives are conducted on consecutive weekdays (Monday -Friday). Go Lives that require CentralSquare support that begins before or extends beyond weekdays will be subject to additional charge. The breakdown of onsite Go Live Services is as follows: Go Live Coverage for Jail Enterprise: 7.5.1.1 2 people for 3 days covering single a shift during normal business hours. staggered shift of 0700-1500 and 1000-1800, with potential exception of first day of Go LiveCentralSquare Responsibilities a) Prepare and submit a Go Live authorization letter to the Client. b) Identify the participants for the Go Live in accordance with the terms of the Purchase Agreement. c) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. d) Be onsite to assist the Client in placing the system into production status. e) Assist Client staff in using the system and assist the computer operations staff in supporting the system. f) Provide System monitoring following the actual System cut over as specified within the Purchase Agreement. g) Prepare and submit a TCR upon first Live operation of Jail Enterprise 6. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 41 Project Closure 7.5.1.2 Client Responsibilities a) Complete Jail Enterprise 6 roll out to support the Go Live date. b) Review and approve the Go Live authorization letter no later than 3 weeks prior to each scheduled Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with CentralSquare and in accordance with the project schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the CentralSquare staff. f) Provide dedicated workstations for CentralSquare support staff during Go Live support period. g) Provide Client IT support to cover all Client end user and CentralSquare staff hours of operation. h) Develop a process for the reporting and resolution of issues. i) Review and approve the applicable TCR. 7.5.2 Jail Enterprise 6 System Acceptance A complete and thorough pre -go live testing through FT and SIT will setup the Client for a successful go live. This testing has proven to increase user adoption and helps ensure an uneventful Go Live. This system is considered accepted at Go Live. 8 PROJECT CLOSURE When all pre and post go live project deliverables have been completed, Project Closure activities will take place. Support of the System and Subsystems are transitioned to CentralSquare's Customer Services Group. Any remaining Project related administrative tasks are completed by CentralSquare and Client. Project documentation is archived and primary Client interaction is officially handed over from the CentralSquare Project Manager to the CentralSquare Account Manager. 8.1 System Transition Following Go Live, there is a transition period where the Client moves from the implementation team to the support team. This transition will change the Client's primary point of contact from the Project Manager back to the Account Manager. Software support will be handled through the Customer Services Group. The Client's issues will be entered, tracked, and managed via a computerized and web -enabled issues tracking system. This tracking system will become available to the Client at system installation. 8.1.1.1 CentralSquare Responsibilities a) Provide payment reconciliation, final TCRs and final invoices. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 42 Project Closure b) Transition the CentralSquare point of contact from the Project Manager to the Account Manager and Client Support Services Department. c) Provide continued support based on terms of Purchase Agreement. 8.1.1.2 Client Responsibilities a) Provide approval of Project TCRs within five (5) business days. b) Provide payment reconciliation and payment of final invoices. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 43 9 APPENDIX A - CONTRACTED MODIFICATIONS TO STANDARD CENTRALSQUARE PRODUCTS Note: Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. There are no product modifications proposed for this project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 44 Appendix B - Standard CentralSquare Interfaces 10 APPENDIX B - STANDARD CENTRALSQUARE INTERFACES 10.1 Jail Enterprise 6 Standard Interfaces Note: The scope of functionality for these Standard interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the capabilities of the external system being interfaced. Note: The client is responsible for coordinating the development of the vendor side of all interfaces to the third -party applications for the interfaces that the vendor is not CentralSquare. Note: Jail Enterprise 6 Interfaces are only available in the Production environment. 10.1.1 Jail Enterprise 6 — Livescan/AFIS Interface (Export) (Identix) This is a one-way interface from Jail Enterprise 6 to the AFIS network. When an inmate is booked into Jail, a NIST file is sent to the AFIS Livescan device. Central Square creates the web service which sends the NIST file to AFIS. 10.1.2 Jail Enterprise 6 — N-DEx Adapter (IB IEPD) This is an adapter that produces XML that is conformant to the N-DEx Incarceration/Booking (IB) IEPD. Jail Enterprise 6 transmits data to the N-DEx web service via the existing N-DEx WSDL. Data transmission does not include all fields defined in the IEPD. 10.1.3 Jail Enterprise 6 — SSA EVS Interface (Export) This is a one-way interface from Jail Enterprise 6 to export a text file with specified inmate demographic information to a specified network location on a monthly or yearly basis. Client can then access the file created through the interface and send it to the SSA via a process completely external to the Inform Suite. 10.1.4 Jail Enterprise 6 — Commissary Interface (Export) - Keefe his is a one-way interface from CS Pro Jail to export inmate demographic data in XML, CSV, or JSON format. CentralSquare will deploy a RESTful web service containing the inmate demographic data for Vendr to access and consume. CentralSquare will also provide Vendor with credentials to access the RESTful web service. Data exposed in the RESTful web service will be set up by CentralSquare. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 45 Appendix D - Custom CentralSquare Interfaces 10.1.5 Jail Enterprise 6 — Inmate Phone Interface (Export) - securus This is a one-way interface from CS Pro Jail to export inmate demographic data in XML, CSV, or JSON format. CentralSquare will deploy a RESTful web service containing the inmate demographic data for Vendor to access and consume. CentralSquare will also provide Vendor with credentials to access the RESTful web service. Data exposed in the RESTful web service will be set up by CentralSquare. 10.1.6 Jail Enterprise 6 — Vine Interface (Export) This is a one-way interface from CS Pro Jail to Appriss. CentralSquare will create a read-only database connection for Appriss to access specific data views. Upon the completion of an inmate booking and when an inmate is released, inmate data will be made available through these views for consumption by Appriss. Appriss is responsible for querying these views for booking and release data, as well as daily active inmate population reports. CentralSquare will provide Appriss with database user information. 10.1.7 Jail Enterprise 6 — Medical Records Interface (Export) - CorEMR This is a one-way interface from CS Pro Jail to export inmate demographic data in XML, CSV, or JSON format. CentralSquare will deploy a RESTful web service containing the inmate demographic data for CorEMR to access and consume. Once exported from Jail, the data is imported into the CorEMR system via a process completely external to CS Enterprise Suite. 10.1.8 Jail Enterprise 6 — Time Synchronization Interface This is a one-way interface that uses NTP to keep all Jail Enterprise 6 Servers' clocks in sync. 11 APPENDIX D - CUSTOM CENTRALSQUARE INTERFACES Note: The Client is responsible for providing Application Programming Interface (API) documentation to these Third -Party Systems that document the integration process for the level of interface integration defined by CentralSquare's response to the RFP. The Client is responsible for any services or software needed from such Third -Party Systems to allow for interaction with the Third -party System API or for connecting to CentralSquare Interfaces Software in the absence of a Third -party API. Note: The scope of functionality for these custom interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system being interfaced. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 46 Appendix D - Custom CentralSquare Interfaces Note: High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third -party applications for the interfaces that the vendor is not a CentralSquare Subcontractor, based on the Purchase Agreement. 11.1 Custom Interfaces for Each Environment The following table lists the Standard Interfaces that are included in this Purchase Agreement. If not explicitly listed, the interface will not be installed and supported in the specific environment. 11.1.1 Jail Enterprise 6 — Medical Records Interface (Export) —Turnkey This is a one-way interface from CS Pro Jail to export inmate demographic data in XML, CSV, or JSON format. CentralSquare will deploy a RESTful web service containing the inmate demographic data for Armor to access and consume. Once exported from Jail, the data is imported into the Armor Turnkey system via a process completely external to CS Enterprise Suite. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 47 12 APPENDIX E - SUBCONTRACTOR(S) STATEMENT(S) OF WORK There are no subcontractors currently identified at this time. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 48 Appendix k Jail Enterprise 6 Software 13 APPENDIX K JAIL ENTERPRISE 6 SOFTWARE The software detailed in the following sections includes, but is not limited to, the listed functionality. Jail Enterprise 6 Suite Base • Operating system software • Database software • Master name index • Master address index • Master vehicle index • Secure intra-Customer messaging • Configurable dashboard • Web address links • No duplicate data entry • Authentication Financial (Core) Jail (Core) • Double -entry accounting • Automatic invoice creation • Configurable addition of fees based on Records workflow • Account reconciliation • Booking, Intake, and Release Wizard • Cell Occupancy Log • Activities • Basic Bank • Issued Property • Medicine • Jail Billing • Bond Payments • Sentence calculation and Good Time • Receipt generation • Statement printing • Bulk Invoice Payments • Full audit trail • Inmate Property • Victim Notification • Visitor logging • Jail Log • Shift Log • Court Events • Classification • Cell Recommendation • Inmate Classes and Transportation • Full audit trail Jail (Advanced) • Advanced Inmate Bank • Expenses • Expungement Log • Sentence Reductions • Inmate Checks • Inmate Work Shifts • Stay Scheduling (Weekenders) • Multiple Facilities • Jail workflow • Custom Forms The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 49 Appendix k Jail Enterprise 6 Software Personnel (Core) • Personnel Log • Full audit trail Reporting (Core) • Pre -defined reports • Custom reports • Ad -hoc reports • Drag and drop report building • Export to PDF, XLS, XML, TXT • Custom data filters • Statistical analysis • Scheduled reports • COMSTAT compatible • Emailed reports The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 50 Addendum B: Pricing Detail PROPRIETARY INFORMATION' CENTRALSQUARE SOFTWARE LICENSES AND DESIGNATED LOCATION CentralSquare Software License Fee(s) Jail Enterprise Softw are License Feels) Jail Enterprise - N-DEx Adapter (IB IEPD) Init Price $0.00 Qty 1 Total Price $0.00 Jail Enterprise- Commissary Interface (Export) -Keefe $11,160.00 1 $11,160.00 Jail Enterprise - Inmate Phone Interface (Export)-Securus $11,160.00 1 $11,160.00 Jail Enterprise - LiveScan/AFIS Interface (Export)-Idemia $18,320.00 1 $18,320.00 Jail Enterprise - Medical Records Interface (Export) - Turnkey $11,160.00 1 $11,160.00 Jail Enterprise - Time Synchronization Interface $0.00 1 $0.00 Jail Enterprise - VINE Interface (Export) $11,160.00 1 $11,160.00 Jail Enterprise Advanced (Agency Site License) —Two agency deployment - Main Jail and Justice Services $53,900.00 1 $53,900.00 Jail Enterprise Core $20,000.00 1 $20,000.00 Jail Enterprise Core (Agency Site License) $161,700.00 1 $161,700.00 Jail Enterprise Financial Core $0.00 1 $0.00 Jail Enterprise Financial Core (Agency Site License) $0.00 1 $0.00 Jail Enterprise Personnel Core $0.00 1 $0.00 Jail Enterprise Personnel Core (Agency Site License) $0.00 1 $0.00 Jail Enterprise Reporting Core $0.00 1 $0.00 Jail Enterprise Reporting Universal Interface Engine $0.00 1 $0.00 Jail Enterprise Software License Fee(s) Total: $298,560.00 DESIGNATED LOCATION Deliver To: Attn: Ryan Rose Weld County IT 1401 N 17`h Ave Greeley, CO 806323 I THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY ENTERPRISEATION OF CENTRALSQUARE SOFTWARE SYSTEMS. THE ENTERPRISEATION 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 CENTRALSQUARE SOFTWARE SYSTEMS. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 24 of 37 Jail Enterprise Purchase Agreement *Site Licensing: For clarification and not limitation of the definition of the term "Site License" in this Agreement, the parties agree as follows: (1) Based upon discussions with Client, CentralSquare will provide licensing for the following: • Jail Enterprise Core software • Jail Enterprise Financial Core software • Jail Enterprise Personnel Core software • Jail Enterprise Advanced software in quantities as noted in the pricing above to support Client operations for the Authorized Users, within Weld County's existing jurisdictional geographic boundary. (2) The Site License allows unlimited deployment of Jail Enterprise software licenses within Weld County's existing jurisdictional geographic boundary. (3) Site Licenses do not include any third -party licenses and support fees. *Current Authorized Users: Jail Enterprise Authorized Users are: Weld County Sheriff Office Weld County Justice Services *This list of Authorized Users is to be amended from time to time to allow agencies within Weld County's jurisdictional boundary to be added or removed as necessary. Additional license fees for the above listed site license will not be required. if any professional services fees are required to add on an agency, CentralSquare and Client will negotiate in good faith a contract amendment with appropriate pricing for such services. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 37 Jail Enterprise Purchase Agreement Addendum B: Pricing Detail (Con't) PROPRIETARY INFORMATION' CENTRALS QUARE SERVICES AND MISCELLANEOUS CentralSquare Implementation Service Fee(s) Inform Jail Implementation Service Feels) Jail Enterprise Configuration and Business Process Review (BPR)-- Two agency configuration - Main Jail and Justice Services Unit Price $8,745.00 Qt) 1 Total Price $8,745.00 Jail Enterprise Functional Testing $4,200.00 1 $4,200.00 Jail Enterprise Go Live Support $6,360.00 1 $6,360.00 Jail Enterprise Project Manager $40,326.00 1 $40,326.00 Jail Enterprise Training $4,770.00 I $4,770.00 Jail Enterprise Data Conversion. Conversion of Spillman and Tiburon data sources (2). $18,000.00 2 $36,000.00 Inform Jail Implementation Service Fee(s) Total: Project Related Fee(s) Product Name Estimated Travel Expenses (To be billed as incurred) Server Configuration Unit l'rice $25,083.00 Qt. 1 Project Related Fee(s) Total: $100,401.00 Total Price $25,083.00 $25,083.00 Product Name Jail Enterprise Production Virtual Server (DBMS, Installation & Testing) Unit Price $33,580.00 Qtc 1 Total Price $33,580.00 Jail Enterprise Training/Testing Virtual Server (DBMS, Installation & Testing) $25,638.00 1 $25,638.00 Jail Enterprise Warm Standby Server (Virtual Server, OS, DBMS, Installation & Testing) $30,462.00 1 $30,462.00 Server Configuration Total: $89,680.00 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY ENTERPRISEATION OF CENTRALSQUARE SOFTWARE SYSTEMS. THE ENTERPRISEATION 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 CENTRALSQUARE SOFTWARE SYSTEMS. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 26 of 37 Jail Enterprise Purchase Agreement Annual Maintenance Fee(s) (Year 1)* Product Name Jail Enterprise - Commissary Interface (Export) -Keefe Support Level 24 x7 Total Price $2,455.20 Jail Enterprise - Inmate Phone Interface (Export)-Securus 24 x7 $2,455.20 Jail Enterprise - LiveScan/AFIS Interface (Export)-Idemia 24 x7 $4,030.40 Jail Enterprise - Medical Records Interface (Export) - TurnKey 24 x 7 $2,455.20 Jail Enterprise - VINE Interface (Export) 24 x7 $2,455.20 Jail Enterprise Advanced (Agency Site License) 24 x 7 $11,858.00 Jail Enterprise Core 24 x7 $4,400.00 Jail Enterprise Core (Agency Site License) 24 x7 $35,574.00 Jail Enterprise Production Virtual Server (DBMS, Installation & Testing) 24 x7 $7,387.60 Jail Enterprise Training/Testing Virtual Server (DBMS, Installation & Testing) 24 x7 $5,640.36 Jail Enterprise Warm Standby Server (Virtual Server, OS, DBMS, Installation & Testing) 24 x7 $6,701.64 Annual Maintenance Fee(s) (Year 1) Total*: $85,412.80 *Commencing one year after Go Live, the "Anniversary Date", the Annual Software Maintenance Fee will be due. Thereafter, the Annual Software Maintenance Fee shall increase by 4% from the prior year. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 27 of 37 Jail Enterprise Purchase Agreement Addendum C: Payment Schedule and Project Cost Summary PROPRIETARY INFORMATION' PAYMENT TERMS 25% Due at Contract Execution 25% Due at installation of Jail Software 25% Due at completion of Pre -Go Live End User Training 25% Due at Go Live The following are due upon receipt of invoice. Estimated Travel Billed as incurred 88,160.25 88,160.25 88,160.25 88,160.25 25,083.00 Project Total $ 377,724.00 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY ENTERPRISEATION OF CENTRALSQUARE SOFTWARE SYSTEMS. THE ENTERPRISEATION 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 TILE WRITTEN CONSENT OF AN OFFICER OF CENTRALSQUARE SOFTWARE SYSTEMS. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 28 of 37 Jail Enterprise Purchase Agreement Addendum C: Payment Schedule and Project Cost Summary (con't) PROPRIETARY INFORMATION1 CONTRACT PRICE SUMMARY' Jail Software Fees Jail Implementation Service Fee(s) Server Configuration Travel Costs Total Implementation Costs Project Costs CentralSquare Discount** Total Project Costs $ 298,560.00 $ 100,401.00 $ 89,680.00 $ 25,083.00 $ 513, 724.00 $ 513,724.00 $ (136, 000.00) $ 377,724.00 ** The proposed discounts require contract execution for the proposed solution by December 31, 2020 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY ENTERPRISEATION OF CENTRALSQUARE SOFTWARE SYSTEMS. THE ENTERPRISEATION 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 CENTRALSQUARE SOFTWARE SYSTEMS. 1 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. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 29 of 37 Jail Enterprise Purchase Agreement Addendum D: Maintenance Agreement Support and Maintenance for Jail Enterprise will be provided in accordance with CentralSquare's support and maintenance terms provided below: 1.0 Term The initial term of annual Maintenance under this Addendum begins on the date of the first Anniversary Date and ends twelve (12) months thereafter. The fee for the initial term is included in the Subscription Fee in the pricing set forth in Addendum B: Pricing Detail. Maintenance is renewable on an annual basis upon payment of the applicable Subscription Fee. CentralSquare will invoice Client prior to the end of each annual Subscription Fee term. 2.0 Software Updates While this Agreement has not expired, CentralSquare will maintain the Software by providing software updates and enhancements to Client. All software updates provided to Client by CentralSquare pursuant to the terms of this Agreement shall be subject to the terms and conditions of this Agreement. At a time mutually acceptable to both parties, CentralSquare will install software updates remotely. 2.1 Included Updates Updates will be provided on an as -available basis and include the items listed below: 1. Bug fixes; 2. Enhancements to products accessed by Client under this Agreement; 2.2 Not -Included Updates 1. Platform extensions including product extensions to different hardware platforms, different windowing system platforms, or different operating system platforms; 2. New functions such as new modules, components, products, or applications. CentralSquare shall assist Client in any configuration that is required to accommodate government -mandated changes dictated by state and federal agencies having authority over these programs. Any software modification may be subject to additional fees, to be agreed upon by CentralSquare and Client. CentralSquare shall reinstall any CentralSquare software if a failure occurs which is not related to the OS or any Third -Party Software. Jail Enterprise includes re -hosting at no cost to Client, not to exceed once per five (5) years. 3.0 General Support CentralSquare shall provide phone and email support for the Software accessed under this agreement and shall maintain a support center database to track any reported issues. No support will be provided for Software more than two versions back from the most recently released version. Support does not include custom programming services or training. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 30 of 37 Jail Enterprise Purchase Agreement 4.0 Telephone Support & Support Portal 4.1 Hours. CentralSquare shall provide to Client, Monday through Friday, 6:30 A.M. to 6:30 P.M. (Mountain Time) ("Support Hours" or "Normal Customer Service Hours") toll -free phone number (800-987- 0911), excluding holidays. CentralSquare shall provide to Client, during the Support Hours, commercially reasonable efforts in solving errors reported by the Client as well as making available an online support portal. Client shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. CentralSquare will provide onsite assistance if the Client and CentralSquare determine that it is necessary for CentralSquare personnel to travel to Client's site to reproduce the error. If it is determined that reported problem was caused by the CentralSquare Software, CentralSquare will be responsible for its travel and related expenses for the onsite visit. If during these on -site services a reported error did not, in fact, exist or was not attributable to a defect in the Software or an act or omission of CentralSquare, then Client shall reimburse any travel expenses and professional services incurred. Client must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including remote access to the Specified Configuration. 4.2 Urgent and Critical Priority Telephone Assistance after Normal Customer Service Hours. After Normal CentralSquare Customer Service Hours, emergency support for Subscription applications will be answered by our emergency paging service for Urgent and Critical Priority incidents, via the toll -free phone number (800-987-0911). When connected to the service, the Client shall provide his or her name, organization name, call-back number where the Customer Service Representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be an Urgent or Critical Priority Problem). 5.0 Website Support Online support is available 24 hours per day, offering Client the ability to resolve its own problems with access to CentralSquare's most current information. Client will need to enter its designated username and password to gain access to the technical support areas on CentralSquare's website. CentralSquare'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). 6.0 Exclusions from Technical Support Services CentralSquare shall have no support obligations with respect to any third -party hardware or software product ("Nonqualified Product"). If Client requests support services for a problem that CentralSquare reasonably believes was caused or exacerbated by a Nonqualified Product, CentralSquare shall provide notice thereof to Client along with a quoted price for the support services; Client must approve the incurrence of such charges in writing prior to CentralSquare rendering the services. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. 7.0 Server and Other Hardware Maintenance Client will maintain the Server Hardware and other Hardware necessary to host the Software and perform County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 31 of 37 Jail Enterprise Purchase Agreement CentralSquare's obligations under this Agreement. 8.0 Client Responsibilities 8.1 CentralSquare Server Access. Client will ensure that all CentralSquare Suite servers are directly network accessible to CentralSquare at all times via SSH. There shall be no additional authorization or equipment required except as requested by CentralSquare. 8.2 System Administrator. Client is responsible for naming one or more System Administrators to serve as a primary point of contact between Client and CentralSquare. At least one System Administrator must be available at all times. Client will ensure that the System Administrators possesses the appropriate technology and public safety knowledge and skills to perform this role sufficiently. 8.3 Security. Client is responsible for providing all physical security. The customer is responsible for securing their network. 8.4 System Updates. Client shall work in good faith to allow CentralSquare to install System updates as requested by CentralSquare. 8.5 Resolution Assistance. Client may be asked to perform problem determination activities as suggested by CentralSquare. Problem determination activities may include capturing error messages, documenting steps taken and collecting configuration information. Client may also be requested to perform resolution activities including, for example, modification of processes. Client agrees to cooperate with such requests, if reasonable 9.0 Server Performance & Capacity. 9.1 CentralSquare shall provide sufficient server capacity for the duration of this Agreement to meet the reasonable performance requirements for the number of concurrent system users provided for in this Agreement. If the Client requests, at some later date, to add additional Software, increase user licenses, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply. 9.2 "hi -network" is defined as any point between which the data packet enters the CentralSquare environment and subsequently departs the CentralSquare environment. Any point of communications outside of the CentralSquare protected network environment shall be deemed as "out -of -network." CentralSquare is not responsible for Internet connectivity and/or performance out -of -network. 10.0 System Maintenance. Software maintenance and upgrades. CentralSquare will provide all hosted systems and network maintenance as deemed appropriate and necessary by CentralSquare. Maintenance and upgrades will be scheduled in advance with the Client's primary contact if they fall outside of the designated hours set aside for this function of Sundays from 12:00AM to 12:00 PM. The upgrades are installed at mutually agreed times. Typical Jail Enterprise downtime is 4-8 hours depending on data size and start/end version changes. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 32 of 37 Jail Enterprise Purchase Agreement Web patches can take 20-30 minutes to install. CentralSquare recommends reserving a weekly or monthly maintenance window between 0000-0500 (i.e. Midnight to 5:00AM) for patching and other maintenance activity. CentralSquare may only take a small portion of this time, but this is reserved for the full amount of time in the event the entire window of time is needed. Emergency maintenance. Emergency situations will be handled on a case -by -case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. CentralSquare will attempt to notify the Client promptly using the Weld County notification tree, however if no contact can be made after multiple attempts within 20 minutes, CentralSquare management may deem it necessary to move forward with the emergency maintenance. If an emergency maintenance was completed, CentralSquare will notify Weld County Sheriffs office and the Weld County IT via email. 11.0 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 A. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines: This matrix defines the support issues and response times for the Client's Jail application. Priority Issue Definition Response Time Priority 1— Urgent 24x7 Support for live operations on the production Normal Customer Service Hours: Telephone system: A system down event which severely calls to 800-987-0911 will be immediately impacts the ability of Users to dispatch emergency answered and managed by the first available units or severely impacts the ability of users to book or release inmates. This is defined as the representative but not longer than 5 minutes. following: After Normal Customer Service Hours: Thirty (30) minute call back after Client • Jail Enterprise or Interfaces are down. telephone contact to 800-987-0911. If no • Critical servers inoperative call back within this time period, Client may • Loss of ability for all users to log on request escalated service via Central to system • Loss of transactional data & transactional data corruption Square leadership escalation (manager, supervisor, etc.) Priority 1 issues must be called in via 800 - This means one or more critical server 987-0911 in order to receive this level of components are nonfunctional disabling Jail response. Enterprise workstations. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 33 of 37 Jail Enterprise Purchase Agreement Priority 2 — Critical 24x7 Support for live operations on the production system: A serious Software Error with no workaround not meeting the criteria of an Urgent Priority, but which severely impacts the ability of Users from entering or severely impacts the ability of users to book or release inmates. Such errors will be consistent and reproducible. A significant number of the Jail Enterprise workstations are negatively impacted by this error (e.g., does not apply to a minimal set of CentralSquare Jail Enterprise workstations). 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: One (1) hour call back after Client telephone contact to 800-987-0911. If no call back within this time period, Client may request escalated service via Central Square leadership escalation (manager, supervisor, etc.) Priority 2 issues must be called in via 800- 987-0911 in order to receive this level of response Priority 3 — Non - Critical Normal Customer Service Hours Support: A Software Error not meeting the criteria of an Urgent or Critical Priority, has a workaround available, perform a common inmate booking function. Such errors will be consistent and reproducible. A significant number of Jail Enterprise workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations or users). 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. Non -Critical Priority issues may also be reported via Https://support.centralsquare.com/s/contrac -us Non -Critical Priority issues are not managed after Normal Customer Service Hours. Priority 4 — Minor Normal Customer Service Hours Support: A Software Error related to a user function which does not negatively impact the User from perform a common inmate booking function. 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. Minor Priority issues may also be reported via Https://support.centralsquare.com/s/contrac -us Minor Priority issues are not managed after Normal Customer Service Hours. 12.0 Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations under this Agreement if the failure is caused by adverse impact due to: County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 34 of 37 Jail Enterprise Purchase Agreement 12.1 defectiveness of the Client's environment, Client's systems, or due to Client corrupt, incomplete, or inaccurate data reported to the Software, or documented Defect. 12.2 denial of reasonable access to Client's system or premises preventing CentralSquare from addressing the issue. 12.3 material changes made to the usage of the Software by Client where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Client or its subcontractors, of communications links necessary to the proper performance of the Software. 12.4 a force majeure event, or the negligence, intentional acts, or omissions of Client or its agents. 13.0 Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines: Priority Resolution Process Resolution Time Priority 1— Urgent CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Client to resume live operations on the production system. CentralSquare 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. CentralSquare will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Priority 2 —Critical CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Client to resume normal operations on the production system. CentralSquare 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. CentralSquare will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Priority 3 — Non - Critical CentralSquare will provide a procedural or configuration workaround that allows the Client to resolve the problem. CentralSquare 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 CentralSquare's User base. Priority 4 — Minor If CentralSquare determines that a reported Minor Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable. CentralSquare 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. CentralSquare shall not be held responsible for missing any of the above stated response or resolution times related to the limited access granted to CentralSquare via Client's gated access requirements. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 35 of 37 Jail Enterprise Purchase Agreement Addendum E: Business Associate Agreement In the event that CentralSquare Software Systems (referred to herein as "CentralSquare") is deemed to be a "Business Associate" of Client, and Client is a "Covered Entity," as those terms are defined in 45 C.F.R. § 160.103, CentralSquare, effective on or after April 14, 2003, or such other implementation date established by law, will carry out its obligations under this Add -On 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 CentralSquare 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 peinutted under separate CentralSquare Support Agreement; (ii) as required for the proper management and administration of CentralSquare in its capacity as a HIPAA Business Associate of Client, in the event CentralSquare is deemed to be a Business Associate of Client 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 CentralSquare Agreement; • Report to Client any use or disclosure of PHI not provided for by the CentralSquare Service Agreement of which CentralSquare becomes aware; • Ensure that any agents or subcontractors to whom CentralSquare provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to CentralSquare with respect to such PHI; • Make PHI available to the individual who has a right of access as required under HIPAA in the event CentralSquare 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 Client in the event that CentralSquare maintains any PHI in a designated record set as defined by 45 C.F.R. § 164.501; • Make available to Client the information required to provide an accounting of the disclosures of PHI, if any, made by CentralSquare on Client'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 Client's PHI available to the Secretary of the Department of Health and Human Services for purposes of determining Client's compliance with HIPAA and the Privacy Regulations; • At the termination of the CentralSquare Agreement, return or destroy all PHI received from, or created or received by CentralSquare on behalf of Client. In the event the return or destruction of such PHI is infeasible, CentralSquare' obligations as defined in this Business Associate Assurance shall continue in force and effect so long as CentralSquare possesses any PHI, notwithstanding the termination of the Agreement for any reason. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 36 of 37 Jail Enterprise Purchase Agreement Notwithstanding any provisions of the CentralSquare Agreement to the contrary, Client may terminate the Agreement if Client determines that CentralSquare 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 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 Client 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 CentralSquare Except as otherwise limited by the Agreement, CentralSquare may use or disclose PHI as necessary to perform any and all functions, activities, or services for, or on behalf of Client 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, CentralSquare may use PHI for the proper management and administration of CentralSquare or to carry out the legal responsibilities of CentralSquare. CentralSquare 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 CentralSquare has been otherwise engaged by Client to perform these services. County of Weld, CO Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 37 of 37 Jail Enterprise Purchase Agreement CENTRALSQUARE TECHNOLOGIES CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com SYSTEM PURCHASE AGREEMENT FOR COUNTY OF WELD, COLORADO ON BEHALF OF WELD COUNTY GOVERNMENT System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 47 ,2_002!)- 2(0(06) SYSTEM PURCHASE AGREEMENT TABLE OF CONTENTS TABLE OF CONTENTS 2 1.0 INTRODUCTION 4 2.0 ADDENDA 4 3.0 DEFINITIONS 5 4.0 PRICES AND PAYMENT 9 5.0 SOFTWARE LICENSES 9 6.0 DELIVERY, INSTALLATION, SERVICES, TITLE TO EQUIPMENT, AND RISK OF LOSS 11 7.0 SITE PREPARATION 13 8.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 13 9.0 LIMITED WARRANTIES 15 10.0 MAINTENANCE AND SOFTWARE SUPPORT 16 11.0 (INTENTIONALLY OMITTED) 17 12.0 DEFAULT AND TERMINATION 17 13.0 LIABILITY 18 14.0 INSURANCE 19 15.0 COPYRIGHT & TRADE SECRET INFRINGEMENT 19 16.0 DISPUTE RESOLUTION 21 17.0 SALES, USE AND PROPERTY TAX 22 18.0 SEVERABILITY 22 19.0 FORCE MAJEURE/EXCUSABLE DELAY 22 20.0 CONSTRUCTION AND HEADINGS 22 21.0 WAIVER 22 22.0 ENTIRE AGREEMENT 23 23.0 APPLICABLE LAW 23 24.0 ASSIGNMENT 23 25.0 NOTICES 23 26.0 ORDER OF PRECEDENCE 23 27.0 GENERAL TERMS 24 ADDENDUM A 1 ADDENDUM A-1 2 ADDENDUM A-2 3 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 47 ADDENDUM A-3 9 ADDENDUM A-4 14 ADDENDUM A-5 15 ADDENDUM A-6 16 ADDENDUM A-7 17 ADDENDUM A-8 18 ADDENDUM A-9 19 ADDENDUM B 20 ADDENDUM C 21 ADDENDUM D 22 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 47 SYSTEM PURCHASE AGREEMENT Client: Address: City, State, Zip: Phone: Contact Name: County of Weld, Colorado 1401 North 17th Avenue Greeley, CO 80632 970-400-4357 Ryan Rose, CIO 1.0 INTRODUCTION 1.1 This Agreement, is made by and between CentralSquare Technologies, LLC with offices at 1000 Business Center Drive, Lake Mary, FL 32746 ("CentralSquare"), and the entity named above, referred to as "Client" (Client and CentralSquare collectively are "Parties" herein, individually a "Party"), with reference to the following facts: 1.2 This Agreement is for the purchase of an integrated Computer Software System (the "System") consisting of a Computer -Aided Dispatch System (CAD Enterprise); Mobile data system (Mobile Enterprise); Records Management System (Records Enterprise); Public Safety Analytics Enterprise; Fire Records Enterprise 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 CentralSquare 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 CentralSquare Software Licenses, and Designated Location (c) Addendum A-3 CentralSquare Services, Support and Maintenance Fees, and Miscellaneous (d) Addendum A-4 Equipment System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 47 (e) Addendum A-5 System Software (f) Addendum A-6 (g) Addendum A-7 (h) Addendum A-8 (i) Addendum A-9 (k) Addendum B (1) Addendum C (n) Addendum D 3.0 DEFINITIONS Subcontractor Software, Hardware and Services, if applicable Payment Terms Contract Price Summary System Planning Document Subcontractor Warranty, Support and Maintenance Agreements (if applicable) Subcontractor License Agreements (if applicable) Subscription Service License & Use Agreement 3.1 "Archive Server" or "Reporting Server" means a Server or other storage unit on which Client's data resides for archival purposes. 3.2 "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. 3.3 "Deliverable" means an item of equipment, software, services or other items licensed or acquired by Client under this Agreement as listed in the addenda hereto. 3.4 "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. 3.5 "Designated Location(s)" means the physical site(s) at which a Subsystem is installed as specified in Addendum A-2. 3.6 "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 System. 3.7 "Documentation" means the then -current standard user manuals or other related System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 47 instructional and/or reference materials, provided by CentralSquare or other Software Vendors from time to time, including on-line help information, online documentation updates, and Release Notes issued in connection with Updates. 3.8 "Equipment" means the computer system equipment specified in Addendum A-4 of this Agreement. CentralSquare 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). 3.9 "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. 3.10 "Help Desk" means the CentralSquare telephonic support services provided as described in the applicable Software Support Agreement. 3.11 "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). 3.12 "Interface," collectively or individually, means the interface software described in Addendum A-2. 3.13 "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. 3.14 "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. The CentralSquare Software is not custom software, and as such, at CentralSquare's discretion Modifications or enhancements to the standard version will be made available in a subsequent version release available to all CentralSquare clients; or as applicable, made available as a separate module or function, separately licensed and priced. 3.15 "Object Code" means any instruction or set of instructions of a computer program in machine-readable form. 3.16 "Production System" means the primary computer system for live operations of the CentralSquare Software. 3.17 "Project Schedule" means the schedule set forth in or developed pursuant to the Statement of Work, subject to any permitted changes or modifications. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 47 3.18 "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. 3.19 "Software" means collectively or individually the computer programs licensed under this Agreement, including, without limitation, the programs for each Subsystem. 3.20 "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 CentralSquare (or another Software Vendor) is unable to reproduce the Software Error at its facilities, CentralSquare may, if requested by Client, 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 CentralSquare, Client shall reimburse CentralSquare for its labor costs for such on site visit, at CentralSquare's then -current rates for consulting. 3.21 "Software Support" means services provided by CentralSquare (and/or other Software Vendors) for the Software, either under warranty or under the Software Support Agreement or other agreement with the Vendor, as more fully described in the applicable agreement(s). 3.22 "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. 3.23 "Source Code" means the high-level computer instructions for Software used to generate Object Code. 3.24 "Specifications" means (i) the functional requirements with respect to each Subsystem; (ii) the Interface Requirements Document ("IRD", Interface Functional Configuration Document ("IFCD") and applicable acceptance test document for each Interface, or Operational Scenario Document(s) ("OSD") for each Custom Interface, or if applicable, Modification; and (iii) the specifications for the Equipment as provided or adopted by CentralSquare. The IRD, IFCD and OSD will be in the form provided by CentralSquare. 3.25 "Statement of Work" means Addendum A -1, the document that defines the implementation process for the Project, including specific tasks that are the responsibility of CentralSquare and the Client. 3.26 "Subcontractor" means any entity identified in the Statement of Work as subcontractors to CentralSquare, if applicable. 3.27 "Subcontractor Hardware" means the hardware supplied by a Subcontractor as part of its Subsystem, and identified in Addendum A-6, if applicable. 3.28 "Subcontractor Software" means software supplied by a Subcontractor as part of its Subsystem and listed in Addendum A-6, if applicable. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 47 3.29 "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 Enterprise core applications, e.g. CAD Enterprise, Mobile Enterprise, Records Enterprise, Fire Records Enterprise are Subsystems under this Agreement.) 3.30 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. 3.31 "System" means collectively all Subsystems that make up the integrated Computer System referred to in Section 1.2 of this Agreement and more fully described in the Statement of Work. 3.32 "System Software" means the Software identified in Addendum A-5 which includes, without limitation, operating system software, DBMS Software, and communications software. 3.33 "Task Completion Report" or "TCR" means the document presented by CentralSquare's Project Manager to the Client upon completion of a Deliverable. 3.34 "Telephone Support" means the service provided by CentralSquare for access to the CentralSquare Customer Service Department by telephone as further defined in a Software Support Agreement. 3.35 "CentralSquare Business Hours" means CentralSquare's corporate business hours of 8:30 a.m. to 5:30 p.m. (Pacific Time), Monday through Friday, excluding CentralSquare holidays. 3.36 "CentralSquare Software" means the Object Code version of the software specified in Addendum A-2 of this Agreement, and any Modifications provided hereunder. 3.37 "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. 3.38 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 3.39 "User" means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software. 3.40 "Vendor" means any supplier of hardware, Software or services under this Agreement, including CentralSquare, System Software suppliers and Equipment suppliers. With respect to Software, this term will also mean the owner of the intellectual property rights, including System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 47 copyright, to the software. 3.41 "Workstation" means any computer input station that utilizes the functionality of a Subsystem, whether applicable 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 CentralSquare which shall be due no later than 30 days after receipt unless otherwise stated in the invoice. 4.1.1 For each payment milestone identified in Addendum A-7, CentralSquare's Project Manager will provide the Client with a TCR. CentralSquare may invoice the payment milestone upon Client's signature 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 CentralSquare 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 their due date until paid. The remittance address for payments only is: CentralSquare Technologies 12709 Collection Center Drive Chicago, IL 60693 4.2.1 In the event that Client is in arrears on payments due to CentralSquare of more than sixty (60) days from the due date, CentralSquare in its sole discretion may elect to stop work on the Project or any services (including Software Support) until Client becomes current on all payments due. In such event the Project Schedule will be adjusted accordingly, and CentralSquare shall not be considered to be in default for delays caused by such adjustment or Client's non-payment. 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 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 47 is granted the following licenses to the Software: 5.1.1 The CentralSquare Software: A perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to Use the CentralSquare Software and the Documentation for said Software for Client's own internal use for the applications described in the Statement of Work, at the Designated Location, 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 CentralSquare 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 8.0 herein. Additional CentralSquare 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 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 vehicle dispatching to third parties. Notwithstanding, Client shall be entitled to Use Subsystem Software at the applicable Designated Location 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 Location, provided that the Subsystem Software is installed and operated at only one physical location. 5.1.1.1 Each copy of the CentralSquare 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. 5.1.1.2 Notwithstanding anything to the contrary in this Section, if Client has purchased the Enterprise CAD API license, Client may use such Software to develop original applications which interface with the CentralSquare Software. The development and use of such interfacing applications is specifically permitted under the licenses herein and shall not be deemed derivative works provided that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the licenses granted herein, Client shall not acquire any right, title or interest in the CentralSquare Software by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Likewise, CentralSquare shall not acquire any right, title or interest in such Client developed non -derived applications, whether as owner, joint owner or otherwise. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 47 5.1.2 Subscription Services: If applicable, the terms and conditions for use of the CentralSquare Subscription Services are set forth in the 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. 5.1.3 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 CentralSquare Software and not subject to separate licensing provisions shall be licensed in accordance with the provisions of this Section 5.0. 5.2 Title to all CentralSquare Software or Documentation shall remain with CentralSquare. 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. 5.4 Client may not export any Software or Documentation outside the United States without further prior written agreement of CentralSquare 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 subparagraph (c) 1)(ii) of the DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of 48 CFR 52.227-19, as applicable. 5.5 These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable license agreements. 5.6 Client may surrender any Software licenses provided in connection with this Agreement at any time by performing the actions described in Section 12.3 of this Agreement, or the applicable license agreement. Such surrender shall not affect CentralSquare'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 CentralSquare will Deliver the items purchased and/or licensed hereunder and perform the services pursuant to the Statement of Work, subject to the provisions of Section 19.0 of this Agreement, and further subject to delays caused by the actions or omissions of Client or its agents, including, but not limited to, delays in approval of the Specifications, training and/or system configuration. Unless specifically identified as a CentralSquare 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. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 11 of 47 6.2 As further defined in the Statement of Work, CentralSquare will appoint a Project Manager who will act as the primary point of contact for CentralSquare'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 CentralSquare personnel and at CentralSquare's then -current rates, plus expenses. Prior to performing any of the aforementioned additional services, CentralSquare will provide a written quotation detailing the price (or time and materials estimate) for such services. CentralSquare 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 (iii) pass through to Client warranties received from the Vendors thereof. 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 CentralSquare and the Client for the relevant tasks associated with the Project. 6.4 The Project Schedule will define the timeframe for completion of the Project with a Go -Live date of January 31, 2022 and shall not exceed a Go -Live date of March 29, 2022. If CentralSquare fails to Achieve Go Live by March 29, 2022, CentralSquare shall pay to the County liquidated damages in the form of $100 per day until Go -Live is achieved. The Parties agree that liquidated damages shall only apply if the delay is solely attributable to CentralSquare. If the delay is not caused by CentralSquare, the Go -Live date will be adjusted on a day for day adjustment until the cause of delay is resolved. The liquidated damages stated herein are the County's sole and exclusive remedy for such delay. 6.5 Title to all Equipment purchased under this Agreement shall not transfer to Client until payment for such Equipment has been remitted to CentralSquare. 6.6 Risk of loss of any Deliverable shall be borne by CentralSquare until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client. 6.7 Unless provided as a fixed fee, freight costs, or travel costs incurred and invoiced by CentralSquare 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 CentralSquare's standard travel policy, except that the Client cannot reimburse for a per diem rate as it is against Weld County Code, and therefore, CentralSquare must provide itemized receipts for food reimbursement. 6.8 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, CentralSquare 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 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 47 make all such items available to CentralSquare at Client's premises or such other location as is mutually agreed by the Parties. 6.11.2 Render said Software unusable. 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 CentralSquare in writing. 8.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 8.1 CentralSquare agrees to maintain Client's confidential business information and confidential data, including patient identifying data, to which CentralSquare 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, except for county data, 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 CentralSquare or any violation of confidentiality; (b) is disclosed to CentralSquare by third parties without breach of confidentiality obligations; (c) is already in the lawful or rightful possession of CentralSquare prior to receipt of the confidential information or (d) is developed independently by CentralSquare without use of the confidential information. 8.1.1 CentralSquare maintains a security program for security 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. CentralSquare will work with the Client to provide reasonably required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 8.1.1.1 CentralSquare shall maintain good standing in the Colorado CJIS vendor management program ensuring CentralSquare will provide the needed CJIS requirements to CBI. If required by the Client, CentralSquare will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the CentralSquare 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 CentralSquare for the cost of CentralSquare Security Approved Personnel traveling to the Client's System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 47 site or for a vendor (such as Live Scan) to travel to the applicable CentralSquare office location. This provision will apply during the installation of the Project and for the duration of the Client's Software Support Agreement. 8.2 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 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 CentralSquare 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. 8.2.1 The material presented in CentralSquare'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 CentralSquare staff for the Client's own internal use only; provided, however, that the CentralSquare training staff have consented in writing to such videotaping. The Client is responsible for managing secure access to and copying or distribution of any CentralSquare provided training materials or Client -made videotapes of CentralSquare training sessions. 8.3 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. 8.4 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. 8.5 Client shall Enterprise CentralSquare promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of VPI. 8.6 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 CentralSquare 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 CentralSquare 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. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 47 8.7 The obligations specified under this Section 8.0 shall survive any termination or rescission of this Agreement. 9.0 LIMITED WARRANTIES 9.1 The CentralSquare Software provided under this Agreement is provided "as is", without warranty of any kind. As an existing Client, support for the CentralSquare Software will begin upon the date of Go Live as further defined in the Software Support Agreement. 9.2 If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to CentralSquare. 9.3 Problems in the CentralSquare 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 CentralSquare, 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. 9.4 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and any local state, federal or other applicable systems. 9.5 Any warranties for the CentralSquare Subscription Services, if applicable, are only as set forth in the CentralSquare Subscription Service Use & License Agreement provided as Addendum D. 9.6 Equipment, System Software, and any other items or services provided under this Agreement and not manufactured by CentralSquare (collectively "Third -party Items") are warranted by the manufacturers or Vendors thereof, not by CentralSquare. CentralSquare shall pass through to Client all warranties on Third -party Items which CentralSquare 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 CentralSquare using the procedures described in the Software Support Agreement. 9.7 EXCEPT AS SPECIFICALLY STATED IN THIS SECTION 9.0, CENTRALSQUARE 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. CENTRALSQUARE RESELLS AND PASSES THROUGH THIRD -PARTY PRODUCTS ON AN "AS IS, WHEN AVAILABLE" BASIS. CENTRALSQUARE DOES NOT REPRESENT OR WARRANT THAT ANY CENTRALSQUARE PRODUCT OR THIRD -PARTY ITEMS, INCLUDING HARDWARE, SOFTWARE OR SERVICES, WILL BE FREE FROM ERRORS, DEFECTS OR INFRINGEMENT. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 47 10.0 MAINTENANCE AND SOFTWARE SUPPORT 10.1 The CentralSquare 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 CentralSquare coincident with this Agreement. 10.2 CentralSquare Subscription Services. Support terms for the CentralSquare subscription services, if applicable, are set forth in the CentralSquare Subscription Service Use & License Agreement provided at Addendum D and shall govern in the event of a conflict between Addendum D and the Software Support Agreement. 10.3 System Software. Client is responsible for maintaining licensing, including updates for System Software. 10.4 Subcontractor Hardware and Software. If any problem is due to a third -party or Vendor other than CentralSquare, Client is responsible for contacting the Vendor or third -party for any further support or maintenance services for the problem. CentralSquare has no obligations to provide maintenance or support for any non-CentralSquare Software or hardware. 10.5 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 CentralSquare 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 CentralSquare is in force, contact CentralSquare using the procedures described in the Software Support Agreement. CentralSquare shall thereupon provide Help Desk services to Client as provided in the then -applicable Software Support Agreement. Notwithstanding the above, CentralSquare is not and shall not be a party to such third -party maintenance agreements nor shall CentralSquare have any obligation or liability thereunder. 10.6 If, at any time after installation of the System, Client desires to load on a Weld workstations or Server any software not provided by CentralSquare, it shall, before loading such software, follow the procedures regarding third party software compatibility in the CentralSquare Documentation, and contact the CentralSquare Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Client will make best effort to enforce procedures regarding third party software compatibility in the CentralSquare documentation for non -Weld agencies. 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 CentralSquare 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. If Client or a Non - Weld agency installs third -party software without CentralSquare approval and guidance, Client shall absolve, discharge and release CentralSquare from any obligations or liabilities related to System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 47 operation or performance of the System, the CentralSquare Software, or any other item provided by CentralSquare under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third -party software. 11.0 (Intentionally Omitted) 12.0 DEFAULT AND TERMINATION 12.1 CentralSquare may terminate this Agreement and the CentralSquare 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 CentralSquare, Client cures such failure within fifteen (15) days after written notice of such failure by CentralSquare 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, 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 CentralSquare's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder. 12.1.1 In the event of termination in accordance with Section 12.1 above, other Vendors providing software licenses may also terminate such licenses granted to Client related to this Agreement, in addition to and without limiting any other rights or remedies CentralSquare or such Vendors may have. 12.2 Client may terminate this Agreement if (i) CentralSquare fails to comply with any material term or condition of this Agreement unless (a) CentralSquare cures such failure within thirty (30) days after written notice thereof from Client or (b) in the case of failures which are curable but not reasonably susceptible to cure within thirty (30) days, CentralSquare commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) CentralSquare'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 CentralSquare's executory obligations under this Agreement. In the event of termination in accordance with this Section 12.2, CentralSquare shall return a pro -rated portion of the license fees paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the CentralSquare Software calculated by the number of months of actual Use in Live Operations and the licenses granted in this Agreement shall terminate. 12.3 Client Non -Appropriation: The other provisions of this Agreement notwithstanding, Client is prohibited by law from making commitments beyond the current fiscal year. Payment to CentralSquare beyond the current fiscal year is contingent on the appropriation and continuing availability of funding in any subsequent year. Client has reason to believe that sufficient funds will be available for the full term. Where Client makes a good faith effort to appropriate said funds, however, funds are not allocated for any fiscal period beyond the current fiscal year, Client may terminate this Agreement without penalty by providing thirty (30) days' written notice to CentralSquare. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 47 12.4 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 of VPI and certify to CentralSquare 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 the associated Documentation, and so notify CentralSquare. 13.0 LIABILITY 13.1 CentralSquare shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, to the extent arising out of any loss, damage or injury to persons or tangible personal property arising from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any Subcontractor; however, CentralSquare shall not be required to indemnify Client for any claims or actions to the extent due to 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, CentralSquare' s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 13.2 NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF CENTRALSQUARE FOR ANY CLAIM OR DAMAGE ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BY WAY OF INDEMNIFICATION OR UNDER STATUTE SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED (I) THE CONTRACT PRICE OR (II) IN THE CASE OF BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE FOR WHICH DEFENSE AND INDEMNITY COVERAGE IS PROVIDED BY CENTRALSQUARE'S INSURANCE CARRIER, THE LESSER OF THE COVERAGE LIMITS OF SUCH INSURANCE OR THE AMOUNT ACTUALLY PAID TO CENTRALSQUARE OR CLIENT BY THE APPLICABLE INSURANCE CARRIER FOR SUCH DAMAGE. 13.3 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. 13.4 To the extent allowed by law, Client shall indemnify and hold CentralSquare 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 CentralSquare Software. 13.5 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 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 47 OTHERWISE RELATED TO THIS AGREEMENT. 13.6 No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 14.0 INSURANCE 14.1 Beginning at the start of CentralSquare's performance under this Agreement, and ending when CentralSquare is no longer providing to Client Software Support, CentralSquare shall maintain in force a policy of the following: Workers' Compensation Insurance: as required by state statute, and Employer's Liability Insurance covering all of the CentralSquare's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the Client. This requirement shall not apply when a CentralSquare or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such CentralSquare or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance: for bodily injury, property damage, and liability assumed under an insured contract, and defense costs, with the minimum limits must be as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; $1,000,000 Personal Advertising injury Automobile Liability: CentralSquare shall maintain the following limits: $1,000,000 for bodily injury for each accident, and property damage applicable to all vehicles operating both on Client property and elsewhere, hired, and non -owned vehicles used in the performance of this Agreement. Professional Liability (Errors and Omissions Liability): CentralSquare's policy shall cover professional errors and omissions for those positions defined in the Scope of Services of this Agreement. CentralSquare shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Agreement resulting from professional services. In the event that the professional liability insurance required by this Agreement is written on a claims -made basis, CentralSquare warrants that any retroactive date under the policy shall precede the effective date of this Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Agreement is completed. The minimum limits apply: $1,000,000 each claim; $2,000,000 general aggregate; System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 47 Crime Coverage: Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If CentralSquare is physically located on Weld County's premises, third party fidelity coverage extension shall apply. The policy shall include coverage for extended theft . The policy shall not contain a condition requiring an arrest and conviction. Privacy / Cyber Liability Insurance: As a provider of a service which may require the knowledge and retention of personal identifiable information including but not limited to, names, dates of birth, social security numbers, usernames, and passwords, and/or HIPAA sensitive personal information of clients served, the following minimum insurance limits are required: Contractors with 10 or fewer County clients: $50,000 Contractors with 11 — 15 County clients: $500,000 Contractors with more than 25 County clients: $1,000,000 per claim 14.2 The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A -"VIII or better. Written notice of any cancellation or reduction in coverage shall be sent by CentralSquare thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, Client must be notified by the CentralSquare. CentralSquare shall be responsible for the payment of any deductible or self -insured retention. 14.3 The insurance coverage's are the minimum requirements, and these requirements do not decrease or limit the liability of CentralSquare. The Client in no way warrants that the minimum limits contained herein are sufficient to protect the CentralSquare from liabilities that might arise out of the performance of the work under the Agreement by the CentralSquare, its agents, representatives, employees, or subcontractors. The CentralSquare shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The CentralSquare is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. CentralSquare shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under the subsequent Agreement. Any modification to these requirements must be made in writing by Client. 14.4 The CentralSquare stipulates that it has met the insurance requirements identified herein. CentralSquare shall be responsible for the professional quality, technical accuracy, and quantity of all materials and services provided, the timely delivery of said services, and the coordination of all services rendered by the CentralSquare and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 14.5 CentralSquare shall cause Client to be included as an additional insured to the above -described policies, except Workers' Compensation & Crime. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 47 15.0 COPYRIGHT & TRADE SECRET INFRINGEMENT 15.1 CentralSquare 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 CentralSquare Software of copyright or trade secrets, provided that Client immediately notifies CentralSquare in writing of such Action and cooperates fully with CentralSquare and its legal counsel in the defense thereof. CentralSquare may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the CentralSquare Software, or (iv) modify or replace the CentralSquare 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 CentralSquare concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client's use of the CentralSquare Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then CentralSquare will return to Client the CentralSquare Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the CentralSquare 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, CentralSquare will, subject to Section 13.0 herein, indemnify Client therefrom to the extent indemnification for such judgment is not provided under Client's insurance policies (unless Client is self -insured in which case the preceding clause shall not apply). 15.2 Notwithstanding the above, CentralSquare shall have no duty under this Section 15.0 with respect to, and, to the extent permitted by Colorado law, Client shall hold CentralSquare harmless from and against any claim, action or proceeding (i) arising from or related to infringements by System Software, Client third -party Hardware or Software, or Equipment, (ii) arising out of modifications to the CentralSquare Software and/or Documentation not made by or under the direction of CentralSquare, (iii) resulting from use of the CentralSquare Software to practice any method or process which does not occur wholly within the CentralSquare Software, or (iv) resulting from modifications to the CentralSquare Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This Section 15.0 states the entire obligation of CentralSquare regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 16.0 DISPUTE RESOLUTION 16.1 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 CentralSquare' s or the Client's location as determined by the Parties, 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. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 47 17.0 SALES, USE AND PROPERTY TAX 17.1 Unless exempt from such taxes, Client shall be solely responsible for payment or reimbursement to CentralSquare of all sales, use, value added or other 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 CentralSquare. If exempt, Client shall provide to CentralSquare 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. 18.0 SEVERABILITYS 18.1 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. 19.0 FORCE MAJEURE/EXCUSABLE DELAY 19.1 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, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, 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. 20.0 CONSTRUCTION AND HEADINGS 20.1 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. 21.0 WAIVER 21.1 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. 21.2 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. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 47 22.0 ENTIRE AGREEMENT 22.1 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. 23.0 APPLICABLE LAW 23.1 Except to the extent that this Agreement is governed by the laws of theUnited States, Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, CentralSquare agrees that the Weld County District Court in Weld County, Colorado shall have exclusive jurisdiction to resolve said dispute. 24.0 ASSIGNMENT 24.1 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 CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare's executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. 25.0 NOTICES 25.1 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: Weld County 1401 North 17th Avenue Greeley, CO 80632 Attn: Ryan Rose 26.0 ORDER OF PRECEDENCE To CentralSquare: CentralSquare Technologies LLC 1000 Business Center Drive Lake Mary, FL 32746 Attn: Legal/Contracts 26.1 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: System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 23 of 47 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 OSDs, IRDs, IFCDs, and FATs. 27.0 GENERAL TERMS 27.1 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. 27.2 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. 27.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 27.4 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. 27.5 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. 27.6 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. 27.7 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. 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. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 24 of 47 IT SS WHEREOF, the parties hereto have signed this Agreement this 7 day of , 2020. CONTRACTOR: By: Nail Title: f 47 9 L/ SL R co c ty ta✓ Date 1 /$ (z 2.e? COUNTY OF WELD: dattheV add4;(A. ATTEST: BOARD OF COUNTY COMMISSIONERS Clerk to the Board WELD COUNTY, COLORADO ni tda,Ato) ti Deputy Clerk to the Board Freeman, Chair NOV 0 9 2020 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 47 oo�o - a/766 ADDENDUM A PROPRIETARY INFORMATION1 SUMMARY OF CONTENTS Addendum No. Description A-1 Statement of Work, A-2 Number of CentralSquare Software Licenses, and Designated Location A-3 CentralSquare 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 CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 47 ADDENDUM A-1 PROPRIETARY INFORMATION1 STATEMENT OF WORK (ATTACHED) 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 47 ADDENDUM A-2 PROPRIETARY INFORMATION1 NUMBER OF CENTRALSQUARE SOFTWARE LICENSES, AND DESIGNATED LOCATION CentraiSquare Software License Fee(s) CAD Enterprise Software License Fee(s) CAD Enterprise Browser (A - 1-40 Concurrent Users) Unit Price $10,000.00 Qty 1 Total Price $10,000.00 CAD Enterprise Disaster Recovery System $0.00 1 $0.00 CAD Enterprise Mapping $500.00 14 $7,000.00 CAD Enterprise Mapping Test or Training $500.00 1 $500.00 CAD Enterprise Position $10,000.00 14 $140,000.00 CAD Enterprise Routing Server $18,700.00 1 $18,700.00 CAD Enterprise Routing Server - Disaster Recovery $0.00 1 $0.00 CAD Enterprise Routing Server - Test or Training System $0.00 1 $0.00 CAD Enterprise Server Software (B - 6-20 Positions) $30,000.00 1 $30,000.00 CAD Enterprise Test or Training System $0.00 1 $0.00 CAD Enterprise the Archive Server Software $2,500.00 1 $2,500.00 CAD Enterprise The GISLink Utility Position $5,000.00 1 $5,000.00 NCIC/State Query Position for CAD Enterprise $500.00 14 $7,000.00 Standard Alpha Numeric Paging Interface $9,000.00 1 $9,000.00 Standard ANI/ALI Interface $9,000.00 1 $9,000.00 Standard EMD Integration $500.00 14 $7,000.00 TriTech Message Switch $22,000.00 1 $22,000.00 Standard Text -to -911 Interface $12,750.00 1 $12,750.00 CAD Enterprise API - Customer $5,000.00 1 $5,000.00 CAD Enterprise Protocol $7,500.00 1 $7,500.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - NICE $15,000.00 1 $15,000.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - Priority Dispatch Aqua Ascent $15,000.00 1 $15,000.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - LERMS $15,000.00 1 $15,000.00 Standard CAD Enterprise to External System Incident Data Transfer Interface — FRMS—Firehouse, ESO, Firstwatch, ImageTrend and ERS $15,000.00 5 $75,000.00 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 47 Standard CAD Enterprise to External System Incident Data Transfer Interface - CAD Incident for Evidence.com $15,000.00 1 $15,000.00 Standard CAD Enterprise Motorola MCC 7500 Console Radio Interface $12,750.00 1 $12,750.00 Standard Station Alert Interface $20,000.00 1 $20,000.00 CAD Enterprise RapidSOS Interface $12,500.00 1 $12,500.00 CAD Enterprise Site License $52,270.00 1 $52,270.00 TriTech Message Switch Query Builder $20,000.00 1 $20,000.00 CAD Enterprise Software License Fee(s) Subtotal: $545,470.00 Records Enterprise Software License Fee(s) Records Enterprise Accident Unit Price $13,068.00 Qty 1 Total Price $13,068.00 Records Enterprise Concurrent User License $1,350.00 180 $243,000.00 Records Enterprise Disaster Recovery System $0.00 1 $0.00 Records Enterprise Evidence and Barcoding $13,070.00 1 $13,070.00 Records Enterprise GIS - Test or Training System $0.00 2 $0.00 Records Enterprise GIS (With CAD) $0.00 1 $0.00 Records Enterprise Reporting Server License $2,500.00 1 $2,500.00 Records Enterprise Server Software (C - 121-250 Users) $75,000.00 1 $75,000.00 Records Enterprise Test or Training System $0.00 2 $0.00 NCIC/State Software Records Enterprise Concurrent User $500.00 18 $9,000.00 Police -to -Citizen License $10,000.00 1 $10,000.00 Standard Citation Publisher (ADG) $9,500.00 1 $9,500.00 Standard Citation Publisher (Full Court) $9,500.00 1 $9,500.00 Standard Axon Evidence.com Integration $9,500.00 1 $9,500.00 Standard BEAST Evidence Bi-directional Integration $12,750.00 1 $12,750.00 Records Enterprise Site License $40,690.00 1 $40,690.00 Records Enterprise Software License Fee(s) Subtotal: $447,578.00 Mobile Enterprise Software License Fee(s) Mobile Enterprise Base Position Unit Price $800.00 Qty 150 Total Price $120,000.00 Mobile Enterprise Base Position with CJIS/NCIC Forms $1,000.00 260 $260,000.00 Mobile Enterprise Disaster Recovery System $0.00 1 $0.00 Mobile Enterprise Mapping $200.00 410 $82,000.00 Mobile Enterprise Mapping Test or Training $200.00 10 $2,000.00 Mobile Enterprise Server Software (D - 251-500 Positions) $75,000.00 1 $75,000.00 Mobile Enterprise Test or Training System $0.00 2 $0.00 Mobile Enterprise Site License $53,720.00 1 $53,720.00 Mobile Enterprise Site License $200.00 260 $52,000.00 Mobile Enterprise Software License Fee(s) Subtotal: $644,720.00 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 47 Fire Records Software License Fee(s) Fire Records Enterprise License (25 concurrent users) Unit Price $36,168.40 Qty 1 Total Price $36,168.40 Recurring Fee(s) (Year 1) Fire Records Enterprise Software License Fee(s) Subtotal: $36,168.40 CentralSquare Software License Fee(s) Total: $1,673,936.40 Product Name IQ CrimeView Advanced Reports T3 (250K to 450K, up to 20 Users) Unit Price $9,500.00 Qty 1 Total Price $9,500.00 IQ CrimeView Dashboard T3 (250K to 450K) Subscription $12,350.00 1 $12,350.00 IQ Search (B - 11-40 Concurrent Users) One Year Subscription $4,800.00 1 $4,800.00 CAD Enterprise ASAP Interface Annual Subscription $5,500.00 1 $5,500.00 CAD Enterprise Caller Location Query Annual Subscription $2,500.00 1 $2,500.00 IQ FireView Dashboard T3 (250K to 450K) Subscription $7,525.00 1 $7,525.00 IQ FireView Advanced Reports T3 Subscription (250K to 450K, up to 20 Users) $9,500.00 1 $9,500.00 CDP Crimemapping.com (discounted 100% with data contribution at 1-10 CDP Search users) $1,200.00 1 $0.00 CDP Search (1-10 Users) (discounted 100% with data contribution at 1-10 CDP Search users) $1,100.00 1 $0.00 Field Ops - Companion Pricing Annual Subscription $120.00 200 $24,000.00 Recurring Fee(s) (Year 1): DESIGNATED LOCATION Deliver To: Attn: Weld County IT 1401 N 17th Avenue Greeley, CO 80632 *Site Licensing: $75,675.00 For clarification and not limitation of the definition of the term "Site License" in this Agreement, the parties agree as follows: System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 47 (1) Based upon discussions with Client, CentralSquare will provide licensing for the following: • CAD Enterprise Position software • Mobile Enterprise Base Position software • Mobile Enterprise Base Position with CJIS/NCIC Forms software • Records Enterprise in quantities as noted in the pricing above to support Client operations for the Authorized Users, within Weld County's existing jurisdictional geographic boundary. (2) The Site License allows unlimited deployment of CAD Enterprise Position software licenses, Mobile Enterprise Position software licenses, and Records Enterprise software licenses within Weld County's existing jurisdictional geographic boundary. (3) Site Licenses do not include any third -party licenses, CAD Enterprise Mapping or Mobile Enterprise Mapping license and support fees. CAD Enterprise Mapping Fees; and Mobile Enterprise Mapping Fees are provided on a per seat basis. Client shall notify CentralSquare in writing prior to the installation of any new CAD Enterprise Mapping or Mobile Enterprise Mapping licenses and ensure appropriate mapping license and support fees are paid before the device is put into production. CentralSquare will invoice Client for support fees for the total number of CAD Enterprise Mapping or Mobile Enterprise Mapping positions specified, with Client's annual support renewal invoice and Client agrees to pay these fees prior to the support renewal date. *Current Authorized Users: CAD Authorized Users are: WELD COUNTY REGIONAL COMMUNICATIONS CENTER Mobile Authorized Users are: WELD COUNTY SHERIFF'S OFFICE AULT POLICE DEPT DACONO POLICE DEPARTMENT EATON POLICE DEPARTMENT EVANS POLICE DEPT FIRESTONE POLICE DEPT FORT LUPTON POLICE DEPT FREDERICK POLICE DEPT GARDEN CITY POLICE DEPT GILCREST POLICE DEPT System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 47 GREELEY FIRE DEPT GREELEY POLICE DEPT HUDSON POLICE DEPARTMENT JOHNSTOWN POLICE DEPT KERSEY POLICE DEPT LA SALLE POLICE DEPT LOCHBUIE POLICE DEPT MEAD POLICE DEPARTMENT MILLIKEN POLICE DEPT NUNN POLICE DEPT PIERCE POLICE DEPT PLATTEVILLE POLICE DEPT SEVERANCE POLICE DEPARTMENT WINDSOR POLICE DEPT BANNER AMBULANCE AULT-PIERCE FIRE DEPT BRIGGSDALE FIRE DEPT EATON FIRE DEPT EVANS FIRE DEPT FORT LUPTON FIRE DEPT FREDERICK -FIRESTONE FIRE DEPT FRONT RANGE FIRE RESCUE GALETON FIRE DEPT HUDSON FIRE DEPT KERSEY FIRE DEPT LA SALLE FIRE DEPT MILLIKEN FIRE DEPT MOUNTAIN VIEW FIRE DEPT NEW RAYMER FIRE DEPT NUNN FIRE DEPT PAWNEE FIRE DEPT PLATTEVILLE-GILCREST FIRE DEPT SOUTHEAST WELD FIRE DEPT WELLINGTON FIRE DEPT WINDSOR FIRE DEPT RMS Authorized Users are: WELD COUNTY SHERIFF'S OFFICE AULT POLICE DEPT DACONO POLICE DEPARTMENT EATON POLICE DEPARTMENT EVANS POLICE DEPT FIRESTONE POLICE DEPT FORT LUPTON POLICE DEPT FREDERICK POLICE DEPT System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 47 GARDEN CITY POLICE DEPT GILCREST POLICE DEPT GREELEY POLICE DEPT HUDSON POLICE DEPARTMENT JOHNSTOWN POLICE DEPT KERSEY POLICE DEPT LA SALLE POLICE DEPT LOCHBUIE POLICE DEPT MEAD POLICE DEPARTMENT MILLIKEN POLICE DEPT NUNN POLICE DEPT PIERCE POLICE DEPT PLATTEVILLE POLICE DEPT SEVERANCE POLICE DEPARTMENT WINDSOR POLICE DEPT AIMS COMMUNITY COLLEGE - CONTRACT KEENESBURG PD — CONTRACT *This list of Authorized Users is to be amended from time to time to allow agencies within Weld County's jurisdictional boundary to be added or removed as necessary. Additional license fees for the above listed site license will not be required. if any professional services fees are required to add on an agency, CentralSquare and Client will negotiate in good faith a contract amendment with appropriate pricing for such services. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 47 ADDENDUM A-3 PROPRIETARY INFORMATION' CENTRALSQUARE SERVICES, SUPPORT AND MAINTENANCE FEES AND MISCELLANEOUS CentralSquare Implementation Service Fee(s) CAD Enterprise Implementation Service Fee(s) Base CAD Enterprise Disaster Recovery Server Configuration (Includes CAD Server, Unit Swap, Synchronization Software Installation, and 1 Failover test) Unit Price $6,662.00 Qty 1 Total Price $6,662.00 Base CAD Enterprise Production System Installation (Includes Database Server, Web Server, Comm Server, 1 instance of Browser, up to 5 CAD workstations, Unit Swap, NetClock and Archive and Reporting Server) $9,625.00 1 $9,625.00 Custom CAD Enterprise Mapping Conversion Services (Client supplied data) $20,125.00 1 $20,125.00 GISLink Training Course (Onsite) $4,200.00 1 $4,200.00 CAD Enterprise Administration Training Course (Code File management) (Per class - at client site up to 10 students) $4,200.00 1 $4,200.00 CAD Enterprise Business Analysis and Consultation Services (116 Hours) $20,300.00 1 $20,300.00 CAD Enterprise Post Go Live System Optimization and Advanced Configuration workshop (3 days at the customer site) $5,600.00 1 $5,600.00 CAD Enterprise Response Plan Workshop (Per class - at client site) $4,200.00 1 $4,200.00 CAD Enterprise Standard Functional Acceptance and Integration Testing - (B - 12-20 positions) $12,250.00 1 $12,250.00 CAD Enterprise Supervisor Training (up to 10 students) $7,000.00 1 $7,000.00 CAD Enterprise System Administration Training Course (Per student - at CentralSquare) $1,450.00 1 $1,450.00 CAD Enterprise System Configuration & DOLF (B - per DOLF Session, 12-20 Positions) $27,000.00 1 $27,000.00 CAD Enterprise System Orientation/Analysis (B - 12-20 Positions) $10,500.00 1 $10,500.00 CAD Enterprise Test or Training Server Configuration (Includes CAD Enterprise Server and Unit Swap) $3,675.00 2 $7,350.00 CAD Enterprise User Training Course (Per class - up to 10 students) $2,800.00 6 $16,800.00 CAD Enterprise Workshop (Per class - at client site) $7,000.00 1 $7,000.00 Onsite Go Live Support Services for CAD Enterprise and Mobile Enterprise (24 Hour Coverage for 3 Days - Two 12 Hour Shifts Per Day, Two People Per Shift) $28,000.00 1 $28,000.00 Routing/GIS Server Implementation $2,100.00 4 $8,400.00 CAD Enterprise API Training (per participant, at CST only - Requires API License) $2,500.00 1 $2,500.00 CAD Enterprise ASAP Interface Installation and Configuration $2,500.00 1 $2,500.00 CAD Enterprise Caller Location Query Installation and Configuration $1,400.00 1 $1,400.00 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 47 CAD Enterprise CryWolf Interface Configuration Services (Production) $3,850.00 1 $3,850.00 Tellus Aware Implementation Services $15,000.00 1 $15,000.00 CAD Enterprise Data Conversion Services (Caution Notes, Premises and Historical Data Conversion). This includes up to 2 years (8 quarters) of historical data from a single source. Over 2 years, or multiple data sources will require a custom quote. Conversion of Spillman. $40,000.00 1 $40,000.00 CAD Enterprise Implementation Service Fee(s) Subtotal: $265,912.00 Records Enterprise Implementation Service Fee(s) Unit Price $4,200.00 Qty 4 Total Price $16,800.00 Records Enterprise 3 -Day Workshop and Consultation Records Enterprise Business Analysis and Consultation Services (140 Hours) (C - 121-250 Users) $24,500.00 1 $24,500.00 Records Enterprise End User Training - Civil & Warrants $4,200.00 1 $4,200.00 Records Enterprise End User Training - Field Officers $4,200.00 2 $8,400.00 Records Enterprise End User Training - Investigations $4,200.00 1 $4,200.00 Records Enterprise Post Go Live System Optimization and Advanced Configuration Workshop (3 Days at the Customer Site) $5,600.00 1 $5,600.00 Records Enterprise Property and Evidence Workshop $4,200.00 1 $4,200.00 Records Enterprise Reporting Server Configuration $2,100.00 1 $2,100.00 Records Enterprise Server Installation and Configuration $7,700.00 3 $23,100.00 Records Enterprise Standard Functional Acceptance and Integration Testing - (C - 121-250 users) $8,400.00 1 $8,400.00 Records Enterprise System Orientation and Analysis - (C - 121-250 users) $10,500.00 1 $10,500.00 Records Enterprise User Training - Records $4,200.00 2 $8,400.00 Onsite Go Live Support Services for Records Enterprise (8 Hour Coverage for 4 Days - Single Shift Per Day, Two People Per Shift) $16,000.00 1 $16,000.00 Operational and Administrative Review (OAR) - (C - 121-250 concurrent users) $7,000.00 1 $7,000.00 Police -to -Citizen Services $4,200.00 1 $4,200.00 Remote Implementation Services for Records Enterprise GIS $2,500.00 3 $7,500.00 Validation and Readiness Workshop (C - 121-250 Users) $4,200.00 1 $4,200.00 Records Enterprise Report Writing Training $4,200.00 1 $4,200.00 Records Enterprise Output Designer Workshop $4,200.00 1 $4,200.00 WebRMS Data Conversion - Combined Standard Conversion (Includes: Cases, Incidents, Arrests, Warrants, Evidence, And Masters) - Agency extracts/fills intermediate database. Conversion of Spillman and Tiburon data sources (2). $49,000.00 2 $98,000.00 APS Interface Configuration Services $2.800.00 1 $2,800.00 WebRMS Data Conversion — Attachments (add on to Combined Standard Conversion for Spillman and Tiburon data sources) $7,875.00 2 $15,750.00 Records Enterprise Implementation Service Fee(s) Subtotal: $294,450.00 Mobile Enterprise Implementation Service Fee(s) Base Mobile Enterprise Disaster Recovery Server Installation (per Server, Includes 1 Mobile Server, up to 2 Mobile Interfaces) Unit Price Qty $5,250.00 1 Total Price $5,250.00 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 47 Base Mobile Enterprise Production Server Installation (per Server, Includes installation of Mobile Server, 2 interfaces and 5 position installations) $7,000.00 1 $7,000.00 Base Mobile Enterprise Test or Training Server Installation (per Server, Includes 1 Mobile Server and 1 Mobile Interface) $5,250.00 2 $10,500.00 Mobile Enterprise Mapping Conversion Services (Client supplied data) $8,400.00 1 $8,400.00 Mobile Enterprise Administration Training Course (Per class — up to 3 students) $1,800.00 1 $1,800.00 Mobile Enterprise System Configuration and BA services (C — 251-500 Licenses) $35,000.00 1 $35,000.00 Mobile Enterprise Train -The -Trainer (Per class — up to 8 students) $1,800.00 4 $7,200.00 Field Ops Installation and Training Services $1,400.00 1 $1,400.00 Mobile Enterprise Implementation Service Fee(s) Subtotal: $76,550.00 IQ Implementation Service Fee(s) IQ CrimeView Advanced Reports T3 Subscription Professional Services Unit Price $12,554.50 Qty 1 Total Price $12,554.50 IQ CrimeView Dashboard T3 Subscription Professional Services $30,490.25 1 $30,490.25 IQ Search Admin Training (Remote) $700.00 1 $700.00 IQ Search End User Training (Remote) $700.00 1 $700.00 IQ Setup and Conversion Services (Up to 5 years for TT Products) $1,100.00 1 $1,100.00 IQ FireView Dashboard T3 Subscription Professional Services $30,490.25 1 $30,490.25 IQ FireView Advanced Reports T3 (250K to 450K) Subscription Professional Services $12,554.50 1 $12,554.50 CDP Crimemapping.com (discounted 100% with data contribution at 1-10 CDP Search users) $1,200.00 1 $0.00 CDP Project Management (discounted 100% with data contribution at 1-10 CDP Search users) $875.00 1 $0.00 Inform IQ Implementation Service Fee(s) Subtotal: $88,589.50 Inform Fire Implementation Service Fee(s) Fire Records Enterprise Services Unit Price Qty $41,065.00 1 Total Price $41,065.00 Inform Fire Records Implementation Service Fee(s) Subtotal: Project Related Fee(s) Product Name Project Management Unit Price $252,000.00 Qty 1 $41,065.00 Total Price $252,000.00 Estimated Travel Expenses (To be billed as incurred) $100,332.00 1 $100,332.00 CentralSquare Implementation Service Fee(s) Total: $1,118,898.50 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 11 of 47 Annual Maintenance Fee(s) (Year 1)* Product Name Fire Records Enterprise License (25 concurrent users) Support Level 8 x 5 Total Price $6,510.31 CAD Enterprise Browser (A - 1-40 Concurrent Users) 24 x7 $2,200.00 CAD Enterprise Disaster Recovery System Maintenance (B - 6-20 Users) $1,980.00 CAD Enterprise Mapping 24 x7 $1,540.00 CAD Enterprise Mapping Test or Training 24 x 7 $110.00 CAD Enterprise Position 24 x7 $30,800.00 CAD Enterprise Routing Server 24 x7 $4,114.00 CAD Enterprise Server Software (B - 6-20 Positions) 24 x 7 $6,600.00 CAD Enterprise Test or Training System Maintenance (B - 6-20 Users) $3,960.00 CAD Enterprise the Archive Server Software 24 x 7 $550.00 CAD Enterprise The GISLink Utility Position 24 x 7 $1,100.00 Mobile Enterprise Base Position 24 x 7 $26,400.00 Mobile Enterprise Base Position with CJIS/NCIC Forms 24 x7 $57,200.00 Mobile Enterprise Disaster Recovery System Maintenance $2,090.00 Mobile Enterprise Mapping 24 x7 $18,040.00 Mobile Enterprise Mapping Test or Training 24 x7 $440.00 Mobile Enterprise Server Software (D - 251-500 Positions) 24 x7 $16,500.00 Mobile Enterprise Test or Training System Maintenance $4,180.00 Records Enterprise Accident 8 x 5 $2,352.24 Records Enterprise Concurrent User License 8 x 5 $43,740.00 Records Enterprise Disaster System Maintenance $1,620.00 Records Enterprise Evidence and Barcoding 8 x 5 $2,352.60 Records Enterprise GIS Disaster Recovery Maintenance 8 x 5 $1,010.00 Records Enterprise GIS Test/Training Maintenance 8 x 5 $2,020.00 Records Enterprise Reporting Server License 8 x 5 $450.00 Records Enterprise Server Software (C - 121-250 Users) 8 x 5 $13,500.00 Records Enterprise Test or Training System Maintenance $3,240.00 NCIC/State Query Position for CAD Enterprise 24 x7 $1,540.00 NCIC/State Software Records Enterprise Concurrent User 8 x 5 $1,620.00 Police -to -Citizen License 8 x 5 $1,800.00 Routing Server Disaster Recovery Maintenance $1,234.00 Routing Server Test or Training Maintenance $2,468.00 Standard Alpha Numeric Paging Interface 24 x 7 $1,980.00 Standard ANI/ALI Interface 24 x 7 $1,980.00 System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 47 Standard EMD Integration 24 x7 $1,540.00 Standard Text -to -911 Interface 24 x 7 $2,805.00 TriTech Message Switch 24 x7 $4,840.00 CAD Enterprise API - Customer 24 x7 $1,100.00 CAD Enterprise Protocol 24 x 7 $1,650.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - NICE 24 x7 $3,300.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - Priority Dispatch Aqua Ascent 24 x 7 $3,300.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - LERMS 24 x7 $3,300.00 Standard CAD Enterprise to External System Incident Data Transfer Interface — FRMS— Firehouse, ESO, Firstwatch, ImageTrend and ERS 24 x 7 $16,500.00 Standard CAD Enterprise to External System Incident Data Transfer Interface - CAD Incident for Evidence.com 24 x7 $3,300.00 Standard CAD Enterprise Motorola MCC 7500 Console Radio Interface 24 x7 $2,805.00 Standard Station Alert Interface 24 x 7 $4,400.00 CAD Enterprise RapidSOS Interface 24 x 7 $2,750.00 Standard Citation Publisher (ADG) 8 x 5 $1,710.00 Standard Citation Publisher (Full Court) 8 x 5 $1,710.00 Standard Axon Evidence.com Integration 8 x 5 $1,710.00 Standard BEAST Evidence Bi-directional Integration 8 x 5 $2,295.00 CAD Enterprise Site License $11,499.40 Mobile Enterprise Site License $11,818.40 Records Enterprise Site License $7,324.20 Mobile Enterprise Magnetic Stripe Reader Software 24 x 7 $11,440.00 TriTech Message Switch Query Builder 24 x 7 $4,400.00 Annual Maintenance Fee(s) (Year 1) Total*: $372,718.15 *Commencing one year after Go Live, the "Anniversary Date", the Annual Software Maintenance Fee will be due. Thereafter, the Annual Software Maintenance Fee shall increase by 4% from the prior year. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 47 ADDENDUM A-4 PROPRIETARY INFORMATION1 EQUIPMENT Client will be providing the Equipment for this Project. All Client provided Equipment must meet CentralSquare's minimum recommended specifications. 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 47 ADDENDUM A-5 PROPRIETARY INFORMATION1 SYSTEM SOFTWARE The Client will be providing System Software for this Project. Client provided System Software will meet CentralSquare's minimum required specifications. NOTE: Additional Client responsibilities regarding licensing requirements for System Software for continued maintenance, including system expansion, are provided in the System Planning Document. 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 47 ADDENDUM A-6 PROPRIETARY INFORMATION1 SUBCONTRACTOR SOFTWARE, HARDWARE AND SERVICES Not applicable to this Project. 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 47 ADDENDUM A-7 PROPRIETARY INFORMATION' PAYMENT TERMS 25% Due at Contract Execution 25% Due at installation of CAD, Mobile, and RMS Software 25% Due at completion of Pre -Go Live End User Training 25% Due at Go Live The following are due upon receipt of invoice. Annual Subscription Fees Due at Go -Live* Estimated Travel Billed as incurred Project Total $ 537,125.72 $ 537,125.72 $ 537,125.72 $ 537,125.74 $ 75,675.00 $ 100,332.00 $ 2,324,509.90 *The Annual Subscription Fee is due on the date of first Go -Live. Thereafter, Annual Software Subscription fees will be due on or before the commencement of the subsequent term as outlined in the Subscription Service License and Use Agreement. 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 47 ADDENDUM A-8 PROPRIETARY INFORMATION1 CONTRACT PRICE SUMMARY2 CAD Software Fees Mobile Software Fees RMS Software Fees Fire Software Fees CAD Implementation Service Fee(s) Mobile Implementation Service Fee(s) RMS Implementation Service Fee(s) Fire Implementation Service Fee(s) Other Implementation Service Fee(s) Project Management Travel Costs Total Implementation Costs Annual Subscription Fees Project Costs CentralSquare Discount** Total Project Costs $ 545,470.00 $ 644,720.00 $ 447,578.00 $ 36,168.40 $ 265,912.00 $ 76,550.00 $ 294,450.00 $ 41,065.00 $ 88,589.50 $ 252,000.00 $ 100,332.00 $ 2,792,834.90 $ 75,675.00 $ 2,868,509.90 $ (544, 000.00) $ 2,324,509.90 ** The proposed discounts require contract execution for the proposed solution by December 31, 2020 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 47 ADDENDUM A-9 PROPRIETARY INFORMATION1 SYSTEM PLANNING DOCUMENT (TO BE PROVIDED AS A DELIVERABLE) 1 THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF CENTRALSQUARE TECHNOLOGIES. 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 CENTRALSQUARE TECHNOLOGIES. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 47 ADDENDUM B SUBCONTRACTOR WARRANTY, SUPPORT AND MAINTENANCE AGREEMENTS Not applicable to this Project. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 47 ADDENDUM C SUBCONTRACTOR LICENSE AGREEMENTS Not applicable to this Project. System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 47 ADDENDUM D SUBSCRIPTION SERVICE USE & LICENSE AGREEMENT (ATTACHED) System Purchase Agreement Copyright © 2020 CentralSquare Technologies — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 47 f..; CENTRALSQUARE TECHNOLOGIES CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com 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, CentralSquare Technologies, LLC (hereinafter referred to as "CentralSquare") and the County of Weld, Colorado ("Customer"). Customer and CentralSquare may also be referred to herein individually as a "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 ("SOW") attached as Addendum A-1 to the Purchase Agreement. II. Services; Software. A. Under the terms of this Agreement, CentralSquare will be responsible for providing the following services ("Services"): (i) Hosting CentralSquare'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 ("Software 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 CentralSquare 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 CentralSquare 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 CentralSquare from time to time in its sole discretion upon written notice to Client; (vii) Providing the Client with training as stated in the Purchase Agreement; and (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, CentralSquare and Client shall mutually agree in writing on a schedule for transfer of data from Client's existing system to the updated database applications. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 1 of B. Force Majeure. CentralSquare 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 CentralSquare's reasonable control. C. This Agreement allows Client to use the Software located on CentralSquare's servers, to which Client will be granted limited remote access. Client shall not receive a physical copy of the Software in any form; but will have the ability to use the Software on CentralSquare's servers, and to access the Software remotely as directed by CentralSquare. III. License; Access. A. Provided that Client has paid the applicable Fees (as defined in Section IV (A) hereof), CentralSquare grants to Client a limited non-exclusive, non -transferable license to use the Subscription Services, including the Software located on CentralSquare'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 CentralSquare in writing, and CentralSquare 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 CentralSquare. D. Client acknowledges (i) that the protection of passwords issued to Authorized Users is an integral part of CentralSquare's security and data protection process and procedures and, (ii) that CentralSquare 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 CentralSquare. CentralSquare reserves the right to deactivate a compromised password immediately upon notice from Client without further notice to Client or the affected Authorized User. CentralSquare 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. 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. Subscription Service License & Use Agreement 2 of 19 CentralSquare Technologies LLC © 2020 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. CentralSquare 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 4%. D. All amounts due and payable to CentralSquare 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 thirty -(30) days after their due date until paid. Remittance Address for Payments Only: CentralSquare Technologies 12709 Collection Center Drive Chicago, IL 60693 E. Payments may be made by check, wire transfer, or Automated Clearing House ("ACH"). CentralSquare 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 CentralSquare and shall not include taxes or other governmental charges or surcharges, if any. In addition to the fees and charges due CentralSquare 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 CentralSquare'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 one (1) year ("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 due to CentralSquare's breach, Client shall receive a pro -rated refund of subscription fees paid calculated by subtracting the number of months of actual use from the then current term. If Client terminates this Agreement for convenience at any time, Client shall not be entitled to a refund and pay all fees owed for the then current term. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 3 of 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 CentralSquare 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, CentralSquare may terminate the Agreement at any time upon ninety -(90) days prior written notice to the Client. In the event of termination by CentralSquare 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 CentralSquare is delinquent, CentralSquare may, in its sole discretion, immediately terminate or suspend all or any portion of the Services by providing at least forty-five (45) days notice after the date payment is due. G Upon the effective date of expiration or termination of this Agreement: (i) CentralSquare 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 CentralSquare any and all monies that are owed by the Client to CentralSquare under this Agreement for the Services furnished up to the effective date of the Agreement's termination or expiration. H. Upon CentralSquare's reasonable belief that tortious or criminal or otherwise improper activity may be associated with Client's utilization of the Services, CentralSquare 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, CentralSquare has the sole and absolute discretion whether or not to restore such Services; and further, any such restoration shall be conditioned upon CentralSquare'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, CentralSquare shall remove and destroy Client's data. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 4 of 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 affect 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 CentralSquare 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 CentralSquare so long as the newly appointed Client Administrator has attended CentralSquare'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 CentralSquare'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 CentralSquare 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 CentralSquare has been properly performed, acknowledging that thereafter the completion of the initial setup of all Code Files not already populated by CentralSquare 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 CentralSquare's policy for inputting Client Information in any Documentation CentralSquare 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 CentralSquare 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 CentralSquare. 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. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 5 of VII. Confidentiality, Privacy and Business Associate Provisions. A. In association with the execution of this Agreement and CentralSquare'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 CentralSquare, the Software and its contents, sales and marketing plans (hereinafter referred to as "Confidential Information"). Client acknowledges that the Software itself represents and embodies certain trade secrets and confidential information of CentralSquare. Client hereby agrees that, for itself and its shareholders, officers, directors, employees, and agents, Client shall not disclose any of CentralSquare's trade secrets or confidential information without CentralSquare's prior written consent for any such disclosure. B. In association with the execution of this Agreement and the participation of CentralSquare in the support of the Software, CentralSquare 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. CentralSquare 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 CentralSquare for use in its implementation of the Services, which Client subsequently updates and otherwise modifies, and (ii) CentralSquare hosts on services for access by and transmission to the Authorized Users via the Internet. CentralSquare shall not use any Client Information except as expressly set forth in this Agreement. C. In addition to CentralSquare's obligations regarding nondisclosure of Client Information set forth above, in the event that CentralSquare is a "Business Associate," and Client is a "Covered Entity" pursuant to 45 C.F.R. § 160.103, CentralSquare 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 CentralSquare 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, including the Colorado Open Records Act provided below, 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, Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 6 of 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 CentralSquare 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 CentralSquare, in turn, binds such third party to confidentiality and non -disclosure terms that are at least as protective of CentralSquare's and Client's interests as the terms stated herein. Client acknowledges that CentralSquare shall have no responsibility or liability for unauthorized access to or dissemination of Client Information by Authorized Users or non-CentralSquare third parties, that results in a breach of data security, misappropriation or misuse of passwords or any other cause. H. Colorado Open Records Act. Client may disclose any records that are subject to public release under the Colorado Open Records Act, C.R.S. § 24-72-200.1, et seq. (CORA). Under CORA, the custodian of record is required to deny access to "[t]rade secrets, privileged information, and confidential commercial, financial, geological, or geophysical data." C.R.S. § 24-72-204(3)(a)(IV). Trade secrets shall not be disclosed, as determined by Client pursuant to CORA. Client will provide prompt notice of a CORA request to allow CentralSquare the opportunity assert any privileges available. If CentralSquare asserts that any records, including some or all of this Agreement, meets the statutory requirements under CORA of one or more exemptions and wishes that an exemption be asserted to prevent public disclosure of a record, CentralSquare will (a) immediately notify Client of its assertion, (b) identify with adequate specificity the records to which it asserts an exemption applies and the basis for such assertion (citing the applicable CORA exemption(s)), and (c) as commercially practical, mark with the words "DISCLOSURE EXEMPT" all records containing information that it desires not be publicly disclosed. CentralSquare shall have the opportunity to pursue a protective order through any legal means, provided they give notice to Client, subject to CORA's disclosure deadlines. In the event Client is sued as a result of withholding records or information based upon CentralSquare's assertion of confidentiality, trade secret, etc., CentralSquare agrees to indemnify the Client and to pay Client, in full, for the costs of defense of the case, including the costs for the Client's attorney; court costs; and any and all sanction that may be ordered against the Client, in the form of attorney's fees or otherwise. Any disclosure by a party of a record, in whole or in part, will not be a breach of this Agreement if such disclosure was pursuant to a request under CORA that is based on court order, reasonable interpretation of CORA, related case law, or State of Colorado Attorney General orders or published guidance. Notwithstanding anything contained herein, Client retains the ability and discretion to respond to CORA requests in a legally compliant manner as determined by the Weld County Attorney's Office. VIII. Ownership. A. CentralSquare 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 CentralSquare 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 CentralSquare 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 Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 7 of any applicable Confidential Information of CentralSquare during the Term, in accordance with this Agreement. Client agrees to contribute its data with respect to IQ Search 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 CentralSquare 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 CentralSquare 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. CentralSquare shall retain all rights and ownership to such aggregated data and improvements. As between the parties, CentralSquare agrees that all Client Information provided to CentralSquare under this Agreement for CentralSquare's use in connection with the Subscription Services is the property of Client; provided, however, CentralSquare 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 CentralSquare 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, CentralSquare 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 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. CENTRALSQUARE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR -FREE. C. CENTRALSQUARE 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 CENTRALSQUARE'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 CENTRALSQUARE'S COMPUTER NETWORK. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 8 of D. CENTRALSQUARE REPRESENTS AND WARRANTS TO CLIENT THAT, TO CENTRALSQUARE'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. CENTRALSQUARE 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 CENTRALSQUARE. E. THE TOTAL LIABILITY OF CENTRALSQUARE FOR ANY CLAIM OR DAMAGE ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BY WAY OF INDEMNIFICATION OR UNDER STATUTE SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED (I) THE CONTRACT PRICE OR (II) IN THE CASE OF BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE FOR WHICH DEFENSE AND INDEMNITY COVERAGE IS PROVIDED BY CENTRALSQUARE'S INSURANCE CARRIER, THE LESSER OF THE COVERAGE LIMITS OF SUCH INSURANCE OR THE AMOUNT ACTUALLY PAID TO CENTRALSQUARE OR CLIENT BY THE APPLICABLE INSURANCE CARRIER FOR SUCH DAMAGE. F. 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. XI. Assignment. Either Party -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 the other party; which permission shall not be unreasonably withheld. Any assignment without such express written permission 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 CentralSquare: CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32476 Attention: Contracts XIII. Governing Law. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 9 of Except to the extent that this Agreement is governed by the laws of the United States, Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, CentralSquare agrees that the Weld County District Court in Weld County, Colorado shall have exclusive jurisdiction to resolve said dispute. XIV. Integration. This Agreement and Purchase Agreement and the Software Support 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 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. ITN S WHEREOF, the parties hereto have signed this Agreement this 7 day of , 2020. CONTRACTOR: CentralSquare Technologies, LLC / By: Date IID( 3°( / ZUZv Name: >A-11/4--16.._ 4 f �a Title: 5Yi', �Lf,vn�'`S' 0At'SP)!', z COUNTY PFyWELD: ATTEST: Clerk to the Board Deputy Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Freeman, Chair NOV 0 9 2020 Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 10 of 02bao-a41GC) Schedule A Subscription Service License & Use Agreement Licensed Products The following Software is supported under this Agreement. 0 IQ Search Subscription CrimeView Dashboard Advanced Reporting Module The following Software is supported under the Software Support Agreement. Caller Location Query (CLQ) ® ASAP Interface I Product pricing is per the System Purchase Agreement Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 11 of Schedule B SOFTWARE TECHNICAL SUPPORT This Software Technical Support describes the terms and conditions relating to technical support that CentralSquare will provide to Client during the Term of the Agreement. 1. Product Updates and Releases. 1.1. Updates. From time to time CentralSquare 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 CentralSquare on the general release date for an Update, CentralSquare will provide the Client with the Update and related Documentation. 1.2. Releases. Client shall promptly agree to install and/or use any Release provided by CentralSquare to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 1.3. Maintenance Window. CentralSquare may perform maintenance, Updates, and Release during the Maintenance Window on Sundays between 12:00 AM and 12:00 PM Eastern Time. During this time, Clients may experience intermittent interruptions. CentralSquare will make commercially reasonable efforts to minimize the frequency and duration of these interruptions and CentralSquare will notify the Client if the entire maintenance window will be required. 2. Telephone Support & Support Portal. 2.1. Hours. Support shall be provided to Client, Monday through Friday, 7:30 A.M. to 8:30 P.M. (Eastern Time), excluding holidays, via the toll -free phone number 800- 987-0911. CentralSquare shall provide to Client, during these Support Hours, commercially reasonable efforts in solving errors reported by the Client shall provide to CentralSquare reasonable assistance and explanation, together with underlying data, to substantiate errors to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. if and when CentralSquare and Client agree that on -site services are necessary to diagnose or resolve the problem support shall be provided by CentralSquare at Client location(s). If during these on -site services a reported error did not, in fact, exist or was not attributable to a defect in the Software or an act or omission of CentralSquare, then Client shall reimburse any travel expenses and professional services incurred. Client must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Amendment, including remote access to the Specified Configuration. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 12 of 3. Website Support. Online support is available 24 hours per day, offering Client the ability to resolve its own problems with access to CentralSquare's most current information. Client will need to enter its designated username and password to gain access to the technical support areas on CentralSquare's website. CentralSquare'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). 4. Exclusions from Technical Support Services. CentralSquare shall have no support obligations with respect to any third -party hardware or software product ("Nonqualified Product"). If Client requests support services for a problem that CentralSquare reasonably believes was caused or exacerbated by a Nonqualified Product, CentralSquare shall provide notice thereof to Client along with a quoted price for the support services; Client must approve the incurrence of such charges in writing prior to CentralSquare rendering the services. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. 5. Client Responsibilities. In connection with CentralSquare's provision of technical support as described herein, Client acknowledges that Client has the responsibility to do each of the following: 5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high speed connection and remote connectivity. 5.2 Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 5.3 Maintain the designated computer system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software; 5.4 Supply CentralSquare with escorted access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; 5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems; 5.6 At all times follow routine operator procedures as specified in the Documentation or any policies of CentralSquare posted on the CentralSquare website following notice from CentralSquare to Client; 5.7 Client shall remain solely responsible at all times for the safeguarding of Client's proprietary, confidential, and classified information; and Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 13 of 5.8 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. 6. Security. 6.1 CentralSquare 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. CentralSquare will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 6.2 CentralSquare shall maintain good standing in the Colorado CJIS vendor management program ensuring CentralSquare will provide the needed CJIS requirements to CBI. Asrequired by the Client, CentralSquare will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the CentralSquare 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 CentralSquare for the cost of CentralSquare Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable CentralSquare Offices. This provision will apply during the duration of this Agreement. 7. 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 Software Technical Support. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines: Priority Issue Definition Response Time Priority 1— Urgent A system down or not functioning event, and no procedural workaround exists CentralSquare provides a continuous resolution effort until the issue is resolved Priority 2 — Critical A serious Software Error that disrupts operations but there is capacity to remain productive and maintain necessary business level operations CentralSquare provides a continuous resolution effort until the issue is resolved Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 14 of Priority 3 — Non - Critical Normal Customer Service Hours Support: A Software Error not meeting the criteria of an Urgent or Critical Priority, has a workaround available, and involves partial loss of noncritical functionality. Such errors will be consistent and reproducible. • Loss of Non -Urgent Data (with "Non- Urgent" 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 Normal Customer Service Hours: Telephone calls to 800-987-0911 will be answered and managed by the first available representative. CentralSquare initially responds to a Priority 3 case within eight business hours after opening. Non -Critical Priority issues may also be reported via Httos://support.centralsauare.com /s/contrac-us Non -Critical Priority issues are not managed after Normal Customer Service Hours. Priority 4 — Minor 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. The inconvenience is slight and can be tolerated. Normal Customer Service Hours: Telephone calls to 800-987-0911 will be answered and managed by the first available representative. CentralSquare initially responds the next business day after the pint of opening a Priority 4 case during CentralSquare's normal local business hours or within two business days after a P4 case is opened outside of CentralSquare's normal local business hours. Minor Priority issues may also be reported via Httos://support.centralsquare.com /s/contrac-us Minor Priority issues are not managed after Normal Customer Service Hours. 8. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations under this Amendment if the failure is caused by adverse impact due to: 8.1. defectiveness of the Client's environment, Client's systems, or due to Client corrupt, incomplete, or inaccurate data reported to the Software, or documented Defect. 8.2. denial of reasonable access to Client's system or premises preventing CentralSquare from addressing the issue. 8.3. material changes made to the usage of the Software by Client where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Client or its subcontractors, of communications links necessary to the proper performance of the Software. 8.4. a force majeure event, or the negligence, intentional acts, or omissions of Client Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 15 of or its agents. 9. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. If the system is down and non-functional, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines: Priority Resolution Process Resolution Time Priority 1 — Urgent A system down or not functioning event, and no procedural workaround exists CentralSquare provides a continuous resolution effort until the issue is resolved Priority 2 —Critical A serious Software Error that disrupts operations but there is capacity to remain productive and maintain necessary business level operations CentralSquare provides a continuous resolution effort until the issue is resolved Priority 3 — Non - Critical CentralSquare will provide a procedural or configuration workaround that allows the Client to resolve the problem. CentralSquare will work to provide the Client with a resolution reasonably appropriate to the nature of the case which may include a workaround or code correction in a future release of the software. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 — Minor If CentralSquare determines that a reported Minor Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable. CentralSquare 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. 10. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide non -production environment(s) during Client business hours. Non - production environments are not included under the metrics or service credit schedules discussed in this Exhibit. 10.1. Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact structure and schedules outlined above for regular System Maintenance. 10.2. Incidents and service requests. Non -production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled similar to production service requests. 11. Training. Outside the scope of training services purchased, if any, Client is responsible for the training and organization of its staff in the operation of the Software. 12. Development Work. The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all Intellectual Property Rights in development work Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 16 of performed and Client may request consulting and development work from CentralSquare as a separate billable service. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 17 of ADDENDUM 1 BUSINESS ASSOCIATE ASSURANCE In the event that CentralSquare Technologies LLC (referred to herein as "CentralSquare") 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, CentralSquare, 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 CentralSquare 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 CentralSquare Support Agreement; (ii) as required for the proper management and administration of CentralSquare in its capacity as a HIPAA Business Associate of Customer, in the event CentralSquare 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 CentralSquare Service Agreement; • Report to Customer any use or disclosure of PHI not provided for by the CentralSquare Service Agreement of which CentralSquare becomes aware; • Ensure that any agents or subcontractors to whom CentralSquare provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to CentralSquare with respect to such PHI; • Make PHI available to the individual who has a right of access as required under HIPAA in the event CentralSquare 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 CentralSquare 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 CentralSquare 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 CentralSquare Service Agreement, return or destroy all PHI received from, or created or received by CentralSquare on behalf of Customer. In the event the return or destruction of such PHI is infeasible, CentralSquare' obligations as defined in this Business Associate Assurance shall continue in force and effect so long as CentralSquare possesses any PHI, notwithstanding the termination of the Agreement for any reason. Notwithstanding any provisions of the CentralSquare Service Agreement to the contrary, Customer may terminate the Agreement if Customer determines that CentralSquare has violated a material term of the Agreement with respect to its functions as a Business Associate. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 18 of • Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information ("e -PHI'S 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 CentralSquare Except as otherwise limited by the Agreement, CentralSquare 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, CentralSquare may use PHI for the proper management and administration of CentralSquare or to carry out the legal responsibilities of CentralSquare. CentralSquare 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 CentralSquare has been otherwise engaged by Customer to perform these services. Subscription Service License & Use Agreement 19 CentralSquare Technologies LLC © 2020 Page 19 of r.; CENTRALSQUARE TECHNOLOGIES CentralSquare Technologies, LLC 1000 Business Center Dr. Lake Mary, FL 32746 Phone: 407.304.3235 Fax: 407.304.3301 www.centralsquare.com SOFTWARE SUPPORT AGREEMENT FOR COUNTY OF WELD, COLORADO ON BEHALF OF WELD COUNTY GOVERNMENT Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 21 Software Support Agreement oa:o - 0Wi 6) SOFTWARE SUPPORT AGREEMENT 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 11 11.0 SEVERABILITY 11 12.0 FORCE MAJEURE/EXCUSABLE DELAY 11 13.0 CONSTRUCTION AND HEADINGS 11 14.0 WAIVER 11 15.0 ENTIRE AGREEMENT 12 16.0 APPLICABLE LAW 12 17.0 ASSIGNMENT 12 18.0 NOTICES 12 19.0 GENERAL TERMS 13 ADDENDUM A 15 ADDENDUM B 16 Error! Bookmark not defined. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 21 SOFTWARE SUPPORT AGREEMENT Client: Address: City, State, Zip: Phone: Contact Name: County of Weld, Colorado 1401 North 17th Avenue Greeley, CO 80632 970-400-4357 Ryan Rose, CIO This Agreement is made by and between CentralSquare Technologies, LLC with offices at 1000 Business Center Drive, Lake Mary, FL 32746 ("CentralSquare"), and the entity named above, referred to as "Client" (Client and CentralSquare collectively are "Parties" herein, individually a "Party"), with reference to the following. A. WHEREAS, CentralSquare 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 CentralSquare Software for a period of one year, subject to annual renewal thereafter; and C. WHEREAS, during the initial term of this Agreement, CentralSquare 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, CentralSquare 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 implementation date for the CentralSquare 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 and Maintenance 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 Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 21 termination has not been provided, on or before the expiration of the then current support term, and at each annual anniversary thereof, CentralSquare shall provide to Client a Software Support Renewal Notice for signature. CentralSquare reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to thirty (30) day written notice to Client. 2.2 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 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, CentralSquare 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 CentralSquare 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 4%. 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 CentralSquare for support services provided at Client's site or other locations remote from CentralSquare's principal place of business. If during these on -site services a reported error did not, in fact, exist or was not attributable to a defect in the Software or an act or omission of CentralSquare, then Client shall reimburse any travel expenses and professional services incurred. 3.4 If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to a support reinstatement fee, which shall be negotiated in good faith by the Parties. Payment of applicable fees for any additional services required to bring Client's system current, which fees shall be charged at CentralSquare'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 CentralSquare to further development, enhancement and support of the CentralSquare Software must be spread over CentralSquare's client base and fairly shared by all CentralSquare Software users. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 21 3.5 All amounts due and payable to CentralSquare 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 thirty (30) 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 2.2. Remittance Address for Payments Only: CentralSquare Technologies, LLC 12709 Collection Center Drive Chicago, IL 60693 3.5.1 Payments may be made by check; wire transfer; or Automated Clearing House ("ACH"). CentralSquare will provide banking information if Client requests to pay by wire transfer or ACH. 3.6 Except for taxes for which Client provides CentralSquare with written certification of its tax-exempt status, if CentralSquare 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 CentralSquare will provide support services as more fully described in Addendum B. 4.2 Parties shall appoint a principal point of contact with a level of knowledge of the CentralSquare Software and Client's computer environment to manage the reporting of Software Errors to CentralSquare in accordance with the Software Error Guidelines and Procedures set forth in Addendum B. CentralSquare 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, including removal of the offending employee from direct contact with the other party, may be cause for termination of the Agreement in accordance with section 2.2 herein. 4.4 All times during the term of this Agreement or any renewal period, the parties shall participate in a monthly meeting to ensure consistent and open communication between the parties. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 21 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 CentralSquare Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify CentralSquare pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by CentralSquare. Upon notification of a reported Software Error, CentralSquare shall attempt to reproduce and verify the error and, if so verified, will manage the Software Error(s) in accordance with Addendum B. If CentralSquare is unable to reproduce the Software Error at CentralSquare's facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by CentralSquare. CentralSquare will provide onsite assistance if the Client and CentralSquare determine that it is necessary for CentralSquare personnel to travel to Client's site to reproduce the error. If it is determined that reported problem was caused by the CentralSquare Software, CentralSquare will be responsible for its travel and related expenses for the onsite visit. If during these on -site services a reported error did not, in fact, exist or was not attributable to a defect in the Software or an act or omission of CentralSquare, then Client shall reimburse any travel expenses and professional services incurred. 5.1.1 If, during the term of this Agreement, Client experiences performance issues with the CentralSquare 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 CentralSquare Software, the Client shall notify CentralSquare in accordance with Addendum B. CentralSquare will assist the Client to determine the source of the user transaction times issue (CentralSquare Software, third party products, Client supplied network, etc.). If the performance issues related to user transaction times is found to be caused by the CentralSquare Software, CentralSquare 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 CentralSquare 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. CentralSquare will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 5.3 CentralSquare shall maintain good standing in the Colorado CJIS vendor management program ensuring CentralSquare will provide the needed CJIS requirements to CBI. If required by the Client, CentralSquare will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the CentralSquare 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 CentralSquare for the cost of CentralSquare Security Approved Personnel traveling to Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 21 the Client's site or for a vendor (such as Live Scan) to travel to the applicable CentralSquare Offices. This provision will apply during the duration of this Agreement. 6.0 SOFTWARE UPDATES 6.1 From time to time at CentralSquare's discretion, Updates to the CentralSquare Software and CentralSquare Documentation will be developed and provided to Client. All Updates to the CentralSquare Software and CentralSquare Documentation shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed CentralSquare Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.) 6.2 Modifications to installed Uniform Crime Reporting (UCR) Program or National Incident Based Reporting System (NIBRS) facilities within the Records Enterprise licensed software are included as necessary to accommodate government -mandated changes dictated by state and federal agencies having authority over these programs. 6.3 CentralSquare shall assist Client in any configuration that is required to accommodate government -mandated changes dictated by state and federal agencies having authority over these programs. Any software modification may be subject to additional fees, to be agreed upon by CentralSquare and Client. 6.4 CentralSquare shall reinstall any CentralSquare software if a failure occurs which is not related to the OS or any Third -Party Software. 6.5 If requested by Client, CentralSquare shall re -host CentralSquare software at a price not to exceed $65,000.00. 7.0 LIMITATIONS 7.1 Software Support for the CentralSquare Software shall be subject to and conditional on Client's implementation and use of a version of the CentralSquare 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, CentralSquare shall only be obligated to provide Software Support for Client's version of the CentralSquare Software for a period of twelve (12) months thereafter. 7.2 CentralSquare 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, CentralSquare shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the CentralSquare Software are caused by modification of the CentralSquare Software, third -party Software or Hardware, System Software, or Equipment by Client or a third party. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 21 7.3.2 Problems in the CentralSquare Software are caused by the CentralSquare Software not being used in accordance with the CentralSquare Documentation, or other instructions provided by CentralSquare, or by misuse or neglect. 7.3.3 Problems in the CentralSquare Software are caused by software not provided by CentralSquare, not approved by CentralSquare in writing or not specified as compatible in the CentralSquare 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 CentralSquare 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 CentralSquare Documentation. 7.3.5 Denial of reasonable escorted access to Client's system or premises preventing CentralSquare from addressing the issue. 7.3.6 A force majeure event. 7.3.7 Problems in the CentralSquare Software are caused by one or more computer viruses that have not been introduced into Client's system by CentralSquare. Client shall maintain up-to-date virus checking software in accordance with CentralSquare Documentation and shall check all software received from CentralSquare or any other person or entity for viruses before introducing that software into any part of the CentralSquare System. If desired by Client, CentralSquare will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by CentralSquare, CentralSquare will provide a virus -free copy of the CentralSquare Software, and will, at its expense, reload said software on Client's Equipment. Client shall practice reasonable back-up procedures for the CentralSquare System in accordance with CentralSquare Documentation. 7.3.8 Problems in the CentralSquare Software are caused by Client Third -Party Software or System Software, including but not limited to operating system software. 7.3.9 Problems in the CentralSquare Software are caused by Equipment or software provided by Client or third parties with which the CentralSquare Software interfaces or operates (including but not limited to 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 Weld workstations or Server any software not provided by CentralSquare, it shall, before loading such software, follow the procedures regarding third party software compatibility in the CentralSquare Documentation, and contact the CentralSquare Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Client will make best effort to enforce procedures regarding third party software compatibility in the CentralSquare documentation for non -Weld agencies. 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 CentralSquare with respect to such software, including but not limited to its suitability, operability or capability to meet Client's Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 21 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. If Client or a Non - Weld agency install third -party software without CentralSquare approval and guidance, Client shall absolve, discharge and release CentralSquare from any obligations or liabilities related to operation or performance of the System, the CentralSquare Software, or any other item provided by CentralSquare under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third -party software. 7.5 CentralSquare 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 Client third -party 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 CentralSquare and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, CentralSquare shall be under no obligation, express or implied, with respect to such third -party Changes. 7.6 Problems in the CentralSquare Software or transmission of data caused by wireless services are not warranted by CentralSquare 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. 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, THIRD -PARTY 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 CentralSquare 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 CentralSquare using the procedures described in Addendum B. CentralSquare 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, CentralSquare is not and shall not be a party to such third -party maintenance agreements nor shall CentralSquare have any obligation or liability thereunder. 8.2 Maintenance and support for third -party Software, third -party Hardware, or System Software not provided by CentralSquare shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 21 maintenance providers, CentralSquare is not and shall not be a party to such third -party maintenance agreements nor shall CentralSquare have any obligation or liability thereunder. 9.0 LIMITATION OF LIABILITY 9.1 CentralSquare shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, to the extent arising out of any loss, damage or injury to persons or tangible personal property arising from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, or contractors; however, CentralSquare shall not be required to indemnify Client for any claims or actions to the extent due to 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, CentralSquare's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF CENTRALSQUARE FOR ANY CLAIM OR DAMAGE ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BY WAY OF INDEMNIFICATION OR UNDER STATUTE SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED (I) THE CONTRACT PRICE OR (II) IN THE CASE OF BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE FOR WHICH DEFENSE AND INDEMNITY COVERAGE IS PROVIDED BY CENTRALSQUARE'S INSURANCE CARRIER, THE LESSER OF THE COVERAGE LIMITS OF SUCH INSURANCE OR THE AMOUNT ACTUALLY PAID TO CENTRALSQUARE OR CLIENT BY THE APPLICABLE INSURANCE CARRIER FOR SUCH DAMAGE. 9.2 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. 9.3 TO THE EXTENT ALLOWED BY COLORADO LAW, CLIENT SHALL INDEMNIFY AND HOLD CENTRALSQUARE HARMLESS FROM ANY AND ALL CLAIMS, LAWSUITS OR LIABILITY, 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 CENTRALSQUARE SOFTWARE. 9.4 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. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 21 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 CentralSquare' s, or the Client's location as determined by the Parties, 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. 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, governmental order or regulation, 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 Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13.0 GOVERNMENTAL IMMUNITY 13.1 No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 14.0 CONSTRUCTION AND HEADINGS 14.1 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. 15.0 WAIVER 15.1 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. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 11 of 21 15.2 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. 16.0 ENTIRE AGREEMENT 16.1 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. 17.0 APPLICABLE LAW 17.1 Except to the extent that this Agreement is governed by the laws of the United States, Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, CentralSquare agrees that the Weld County District Court in Weld County, Colorado shall have exclusive jurisdiction to resolve said dispute. 18.0 ASSIGNMENT 18.1 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 CentralSquare' s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare's executory obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. 19.0 NOTICES 19.1 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: Weld County 1401 North 17th Avenue Greeley, CO 80632 Attn: Ryan Rose To CentralSquare: CentralSquare Technologies LLC 1000 Business Center Drive Lake Mary, FL 32746 Attn: Legal/Contracts Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 21 20.0 GENERAL TERMS 20.1 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. 20.2 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. 20.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 20.4 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. 20.5 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. 20.6 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. 20.7 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. 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 OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY. (remainder of page intentionally left blank) Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 21 91/I IT SS WHEREOF, the parties hereto have signed this Agreement this day of . , 2020. CONTRACTOR: CentralSquare Technologies, LLC By: Name77itir2,2/'CG Title: 5 JP, 4 v5 i s �" (Ji�N5F.oeJ 1Q" Date 10(1.39/70 v COUNTY OF WELD: ATTEST: dstifwv Clerk to the Board aa-/- f Y(. n t t Deputy Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Freeman, Chair NOV 0 9 2020 Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 21 Software Support Agreement c•20020 --02e/76,6) ADDENDUM A SUPPORT AND MAINTENANCE FEES Support and Maintenance fees for the initial term beginning at first Go Live implementation date for the CentralSquare Software and ending twelve (12) months thereafter, are included under the Contract Price in the Purchase Agreement. Prior to the end of the then current support term, and each subsequent annual support term, CentralSquare will forward an invoice to Client for the annual Support and Maintenance fee, which fees are subject to increase in accordance with section 3.2 of this Agreement. An increase in the CentralSquare Software licenses granted to Client will result in an increase in the Software Support fee. CentralSquare'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. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 21 ADDENDUM B SOFTWARE TECHNICAL SUPPORT This Software Technical Support describes the terms and conditions relating to technical support that CentralSquare will provide to Client during the Term of the Agreement. 1. Product Updates and Releases 1.1. Updates. From time to time CentralSquare 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 CentralSquare on the general release date for an Update, CentralSquare will provide the Client with the Update and related Documentation. 1.2. Releases. Client shall promptly agree to install and/or use any Release provided by CentralSquare to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 1.3. Update Window. CentralSquare and Client will coordinate a mutually agreeable time to Update and Upgrade the Software. 2. Telephone Support & Support Portal 2.1. Hours. Support shall be provided to Client, Monday through Friday, 7:30 A.M. to 8:30 P.M. (Eastern Time), excluding holidays, via the toll -free phone number 800-987-0911. CentralSquare shall provide to Client, during these Support Hours, commercially reasonable efforts in solving errors reported by the Client Client shall provide to CentralSquare reasonable assistance and explanation, together with underlying data, to substantiate errors to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. if and when CentralSquare and Client agree that on -site services are necessary to diagnose or resolve the problem support shall be provided by CentralSquare at Client location(s). If during these on -site services a reported error did not, in fact, exist or was not attributable to a defect in the Software or an act or omission of CentralSquare, then Client shall reimburse any travel expenses and professional services incurred. Client must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Amendment, including remote access to the Specified Configuration. 2.2. Urgent and Critical Priority Telephone Assistance after Normal Customer Service Hours. After Normal CentralSquare Customer Service Hours, emergency support for applications will be answered by our emergency paging service. When connected to the service, the Client shall provide his or her name, organization name, call-back number where the Customer Service Representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical Priority Problem). Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 21 3. Website Support. Online support is available 24 hours per day, offering Client the ability to resolve its own problems with access to CentralSquare's most current information. Client will need to enter its designated username and password to gain access to the technical support areas on CentralSquare's website. CentralSquare'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). 4. Exclusions from Technical Support Services. CentralSquare shall have no support obligations with respect to any third -party hardware or software product ("Nonqualified Product"). If Client requests support services for a problem that CentralSquare reasonably believes was caused or exacerbated by a Nonqualified Product, CentralSquare shall provide notice thereof to Client along with a quoted price for the support services; Client must approve the incurrence of such charges in writing prior to CentralSquare rendering the services. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. 5. Client Responsibilities. In connection with CentralSquare's provision of technical support as described herein, Client acknowledges that Client has the responsibility to do each of the following: 5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high speed connection and remote connectivity. 5.2 Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 5.3 Maintain the designated computer system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software; 5.4 Supply CentralSquare with escorted access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; 5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems; 5.6 At all times follow routine operator procedures as specified in the Documentation or any policies of CentralSquare posted on the CentralSquare website following notice from CentralSquare to Client; 5.7 Client shall remain solely responsible at all times for the safeguarding of Client's proprietary, confidential, and classified information; and 5.8 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. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 21 6. Security. 6.1 CentralSquare 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. CentralSquare will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 6.2 If required by the Client, CentralSquare will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the CentralSquare 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 CentralSquare for the cost of CentralSquare Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable CentralSquare Offices. This provision will apply during the duration of this Agreement. 7. 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 Software Technical Support. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines: Priority Issue Definitio n Response Time Priority 1— Urgent Normal Customer Service Hours Support Normal Customer Service Hours: for live operations on the production Telephone calls to 800-987-0911 will be system: A system down or not immediately answered and managed by functioning event, and no procedural workaround exists. This is defined as the first available representative. the following: After Normal Customer Service Hours: Thirty (30) minute call back • CentralSquare server software after Client telephone contact to 800 - inoperative 987-0911. If no call back within this • Loss of ability for all users to time period, Client may request log on to system escalated service via CentralSquare • Loss of transactional data & transactional data corruption leadership escalation (manager, supervisor, etc.) This means one or more critical server components are nonfunctional disabling Priority 1 issues must be called in via 800 - the software or the field reporting 987-0911 in order to receive this level of capabilities of workstations. response. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 21 Priority 2 — Critical Normal Customer Service Hours Support for live operations on the production system: A serious Software Error that disrupts operations but there is capacity to remain productive and maintain necessary business level operations. Such errors will be consistent and reproducible. • Loss of ability for CentralSquare users to enter Case (Incident, Arrest and Custody) records into the system • Unable to book or release inmates A significant number of the workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations). Normal Customer Service Hours Support: A Software Error not meeting the criteria of an Urgent or Critical Priority, has a workaround available, and involves partial loss of noncritical functionality. Such errors will be consistent and reproducible. Normal Customer Service Hours: Telephone calls to 800-987-0911 will be immediately answered and managed by the first available representative. After Normal Customer Service Hours; One (1) hour call back after Client telephone contact to 800-987- 0911. If no call back within this time period, Client may request escalated service via CentraiSquare leadership escalation (manager, supervisor, etc.) Non -Urgent Priority issues may also be reported via Https://supoort.centralsquare.com/s/contr ac -us Priority 3 — Non - Critical • Loss of Non -Urgent Data (with "Non- Urgent" being defined as not causing an error classified as a Priority 1 or Priority 2 error (above). • NIBRS State reporting issues that cause agency reports to exceed State error submission limits • UCR reporting multiple occurrence of inaccurate data Normal Customer Service Hours: Telephone calls to 800-987-0911 will be answered and managed by the first available representative. CentralSquare initially responds to a Priority 3 case within eight business hours after opening. Non -Critical Priority issues may also be reported via Https: //su p Do rt. centra Isqua re. co m/s/contr ac -us Non -Critical Priority issues are not managed after Normal Customer Service Hours. Priority 4 — Minor 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. The inconvenience is slight and can be tolerated. Normal Customer Service Hours: Telephone calls to 800-987-0911 will be answered and managed by the first available representative. CentralSquare initially responds the next business day after the pint of opening a Priority 4 case during CentralSquare's normal local business hours or within two business days after a P4 case is opened outside of CentralSquare's normal local business hours. Minor Priority issues may also be reported via Https://su000rt.centralsquare.com/s/contr ac -us Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 21 Minor Priority issues are not managed after Normal Customer Service Hours. 8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines: Priority Resolution Process Resolution Time Priority 1— Urgent CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Client to resume live operations on the production system. CentralSquare 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. CentralSquare will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 24 hours after notification. Priority 2 —Critical CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Client to resume normal operations on the production system. CentralSquare will work to provide the Client with a solution that allows the Client to resume normal operations on the production system which may include a fix on the system prior to the next panned commercial release of the applicable CentralSquare product software. Priority 3 — Non - Critical CentralSquare will provide a procedural or configuration workaround that allows the Client to resolve the problem. CentralSquare will work to provide the Client with a resolution reasonably appropriate to the nature of the case which may include a workaround or code correction in a future release of the software. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 — Minor If CentralSquare determines that a reported Minor Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable. CentralSquare 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. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 21 9. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide non -production environment(s) during Client business hours. Non -production environments are not included under the metrics or service credit schedules discussed in this Exhibit. 9.1. Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact structure and schedules outlined above for regular System Maintenance. 9.2. Incidents and service requests. Non -production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled similar to production service requests. 10. Training. Outside the scope of training services purchased, if any, Client is responsible for the training and organization of its staff in the operation of the Software. 11. Development Work. The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all Intellectual Property Rights in development work performed and Client may request consulting and development work from CentralSquare as a separate billable service. Software Support Agreement Copyright © 2020 CentralSquare Technologies, LLC — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 21 CENTRALSQUARE TECHNOLOGIES STATEMENT OF WORK Weld County CentraiSquare CAD Enterprise, Mobile Enterprise, and Records Enterprise Version 1.2 1000 Business Center Drive, Lake Mary, FL 32746 407.304.3235 I Fax: 407.304.3301 I www.centralsquare.com Sao 417 6) © 2020 CentralSquare Technologies, LLC Unpublished: Rights reserved under the copyright laws of the United States. All information in this document is proprietary and confidential and owned by CentralSquare Technologies, LLCTM. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, for any purpose, without the express written permission of CentralSquare Technologies, LLC. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. CentralSquare Public Safety Suite —Enterprise, CentralSquare CAD Enterprise, CentralSquare Mobile Enterprise, CentralSquare Records Enterprise, CentralSquare Jail Enterprise, CentralSquare False Alarm Management, and CentralSquare Public Safety Analytics Enterprise are trademarks of CentralSquare Technologies, LLC ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. Document Control Template - last update:10/15/2019 Date Version Details/Changes Author September 4, 2020 1 Initial draft CentralSquare October 8, 2020 1.1 Basic updates to language JG October 19, 2020 1.2 Final edits JG The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC Table of Contents Document Control ii Table of Contents iii 1 Overview 1 1.1 Statement of Work 1 1.2 Project Implementation Definitions 1 1.3 System Acceptance Process — CAD Enterprise, Mobile Enterprise, & Records Enterprise 2 1.3.1 Functional Testing 2 1.3.2 CentralSquare System Integration Testing (SIT) 3 1.3.3 Client System Integration Testing 3 1.3.4 Reliability Acceptance Period — CAD, Mobile, and Records Enterprise 4 1.4 General Client Responsibilities 4 1.5 Project Exclusions 6 2 Project Deliverables 8 2.1 Overview of Project Deliverables 8 3 CentralSquare Project Roles and Responsibility 12 3.1 Overview 12 3.2 CentralSquare Project Manager 12 3.3 Systems Engineer 13 3.4 CAD Enterprise Business Analyst 13 3.5 Mobile Enterprise Business Analyst 13 3.6 GIS Analyst 14 3.7 Crime Analytics Implementation Specialist 14 3.8 Records Enterprise Business Analyst 14 3.9 Training Specialist 14 3.10 Client Installation Services Team 14 3.11 Customer Services Group 15 3.12 Account Manager 15 4 Recommended Client Roles and Responsibilities 16 4.1 Overview 16 4.2 Project Manager 16 4.3 System Administrator 17 4.4 CAD Enterprise Administrator 17 4.5 Mobile Enterprise Administrator 17 4.6 Records Enterprise Administrator 18 4.7 Records Enterprise Output Designer Administrator 18 4.8 GIS Analyst 19 4.9 CAD Enterprise/Records Enterprise Supervisors 19 4.10 Subject Matter Experts 19 4.11 Application Trainers 20 4.12 Crime Analytics Dashboard Administrator 20 4.13 Crime Analytics Dashboard Designer 20 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2019 CentralSquare Technologies, LLC iii Table of Contents 5 Project Controlling Processes 21 5.1 Overview 21 5.1.1 CentralSquare Responsibilities 22 5.1.2 Client Responsibilities 22 5.2 Change Management Process 22 5.2.1 CentralSquare Responsibilities 23 5.2.2 Client Responsibilities 23 5.3 Project Reporting 24 5.3.1 CentralSquare Responsibilities 24 5.3.2 Client Responsibilities 24 5.4 Document Review 25 5.4.2 CentralSquare Responsibilities 25 5.4.3 Client Responsibilities 26 5.5 Third -Party Management 26 5.5.1 CentralSquare Responsibilities 26 5.5.2 Client Responsibilities 26 6 Project Initiation and Planning 27 6.1 Overview 27 6.1.1 CentralSquare Responsibilities 27 6.1.2 Project Kick Off 28 7 Project Execution 30 7.1 Overview 30 7.2 System Installation (CAD Enterprise, Mobile Enterprise, Records Enterprise, and Interfaces) 30 7.2.1 Review Hardware Specifications 30 7.2.2 Hardware and Equipment Procurement Process 30 7.2.3 Hardware Staging and Preparation for Installation 31 7.2.4 CentralSquare Responsibilities 31 7.2.5 Basic Server preparation and Network Services 33 7.2.6 System Installation 34 7.3 Implementation of CAD Enterprise 37 7.3.1 CAD Enterprise System Orientation 37 7.3.2 CAD Enterprise Base System Code File Entry 39 7.3.3 Geographical Information Services 40 7.3.4 CAD Enterprise Operational and Administrative Review (OAR) 42 7.3.5 CAD Enterprise Workshop(s) 44 7.3.6 CAD Enterprise Pre -Go Live Functional Testing (FT) 44 7.3.7 CAD Enterprise Legacy Data Conversion 46 7.3.8 CAD Enterprise Training 48 7.4 Implementation of Mobile Enterprise 52 7.4.1 Mobile Enterprise Map Data Import 52 7.4.2 Mobile Enterprise Configuration 52 7.4.3 Mobile Enterprise Functional Testing (FT) 52 7.4.4 Mobile Enterprise Training 53 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC V Table of Contents 7.5 System Integration Testing (SIT) of CAD Enterprise, Mobile Enterprise, and Interfaces54 7.6 Implementation of Records Enterprise 55 7.6.1 Records Enterprise System Orientation 55 7.6.2 Records Enterprise Operational and Administrative Review (OAR) 56 7.6.3 Records Enterprise Base System Build 57 7.6.4 Geographical Information Services 58 7.6.5 Records Enterprise Workshops 58 7.6.6 Records Enterprise Output Designer Workshop 59 7.6.7 Records Enterprise Validation and Readiness Workshop 60 7.6.8 Records Enterprise Pre -Go Live Functional Testing (FT) 61 7.6.9 Records Enterprise Data Conversion 62 7.6.10 Records Enterprise Training 64 7.6.11 Records Enterprise System Integration Testing (SIT) 67 7.7 Implementation of Search 68 7.7.1 Search Setup and Conversion Services 68 7.7.2 Search Administration Training (Remote) 69 7.7.3 Search Core End User Training (Remote) 70 7.8 Implementation of Crime Analytics Dashboard 71 7.8.1 Prerequisite Collection and Preparation 71 7.8.2 Application Configuration, Staging Deployment, and Initial Review 71 7.8.3 Installation 72 7.8.4 Dashboard Administrator/Designer Training (Remote) 72 7.8.5 Dashboard Train the Trainer Training (On Site) 73 7.8.6 Dashboard Go Live & System Review 74 7.8.7 Crime Analytics Acceptance 76 7.9 Implementation of the Advanced Reporting Module 76 7.9.1 Application Configuration and Deployment 76 7.9.2 Advanced Reporting Module Training (Remote) 76 7.9.3 Advanced Reporting Module Go Live & System Review 77 7.10 Implementation of Crimemapping.com 78 7.10.2 Crimemapping.com System Review & Go Live 79 7.11 Implementation of System Interfaces 80 7.11.1 Inform Standard Interfaces' Requirement Gathering and Configuration 80 7.11.2 Custom Interfaces' Requirement Gathering and Configuration 82 7.11.3 Interface Functional Testing (FT) 83 7.12 System and Subsystem Go Live 85 7.12.1 CAD Enterprise, Mobile, and CAD Enterprise Subsystem Go Live 85 7.12.2 Records Enterprise Go Live 86 7.13 Reliability Acceptance Period for CAD Enterprise & Records Enterprise 87 8 Project Closure 89 8.1 System Transition 89 9 Appendix A - Required CAD Enterprise OAR Code File build 90 10 Appendix B - Contracted Modifications to Standard CentralSquare Products 97 11 Appendix C - Standard CentralSquare Interfaces 98 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC V Table of Contents 11.1 Standard Interfaces for Each Environment 98 11.2 NCIC State Message Switch 100 11.2.1 Connections 100 11.2.2 Transactions 101 11.2.3 Query Builder Feature 102 11.2.4 Client Responsibility 103 11.2.5 CentralSquare Responsibility 103 12 Appendix D - Custom CentralSquare Interfaces 104 12.1 Custom Interfaces for Each Environment 104 13 Appendix E - Subcontractor(s) Statement(s) of Work 105 14 Appendix F — Crime Analytics Dashboard Hardware, Software, and Related Requirements 106 15 Appendix G — Crime Analytics Dashboard GIS Data and Application Specifications 108 15.1.1 GIS Data Specifications 108 15.1.2 Application Specifications 108 16 Appendix H — Crime Analytics Dashboard Standard Field Lists 110 17 Appendix I — Advanced Reporting Module System Requirements and Application Specifications 135 17.1.1 Data Entities 135 17.1.2 Standard Reports 135 17.1.3 End User System Requirements 135 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC V 1 OVERVIEW 1.1 Statement of Work This Statement of Work (SOW) defines the services and deliverables that CentralSquare will be providing in accordance with the terms and conditions of the System Purchase Agreement (the "Purchase Agreement") between CentralSquare Technologies, LLC (CentralSquare) and Weld County, Colorado ("Client"). The pricing and services for this assume the project duration will not exceed a period of twenty four (24) months. If the project exceeds the expected duration due to client delays, additional services must be purchased. This project description includes the services and deliverables specified by the Purchase Agreement, including if applicable, CentralSquare and services, Subcontractor activities, third - party products and services for the implementation of the System and Subsystems specified in the Purchase Agreement (collectively the "Project"). Statement(s) of Work for applicable CentralSquare Subcontractor(s) are presented in Appendix E - Subcontractor(s) Statement(s) of Work. In some cases, the framework of Deliverables documented by this SOW for this Project is further defined through additional documents such as: Operational Scenario Documents (OSD); Interface Requirements Documents (IRD); Functional Design Documents (FDD); User and Administrator Documentation and Training Materials. The number and type of software licenses, products, or services provided by CentralSquare or its Subcontractors are specifically listed in the Purchase Agreement and any reference within this document as well as Subcontractors' SOWs (if applicable) does not imply or convey a software, license, or services that are not explicitly listed in the Purchase Agreement. 1.2 Project Implementation Definitions Unless otherwise defined herein, capitalized terms within this document have the meanings described in the Definitions section of the Purchase Agreement and where applicable Software Support Agreement. The following terms are used in this document. Since these terms may be used differently in other settings, these definitions are provided for clarity. • Project Schedule means the schedule providing dates and timeframes for completion of tasks and Deliverables during the course of this Project. The Project Schedule is subject to change at the mutual agreement of CentralSquare and the Client as further described in this SOW. • Project Management Plan means collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2017 CentralSquare Technologies, LLC 1 Overview • The OSD provides an operational description of a capability or feature within the applicable CentralSquare solution in sufficient detail that both Client and CentralSquare team mutually agree to the expected deliverable. The OSD provides the "what", "how," and the information flow (including data flow and data elements, when appropriate) of the capability or feature. The OSD does not provide the technical or internal design of how CentralSquare's Development team will accomplish the requested feature. An OSD will be provided for each contracted product customization to be developed. Once approved by the Client, the OSD becomes the basis for CentralSquare's development. Once approved, any further changes requested by the Client to the OSD and/or design may incur additional costs to the Client. • Standard Interface Requirement Document (IRD) defines the functionality of specified Standard Interfaces. These documents are standard, published CentralSquare documents, and are not specific to a Client. • Functional Design Document (FDD) contains details for specified data conversions such as the proposed approach, fields that will be converted, and assumptions. 1.3 System Acceptance Process — CAD Enterprise, Mobile Enterprise, & Records Enterprise This project shall follow a standard Acceptance Test methodology for CAD Enterprise, Mobile Enterprise, and Records Enterprise which is designed to allow the parties to thoroughly evaluate and verify the functionality and reliability of CentralSquare System and Subsystems. These procedures include several steps that are described in later sections of this SOW. Upon successful completion of these procedures the system is deemed Accepted. 1.3.1 Functional Testing Functional Testing (FT) is conducted on specified Subsystems prior to conducting End User Training on these applications and staging them for Go Live. The focus of these tests is to verify that each Subsystem meets the functions as described in CentralSquare's standard FT documents, which have been created based on CentralSquare's standard product specifications. Note: Functional Testing for specified Subsytems will occur one time, at one location. For projects that will place Subsytems for agencies and/or PSAPs in multiple phases, FT will only be conducted for the first phase going into Production, and will not be repeated for subsequent phases. The Client must ensure that appropriate representation from various agencies and/or PSAPs attend the FT for each Subsytem. The Functional Tests are performed based upon standard CentralSquare FT documents and have a standard content and format. These standard FT documents will be submitted to the Client for review prior to testing. During the scheduled FT and according to the FT documents, CentralSquare and Client project personnel will work to identify critical errors where the Subsystem does not conform materially to the The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 2 Overview FT documents. Any such critical errors will be documented by CentralSquare on the FT exceptions list. Errors listed on the FT exception list will be classified as follows: a) Pre -Go Live Issues: Critical issues in the Subsystem that prevent the Client from performing normal daily and monthly operations and therefore must be corrected prior to Go Live. b) Post Go Live Issues: Issues identified in the FT testing that do not prevent the Client from performing normal daily and monthly processes and therefore can be corrected after the Subsystem Go Live. These issues will not be used as part of the criteria for Acceptance. In the event that the Client chooses not to follow or complete the Acceptance Test processes defined in the Statement of Work, the Client's cutover to live production status (i.e., productive use) of any CentralSquare supplied Subsystem constitutes the Client's acceptance of the Subsystem. 1.3.2 CentralSquare System Integration Testing (SIT) Once the FT is successfully concluded for all specified subsystems that are scheduled to go live together and in preparation for Go Live, a remote SIT (up to 4 hours) will be conducted. Typically CAD Enterprise, Mobile Enterprise, and CAD interfaces Go Live together. Records Enterprise along with the associated Interfaces may go live together or separately. The Client will lead this testing and CentralSquare will assist when needed. The SIT for CAD and its Subsystems will be conducted based on a scenario that test the call flow from the call creation to disposition in CAD. The scenario will include Mobile, selected interfaces (Paging, CAD to External RMS, Station Alerting, and Records Check/NCIC) and the suite integration. The core client project team will lead this test with assistance by CentralSquare. CentralSquare will provide a standard set of test scenarios that test the CAD system and suite integration. The SIT for Records Enterprise will be conducted based a scenario that test the records management process. The scenario will include Records Enterprise and Records Check/NCIC. The core Client project team will lead this test with assistance by CentralSquare. CentralSquare will provide a standard scenario that test the Records Management System. The SIT scenario will be provided to the Client prior to the commencement of the SIT. A TCR will be submitted to the Client documenting the delivery of the SIT Test plans and must be signed prior to testing. At the completion of SIT, the Client shall provide written approval that the System is ready for Go Live. If the project includes separate Go Lives for each System (CAD/Mobile, Records), then separate SIT Scenarios and Go Live Authorizations will be prepared for each set of Subsystems and interfaces going live together. 1.3.3 Client System Integration Testing CentralSquare's Standard System Integration Testing is designed to test the system under a standard set of parameters and typical scenarios. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 3 Overview It is recommended that the Client build out their own set of system integration tests based on their operational business processes. Industry best practices have found that testing the individual applications that will Go Live together reduces the amount of risk and unexpected ad -hoc configuration changes post Go Live. The core client project team should assemble a small group of end users from each respective discipline (dispatchers, field users, and records clerks) to conduct the Client System Integration Testing. The Client should build their test scenarios around typical day to day call and incident processing workflows, as well as scenarios that may be more atypical, such as large scale, mass casualty, or active shooter type incidents. Using data from the legacy system provides an excellent opportunity to test the new system under similar circumstances. The Client will be responsible for coordination and execution of the Client System Integration Testing. CentralSquare project staff will be available to support the testing remotely on an as - needed basis. Critical issues identified during the Client System Integration Testing should be immediately reported and escalated as outlined elsewhere in this SOW. 1.3.4 Reliability Acceptance Period — CAD, Mobile, and Records Enterprise As further defined in the Agreement, immediately upon production cutover (Go Live) of the CentralSquare Subsystems, a thirty (30) day Acceptance Test Period will begin to verify operational functionality in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in Addendum E to the Agreement) are reported during such thirty (30) day period, the Subsystems shall be deemed to have achieved Final Acceptance. In the event that a Critical Priority or Urgent Priority Software Error occurs during the Acceptance Test Period, CentralSquare shall commence actions in accordance with the Software Support Agreement to correct the reported error. This process is further defined in section 7.13, Reliability Acceptance Period. 1.4 General Client Responsibilities In addition to those Client responsibilities stated elsewhere in this SOW, the Client is responsible for: a) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. b) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. c) Network/communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice/data connections), or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 4 Overview J) d) Configuration and/or programming of network routers, switches and bridges — this includes providing information to CentralSquare staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate in accordance with CentralSquare documentation. e) The installation, configuration, maintenance (including patch management and upgrades of Microsoft software required by the System. f) The installation of servers into racks and the connection of such servers to network switches. g) The assignment of machine names and IP addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by CentralSquare documentation. h) Any hardware and third -party software or services necessary for implementing the System that is not listed in the Purchase Agreement as a CentralSquare Deliverable (not listed as a line item in the Price and Payment section of the Purchase Agreement). This includes workstations, server hardware not included with managed server solutions, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, Disaster Recovery Software, and services required to extract legacy data and convert into acceptable data formats. i) Configuration, maintenance, testing, and supporting the Third -Party Systems that the Client operates and which will be interfaced with as a part of this project. This project includes the contracted Interfaces listed in Appendix C - Standard CentralSquare Interfaces and Appendix D - Custom CentralSquare Interfaces. The Client is responsible for maintaining and supporting these systems in good working order. The Client is responsible for providing Application Programming Interface (API) documentation to these systems that document the integration process for the level of interface integration defined by CentralSquare's response to the RFP, as described by CentralSquare responses to the RFP as well as Interface IRD and approved OSDs. The Client is also responsible for any cost associated with the development, or configuration of the Third -Party System Vendor side of the Interfaces. Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Purchase Agreement into existing consoles, furniture, vehicles or existing facilities. Installation of Workstations into consoles, furniture, vehicles or like items, is the responsibility of the Client. k) Active participation of the appropriate personnel with the necessary background knowledge and availability in the Project implementation meetings and working sessions during the course of the Project. Examples of such implementation sessions are System Orientation, Operational and Administrative Review (OAR), Acceptance Testing, Training, regular Project meetings, discussion regarding Interfaces, system installation planning, and the like. I) The provision of Code Files and GIS data as requested by CentralSquare staff. This information must be provided on a timely basis in order to meet the project timelines. This information will be provided in a format requested by CentralSquare staff in accordance with CentralSquare Documentation. m) Assistance with any non-CentralSquare systems and/or databases the Crime Analytics application or import process will interface with in order to obtain data or provide functionality. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 5 Overview Common examples include provision of data dictionaries, ODBC connectivity, and information pertaining to the type, location, and structure of data in the source CAD, Records, or other source database(s) or data file(s). n) The timely review and approval of Functional Testing (FT) documents, OSDs, IRDs, Task Completion Reports (TCR) and/or other project documentation as further defined in this SOW. o) Provide a facility with the required computer and audio-visual equipment for training. p) Timely completion of acceptance testing for each of the CentralSquare Subsystems. q) Timely completion of Data Categorization Worksheets, Application Reviews and, where appropriate, Content Building for the Crime Analytics application. r) CentralSquare pricing for this Project assumes that all Client supplied products and services required to support the project will be delivered according to this agreed to Statement of Work, based upon a mutually agreed upon project schedule. This timeline will require a commitment by Client staff to attend project meetings, attend training, and execute action items in a timely fashion. Should the Client find that it is unable to support the agreed to schedule, CentralSquare reserves the right to execute a mutually agreed to Project Change Order. The Change Order will make the necessary modifications to schedule and/or scope of the project and, if applicable, allow CentralSquare to recoup any additional costs which may be incurred by CentralSquare as a result of Client delays. s) The Client is responsible for providing remote connectivity to CentralSquare for the purpose of installation, configuration, testing, and troubleshooting of CentralSquare's applications at the Client site. CentralSquare's approved remote connectivity methods are described in the System Planning Document. t) Connect and configure any Third -Party hardware (such as Bar Code Scanners, Bar Code Printers, Biometric Fingerprint Scanners, and Signature Pads) to Client workstations, if these services are not explicitly sold in the System Purchase Agreement. u) The Client is responsible for the creation and ongoing maintenance of SSL certificates required for the operation of the software of on -Premise hardware that is not included with managed server solutions. This includes the tracking of expiry dates and the timely renewal of certificates. 1.5 Project Exclusions a) CentralSquare provides software applications that it develops. These applications are sold as is and are considered to be "Commercial Off the Shelf" (COTS) software packages. The functionality of these products will be based on CentralSquare's current design and functionality of these COTS products, unless otherwise indicated in the Purchase Agreement, or if applicable, CentralSquare's responses to the RFP. b) Work, software, services, hardware, Systems, Subsystems, product/software modifications, or any other deliverables not explicitly stated in the Purchase Agreement will not be included in the Project. c) Any modification to CentralSquare standard products or customizations to such products that are not explicitly stated in the Purchase Agreement are excluded from the scope of this Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 6 Overview d) Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. e) CentralSquare is not responsible for the deficiencies in the Client's internal or contracted network to support remote CAD Enterprise, Records Enterprise, Jail Enterprise or other subsystem workstations. f) CentralSquare is not responsible for the deficiencies in a Client's internal or contracted network to support some of the extended features of Mobile Enterprise and Records Enterprise products due to bandwidth or limitations in wireless coverage. g) CentralSquare is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Purchase Agreement and this SOW. h) Unless otherwise stated, this project does not include reconfiguring the data import process for Crime Analytics for a separate or replacement CAD, Records, or other source database/system after the initial configuration is initiated. i) This project does not include creation or modification of GIS data by CentralSquare staff. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 2 PROJECT DELIVERABLES 2.1 Overview of Project Deliverables This project will provide a combination of software and services that comprise the System for use by the Client's Public Safety Organization(s). The individual Subsystems to be provided comprise the overall System. The Purchase Agreement specifies the software licenses included in this Project by the quantity and environment in which licensed. This includes all Server and User Licenses, Standard and Custom Interfaces, as well as other CentralSquare tools and utilities. The Purchase Agreement for this project incorporates the following major Subsystems: a) CentralSquare CAD Enterprise (Powered by Inform) (Production, Test, and Training) o CAD Enterprise Browser o CAD Enterprise GISLink o CAD Enterprise Archive and Reporting Server o CAD Enterprise Routing Server o Caller Location Query (CLQ) b) CentralSquare Mobile Enterprise (Powered by Inform) (Production, Test, and Training) o Mobile Enterprise Magnetic Stripe Reader o Field Ops c) CentralSquare Records Enterprise (Powered by Inform) (Production, Test, and Training) o Records Enterprise Reporting Server o Records Enterprise Accident Module o Records Enterprise Evidence & Barcoding Module o Records Enterprise GIS (with CAD) d) CentralSquare Public Safety Analytics Enterprise Subsystems o Search subscription o Crime Analytics (to include Middleware, Hosted Dashboard & Subscription) o Crime Analytics Advanced Reports o CrimeMapping o Community Data Platform (CDP) e) Disaster Recovery system as described in section 2.1.1.4 of this SOW. f) System Interfaces as listed in the Appendices to this SOW Implementation of different components of the System is performed in a series of interrelated processes. Some processes can be performed concurrently while others are sequential in nature. CentralSquare has implemented process gates to ensure successful completion of tasks in the optimal order before a subsequent activity begins. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2017 CentralSquare Technologies, LLC 8 Project Deliverables The only reference for the number and type of software licenses is the Purchase Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Purchase Agreement. 2.1.1.1 Standard CentralSquare Deliverables The functionality provided by Standard CentralSquare Products, including Interfaces (the core CentralSquare and Interfaces without any Modifications) is defined by CentralSquare Standard documentation such as User and Administration Guides for CentralSquare's major Subsystems such as CAD Enterprise, Mobile Enterprise, CAD Enterprise Browser, Records Enterprise, Jail Enterprise, Search, CAD Enterprise GISLink and other Standard Software products. Standard Interface Requirement Documents (IRD) define the functionality of the Standard Interfaces. These documents are standard, published CentralSquare documents, and are not specific to a Client. Standard CentralSquare Interface Software to be delivered through this Project is identified as software licenses in the Purchase Agreement. The functionality provided by specified Standard CentralSquare Interface Software is defined by CentralSquare IRDs or other documents. Any Modification to the functionality of Standard CentralSquare within the System, or Subsystems, shall follow the Change Management Process as described in Section 5.2, Change Management Process. The scope of the Modification will be described in an OSD. Release of all Modifications to CentralSquare's Standard Interfaces will follow Subsystem release cycles (i.e., CAD Enterprise, Records Enterprise, and the like). 2.1.1.2 Contracted Modifications to Standard CentralSquare Products Any Modifications to Standard CentralSquare Products including CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise, Search, CAD Enterprise GISLink, and Standard System Interfaces that are to be delivered through this Project are listed in the Purchase Agreement. The functional scope of any Modification procured through the Purchase Agreement will be summarized in this Statement of Work and defined by an OSD for all items listed under Appendix B - Contracted Modifications to Standard CentralSquare Products for CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise, and other major CentralSquare Subsystems; and under Appendix C - Standard CentralSquare Interfaces, for modifications to Standard Interfaces. Any and all modifications or enhancements that are not explicitly listed in the Purchase Agreement or CentralSquare's responses to the RFP are not within the scope of this Project. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note: All enhancements and modifications to any of CentralSquare's Standard products (including the Interfaces) will only be released with a major version of the applicable subsystem (i.e., CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise and the like) based upon the relevance and dependency to these products. Note: Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fixproblems with, or update a computer The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 9 Project Deliverables program or its supporting data. This includes fixing security vulnerabilities and other bugs. 2.1.1.3 Contracted Custom Interface Software Custom Interfaces to be created by CentralSquare are identified as individual software licenses in the Purchase Agreement. A high-level description of the intended functionality and scope is attached as part of Appendix D - Custom CentralSquare Interfaces to this SOW. The detailed functional scope of any custom Interface procured through the Purchase Agreement will be defined by an OSD or other documents, which will be developed and delivered to the Client during the project. Any changes in the requirements documented in the System OSDs or other documents, post approval of the OSDs or other documents are subject to formal Change Order. 2.1.1.4 Disaster Recovery Environments The Disaster Recovery environment(s) for this Project is designed to address the failure of components of the server infrastructure; a failure of the primary database server at the primary server location; or a failure of the majority of the server infrastructure at the primary server location. In the event where there is a significant failure of the primary server infrastructure, the Disaster Recovery environment allows staff to connect to a Disaster Backup System located at a remote location in order to continue operations. This scenario is particularly applicable in situations that involve power and/or network outages, facility failure, and lack of access to the primary server environment. CentralSquare will provide Disaster Recovery documentation (Failover Document and Switch -Over to the Disaster Recovery Server) that describes the technology that supports on- going operation of System(s) in this situation. This is also managed through CentralSquare approved Disaster Recovery software. Failover to the Disaster Recovery system in each of above scenarios involves a number of manual and automated steps to activate CentralSquare files and configurations applicable for the Disaster Recovery System. CentralSquare will provide the necessary pre -staged files and the procedure specific to such files. Similar steps will be followed for a failback process. The Client must ensure that trained personnel are available for failover/failback and that applicable documentation is carefully followed. Additional Information is available in the System Planning Document and the CentralSquare operational manuals for Disaster Recovery Systems. Note: The Synchronization between Primary and the Disaster Recovery server requires a CentralSquare approved third -party Disaster Recovery Software. If the license for this synchronization software is not explicitly listed in the Purchase Agreement (purchased through CentralSquare) the Client is responsible for procurement of the required licenses for this software. The Purchase Agreement for this project includes the following Disaster Recovery Systems: a) CAD Enterprise b) Mobile Enterprise The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 10 Project Deliverables c) Records Enterprise d) Refer to Appendix C - Standard CentralSquare Interfaces and Appendix D - Custom CentralSquare Interfaces for the list of DR Interfaces that are included in this project 2.1.1.4.1 Disaster Backup System The Disaster Backup System provides the Client with a remotely located Backup System. Failover to the Disaster Backup system involves a number of manual and automated steps. Similar steps will be followed for a failback process. The Disaster Backup System requires applicable licenses and installation services for the Disaster Backup system, as defined in the Purchase Agreement. The Disaster Recovery site will include the core business servers for Disaster Recovery operations. Upon failover to a remote Disaster Recovery, only those subsystems that are included in the Disaster Recovery system will be available and operational. The systems that are included in a Disaster Recovery situation, including applicable interfaces must be explicitly listed in the Agreement. The Production environment subsystems such as Mobile Enterprise and Interfaces do not integrate with the Disaster Recovery CAD. Note: If the Disaster Recovery site includes additional CentralSquare Subsystems; these licenses and associated services have been specified by CentralSquare and included in the Purchase Agreement. This Project includes implementation of the following components in the remote Disaster Backup Center: a) CAD Enterprise b) Mobile Enterprise c) Records Enterprise d) Refer to Appendix C - Standard CentralSquare Interfaces and Appendix D - Custom CentralSquare Interfaces for the list of DR Interfaces that are included in this project The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 11 CentralSquare Project Roles and Responsibility 3 CENTRALSQUARE PROJECT ROLES AND RESPONSIBILITY 3.1 Overview CentralSquare will appoint a team of specialized personnel that will implement the Project under the direction of CentralSquare's Project Manager. The team will be multi -disciplinary and the team members may specialize in different products or Subsystems. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited timeframe. Any personnel changes by CentralSquare will be discussed with and agreed upon by the Client in advance. Such agreement will not be unreasonably withheld. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the CentralSquare Project Manager in order to complete the requirements of the Project. 3.2 CentralSquare Project Manager CentralSquare has appointed a CentralSquare Project Manager as the principal CentralSquare contact who will be responsible for managing CentralSquare's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Purchase Agreement. The Project Manager is also responsible for managing the Deliverables for CentralSquare's subcontractors. Each of CentralSquare's Subcontractors may appoint a Project Manager to manage their portion of the Project Deliverables and activities. However, the CentralSquare Project Manager will have the overall responsibility for coordinating all activities and supervising the progress of each sub - Project. The CentralSquare Project Manager will manage all communications between the Client and each of CentralSquare's Subcontractors. CentralSquare's Project Manager is responsible for Project scheduling and management of CentralSquare Project personnel and subcontractor/supplier resources. The Project Manager uses a standardized methodology for project implementation, project management, and risk identification and management. CentralSquare's Project Manager is responsible for Project scheduling and management of CentralSquare Project personnel and applicable Subcontractor/supplier resources, budget management, identification and management of Project risks, and communication with the Client's Project team. The CentralSquare Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities. The Project Manager will be an active participant in many of the milestone events through the course of the Project including System Orientation, OAR, and Go Live. The Project Manager will organize a bi-weekly Project status call with the Client and necessary Project team members. Additionally, the Project Manager will provide the Client with a written Project status report on a monthly basis, as further defined in this SOW. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 12 CentralSquare Project Roles and Responsibility a) Project manager shall have led implementation projects of similar Scope and Complexity as the Client project b) If at any time during this project Weld County wishes to request a replacement of resources, CentralSquare, upon agreement, will make the change within 20 business days. Replacement resource will be assigned by CentralSquare and a comprehensive handoff will take place between resources; unless the resource is no longer with the company. If they are no longer with the company the PMO or designee will work with the appropriate resource director to ensure the handoff. 3.3 Systems Engineer The Systems Engineer is responsible for two primary functions, within the scope of the Project: 1) configuration of Standard CentralSquare Interfaces (including configuration documentation); and 2) development of software requirements documentation for Custom Interfaces. The Systems Engineer will additionally participate in testing of each of these Subsystems. In some cases, Development Engineers may perform the role of the Systems Engineer for specialized interfaces, particularly for Records Enterprise and Jail Enterprise interfaces. 3.4 CAD Enterprise Business Analyst The CAD Enterprise Business Analyst is responsible for the configuration of the CAD based on the Client's system requirements, business rules, configuration data, and reporting needs. The Business Analyst will provide consultation services to the Client with regard to the configuration and operation of CAD. The CAD Enterprise Business Analyst is also responsible for conducting the CAD System Orientation, Operational and Administrative Review (OAR), assisting with Pre -Go Live Acceptance Testing and providing consulting support throughout the Project implementation life cycle. After the completion of the OAR session, ownership for continued Code File configuration and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's CAD system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in bi-weekly Project status calls, as needed. 3.5 Mobile Enterprise Business Analyst The Mobile Enterprise Business Analyst is responsible for the configuration of the Mobile Enterprise based on the Client's system requirements and the dispatch and field users' operations. The Business Analyst will provide consultation services to the Client with regard to the configuration and operation of Mobile Enterprise. The Mobile Enterprise Business Analyst is also responsible for conducting the Mobile Enterprise System Orientation, assisting with Pre -Go Live Acceptance Testing, delivery of Train the Trainer and Mobile Enterprise Administration Class, as well as providing consulting support throughout the Project implementation life cycle. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 13 CentralSquare Project Roles and Responsibility 3.6 GIS Analyst As part of the implementation team, CentralSquare utilizes a GIS Analyst that specializes in geographical Information technology. The GIS Analyst is responsible for 1) performing an analysis regarding the Client's GIS source data; 2) consultation services regarding converting the GIS source data for use in CAD Enterprise, Mobile Enterprise, and Records Enterprise; 3) providing training for applicable CentralSquare GIS tools as included in the Purchase Agreement; 4) preparing the one-time GIS data configuration for the Inform Product Suite. 3.7 Crime Analytics Implementation Specialist The Crime Analytics Implementation Specialist specializes in GIS (Geographic Information Systems), ETL (Extract, Transform, Load) data processes, and public safety analysis. This individual is responsible for assisting with software installation and configuration, assessing GIS and other data, configuring the SQL, geocoding, and ETL middleware interfaces, configuring the end user application, and training administrators and users. The Crime Analytics Implementation Specialist will also coordinate deployment/installation of web applications and provide guidance on server and web configurations related to those applications. 3.8 Records Enterprise Business Analyst Records Enterprise Business Analyst(s) participate in various activities throughout the implementation of each of these Subsystems. They are primarily responsible for conducting the System Orientation with the Client to observe and evaluate the Client's current business practices and make recommendations for improving efficiency and areas that need to be reviewed. They also conduct the Operational and Administrative Review for Records, Administration Training, assist the Client through Functional Testing for Records, and provide consulting support throughout the Project implementation life cycle. After the completion of the Records Administration & Review training session, ownership for continued system build and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in bi-weekly Project status calls, as needed. 3.9 Training Specialist Training for CentralSquare applications is provided by CentralSquare Training Specialists. Training staff for other products and functions will vary by the type of product and training proposed. This process is described in greater detail in the training sections of this document, related to each of these products. 3.10Client Installation Services Team CentralSquare's Client Installation Services (CIS) team is responsible for installation and integration of CentralSquare onto the system hardware that is identified for this Project. This team The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 14 CentralSquare Project Roles and Responsibility works closely with the Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. This process is described in greater detail in Section 7.2, System Installation of the SOW. 3.11 Customer Services Group Client service functions and technical support for the Client's System during the Project is coordinated by the CentralSquare Project Manager. After Go Live, CentralSquare's Customer Services Group is responsible for providing on -going support for the Client's System as defined in the Purchase Agreement and the Software Support Agreement. 3.12 Account Manager The Account Manager is an important resource to the Client throughout the life of their System. The Account Manager will be the primary contact and liaison for non -technical support issues, system changes and billing questions. They provide support for general Client service requests, manage requests for new software and services, and provide assistance with planning technology upgrades post System Go Live. Having the Account Manager participate as a key Project member provides an enhanced level of continuity for the Client as they continue their relationship with CentralSquare. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 15 Recommended Client Roles and Responsibilities 4 RECOMMENDED CLIENT ROLES AND RESPONSIBILITIES 4.1 Overview Implementation of the Subsystems in a manner that meets the Client's operational needs requires collaboration with the Client's team. In general, the Client's Project team should include staff experienced in the operation and administration of the Client's current public safety technology systems as applicable to the scope of this project. Such teams may include representatives from the CAD Enterprise, Mobile Enterprise, and Records Enterprise users and stakeholders. These "subject matter experts" need to be engaged through the course of the Project from initiation until live operations, and may be involved in the support and maintenance of the System and Subsystems after Go Live. These recommendations do not speak to specific positions. Rather, this information defines specific responsibilities and estimated time commitment. The Client may elect to create individual positions, combine responsibilities, and/or assign responsibilities within their current organizational structure. The Client needs to periodically assess its staffing needs based on changes in the Client's operational use of this technology. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented and the number of Subsystems. In addition, it is recommended that the Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of the Client's System to include the technical and business processes. The application Administrators (CAD Enterprise, Mobile Enterprise, Records Enterprise), as well as the System Administrator, are very key to the success of the Project. It is paramount that the Client develops this team during the implementation process so that the Client successfully achieves a degree of self-reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. 4.2 Project Manager The Client's Project Manager is the principal Client contact who will manage a team of Client Project personnel. The Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, timely approval and processing of invoices, review and approval of Task Completion Reports ("TCRs"), Project management plans, applicable configuration sheets, OSDs and IRDs, approval of the Project documentation and FT, and management of the Client's staff. Additionally the Client's Project Manager is responsible for coordinating the efforts, activities, and communications between CentralSquare and third -party vendors that are not CentralSquare Subcontractors, as well as any deliverables from these vendors to the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 16 Recommended Client Roles and Responsibilities 4.3 System Administrator The Client's System Administrator is the individual primarily responsible for managing the technical back -end of the System components, including Windows, SQL Server, network, hardware, data back-ups and log management. This individual is the primary technical point of contact representing the Client. As identified in the Purchase Agreement and the Software Support Agreement, following the initial system installation, administration, and support for hardware (including the software operating system) and network components are the responsibility of the Client. The Client needs to plan for support and maintenance through the development of Client resources, other departments within the Client's organization, or by contracting for such services. The Client should establish procedures for managing warranty service of hardware. Activities for this position include 1) management of Microsoft Windows Operating System including patches and service packs; 2) management of Microsoft SQL Server including patches and service packs; 3) implementation of software prerequisites (in accordance with CentralSquare Documentation) on computers as needed for current operations and System upgrades; 4) monitoring, management and maintenance of the Client's network including LANs, WANs, wireless networks, security accounts and support connectivity (in accordance with CentralSquare Documentation); 5) hardware maintenance and troubleshooting; file and data back-ups and software and error log management; and 6) creation, maintenance and renewal of certificates of on -Premise systems. Time commitment will vary with the number of computers on the system, the complexity of the network (including the use of a WAN) and the number of personnel to be managed in network access. If the System LAN is connected to the Client's administrative LAN/WAN1, coordination will be important to avoid problems with the Client's network traffic. Personnel involved in System Administration should attend the applicable CentralSquare System Administrator Course(s). Where a large team is involved, a core team should attend a System Administrator Course and then the Client's System Administration team should conduct a smaller version of the training for local staff. 4.4 CAD Enterprise Administrator The Client's CAD Enterprise Administrator is the individual primarily responsible for managing the CAD Enterprise application software settings to ensure efficient operation. This individual is the primary CAD configuration point of contact representing the Client. Activities include CentralSquare setup, assignment, and management of CentralSquare modular security, maintenance of the Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. Within the Multi -Agency environment, separate CAD administration staff may be required to manage the components used by each operation - under the direction of an overall System -Wide CAD Administrator. Any personnel involved in CAD administration should participate in the OAR session so they are prepared to maintain the CAD Code Files post OAR. The CAD Administrator should additionally attend CAD Enterprise User Training. 4.5 Mobile Enterprise Administrator The Client Mobile Enterprise Administrator must possess a set of skills necessary to support the Client's implementation of the Mobile System. The Mobile Enterprise Administrator will be 1 CentralSquare recommends a dedicated LAN for CAD as documented in the System Planning Document. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 17 Recommended Client Roles and Responsibilities responsible setting up and maintaining the users, and vehicles as well as minor configuration changes to the Mobile Enterprise product. The desired administrator should possess a working knowledge of: a) HTMUXML, CSS, and JavaScript. b) SQL, especially views, stored procedures, and database schema. c) Standard GPS protocol (TAIP and NMEA). d) The Mobile Enterprise Administrator should attend the Mobile Enterprise Train -the -Trainer course and the Mobile Enterprise Administration course. e) This individual should work closely with the System Administrator in order to manage file and data back-ups and System administration of the hardware and network. 4.6 Records Enterprise Administrator The Records Enterprise Administrator will have the responsibilities for the implementation, configuration, and maintenance of CentralSquare's Records Enterprise. This person or persons will be engaged in the implementation of the CentralSquare's Records Enterprise, and will participate in making decisions as it relates to implementing the CentralSquare's Records Enterprise. Records Enterprise Administrator will attend the Records Enterprise Workshops throughout the course of the Project. This person should have a comprehensive understanding of the internal structure and workflow of Records Enterprise, departmental policies and procedures as well as how the records department interacts with dispatch and field operations personnel. The Records Enterprise Administrator will be responsible for building and maintaining the Records templates, workflows and code tables. Additional activities include CentralSquare setup, assignment, and management of the agency specific Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. Within the Multi -Agency environment, separate local Records administration staff may be required to manage the components used by each Agency - under the direction of an overall Central Records Administrator. Any personnel involved in Records administration should participate in the Records workshops so they are prepared to maintain Records Enterprise. 4.7 Records Enterprise Output Designer Administrator The Records Enterprise Output Designer Administrator will have the responsibilities for creating custom form outputs within Records using Microsoft SQL Server Reporting Services (SSRS), which can be accessed from the Records Enterprise Web UI Data Entry Templates. Using the Records Enterprise Output Designer application utility, the administrator will learn to generate a dataset based on the Records Enterprise Module template, utilizing SSRS to customize the output based off a pre -defined default output report. This administrator will be responsible for configuring the templates to use the custom form output within the Records Enterprise Web Data Entry Designer tool in conjunction with the Records Enterprise Administrator. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 18 Recommended Client Roles and Responsibilities This is an advanced role and the resource should have prior working experience using SSRS. CentralSquare will not provide training on SSRS. This resource will also need to be familiar with the Records Enterprise Templates as designed by the Records Enterprise Administrator. 4.8 GIS Analyst The GIS Analyst is responsible for the mapping components required for CAD Enterprise, Mobile Enterprise, Records Enterprise, and Crime Analytics. Activities include providing the initial GIS files to CentralSquare for analysis. The GIS Analyst will be responsible for updating the CAD Enterprise and Mobile Enterprise Streets data using GIS Link, and working with CentralSquare's GIS Analyst to implement mapping components for Records Enterprise and Crime Analytics. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation workload is based upon the number and type of GIS data edits that will be necessary for the local operations. This person (or group of people) should attend GISLink training and Crime Analytics Dashboard Training. 4.9 CAD Enterprise/Records Enterprise Supervisors Input from the Users/Supervisors is important to ensure that the configuration settings approved by the Client's team will be perceived as usable by users of the each of the Subsystems. These Users/Supervisors should participate in meetings defining and evaluating the requirements and configuration of their respective products, such as System Orientation and Administration Training. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation should be maintenance only. These personnel should attend the applicable User trainings. 4.10Subject Matter Experts Input from subject matter experts in all applicable areas (CAD Enterprise, Mobile Enterprise, Records Enterprise, and each of the Interfaces and external Systems that integrate with CentralSquare Systems) is essential to successful implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. For Standard and Custom Interfaces, subject matter experts may be from the Client Agency, and third -party vendors. If the vendors are not CentralSquare Subcontractors, the Client will be responsible for engaging them in necessary discussions and documentation of the requirements. The Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 19 Recommended Client Roles and Responsibilities 4.11 Application Trainers A team of trainers is needed for training the Client staff on CentralSquare on an on -going basis. Trainers will be responsible for reading CentralSquare release notes and maintaining an understanding of new and existing features. The Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses. 4.12 Crime Analytics Dashboard Administrator The Crime Analytics Dashboard Administrator(s) will be responsible for the management of the application, including users, permissions, and organization, as well as coordinating or providing any ongoing internal user training. This person or persons will be engaged in the implementation of the system and will participate in making decisions relating to its configuration. The Dashboard Administrator will attend all of the WorkshopsfTrainings as purchased throughout the Purchase Agreement. This person should have a general understanding of the Client's internal structure and workflow. 4.13 Crime Analytics Dashboard Designer The Crime Analytics Dashboard Designer(s) will have the responsibilities for creating and managing the application content (Widgets, Pages, Alerts, Queries on Demand, etc.) and may also be the Dashboard Administrator. The Dashboard Designer will attend all of the Workshops as purchased throughout the Purchase Agreement. This person should have a comprehensive understanding of the analytical needs of the department or the user group they represent. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 20 5 PROJECT CONTROLLING PROCESSES 5.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management plans. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication. This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, CentralSquare utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to measure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Therefore, CentralSquare's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs will delay the start and completion of the Interface development work, which may ultimately have an impact on the projected Go Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go Lives. As part of the Project controlling process, upon completion of significant milestones and or tasks, CentralSquare will submit a Task Completion Report ("TCR") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to the Client by CentralSquare's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Purchase Agreement. Upon execution of a TCR that is tied to a Project payment milestone, the Client will The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2017 CentralSquare Technologies, LLC 21 Project Controlling Processes receive an invoice from CentralSquare's Accounting Department which must be paid based on the terms and conditions of the Purchase Agreement. As the Prime Contractor, CentralSquare is responsible for processing TCRs for all Subcontractor activities, under the Contract. The TCR will include the following information: a) Description of Work performed and products delivered. b) Comments noting any special circumstances. c) Product/Service deliverables listing the contract line items that are being recognized as delivered and will be invoiced. d) Related Payment Terms in accordance with the Purchase Agreement, for contract line items that will be invoiced relative to the TCR. 5.1.1 CentralSquare Responsibilities a) CentralSquare will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) The TCR will cite the appropriate SOW reference. c) TCRs that trigger a payment will include the payment amount in accordance with the Purchase Agreement payment schedule. 5.1.2 Client Responsibilities a) Client will review and approve TCRs within a five (5) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that Client disagrees with a TCR, Client shall submit to CentralSquare a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Purchase Agreement or this SOW. Such notification from the Client shall be provided to the CentralSquare Project Manager within five (5) business days of receipt of the TCR. 5.2 Change Management Process Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Purchase Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Purchase Agreement and related attachments. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, CentralSquare and Client's identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 22 Project Controlling Processes A Project Change Order will be the vehicle for communicating and approval of the changes. Whether initiated by the Client or CentralSquare, all Change Orders will be documented by the CentralSquare Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Purchase Agreement for this SOW. All Change Orders must go through the CentralSquare's internal approval process before they can be presented to the Client for review and approval. Once the Change Order is generated, the Client Project Manager and CentralSquare Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Change Order by both parties. Upon the approval by both parties the Change Order will be authorized for implementation. The creation of some Change Orders may, depending upon the scope of the requested change, require fees in order for CentralSquare to properly investigate and scope of the requested change. If additional fees are required by CentralSquare to create a Change Order, those fees will be identified and communicated to the Client Project Manager prior to CentralSquare's investigation of the requested change. In such situations, CentralSquare will only proceed with the investigation required to create the Change Order if the Client has agreed to pay the additional fees associated with creation of the Change Order. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. It must be noted that the later in the Project that a change is requested, the greater the likely impact in terms of costs, risks, and timescale. It is recommended that the Client not delay any review activity as it is a best practice to discover potential changes as early as possible. In some cases, it may be more appropriate to plan modifications for post Go Live delivery. 5.2.1 CentralSquare Responsibilities a) Change Orders will be prepared for submission to the Client when required. b) Where Project changes require Engineering -level modifications, CentralSquare will perform requirements capture necessary to prepare required documentation including a high level description of the change for Client review and approval. C) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 5.2.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Purchase Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to CAD, Mobile, Records , Interfaces, or any other Subsystems that will require a change order. This process may also include participation with the requirements process. c) Client will approve and process Change Orders in a timely manner. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 23 Project Controlling Processes 5.3 Project Reporting CentralSquare will provide Monthly Status Reports advising the Client Project Manager and key Client Project Stakeholders of the progress and status of project activities. This report will include the significant accomplishments, planned activities, issues, and potential risks associated with CentralSquare and CentralSquare's Subcontractors' Deliverables. The Project Status Reports will include the following: a) Accomplishments during the Reporting Period. b) Planned upcoming activities. c) Issues. d) Risks. e) Key Action Items. In addition, the CentralSquare Project Manager will hold bi-weekly status meetings/conference calls to update the Client on the status of the Project and key action items and deliverables. CentralSquare will provide an updated Project Schedule advising the Client Project Manager of the progress of project activities. The Project Schedule may be lacking the detailed tasks for the Client team, and the Client may add such tasks, owners, and durations to the Project in collaboration with CentralSquare Project Manager. The Project Schedule will consist of the following: a) Major Tasks. b) Task Responsibility. c) Task Duration. d) Major Milestones. e) Tasks Completed. f) Tasks in Progress. 5.3.1 CentralSquare Responsibilities a) Provide a written report of Project status once a month. b) Track issues and action items to closure. The Client will be periodically provided with updated copies c) Conduct status meetings/conference calls every two weeks. d) Maintain an up-to-date Project Schedule. 5.3.2 Client Responsibilities a) Review the written report of Project status and provide feedback within five (5) business days in order to ensure that the documentation is correct. b) Participate in Project status meetings. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 24 Project Controlling Processes c) Ensure participation of personnel in tasks and meetings. 5.4 Document Review In the course of the Project, CentralSquare will deliver several documents to the Client for review. These documents will include but are not limited to the Pre -Go Live Acceptance Test Procedure, Project Schedule, OAR trip report, OSD, Training Material and Interface Requirement Documents for the Project. Approved documents are returned to the CentralSquare Project Manager. All documents will be provided in electronic (soft copy). If Client desires printed (hard copy) documentation, it is their responsibility to print and bind the desire copies. The CentralSquare Project Manager will retain a copy and provide Client with a copy. Should the Client find any document unacceptable, the Client must provide specific reasons in writing to the CentralSquare Project Manager. CentralSquare can then assess any required corrective measures and make revisions or modifications to provide acceptable documents within a mutually satisfactory timeframe. Status Reports are not subject to approval. In order to ensure compliance with the Project Implementation Schedule, the Client is responsible for the review of such documents and providing any comments to CentralSquare within five (5) business days. 5.4.1.1 Documents Subject to Client Approval a) Change Orders b) Operational Scenario Documents (OSD) C) Application Configuration Sheet d) Pre -Go Live Functional Test Procedure documents e) Task Completion Reports 5.4.1.2 Documents Subject to Client Review not Requiring Approval a) Project Schedule b) Note: The Project Schedule and any changes hereto are to be mutually agreed upon between the Client and CentralSquare. c) Project Status Reports d) OAR Trip Reports for CAD Enterprise and Records Enterprise e) Interface Requirements Documents (IRD) 5.4.2 CentralSquare Responsibilities a) Distribute the documents to the Client. b) Coordinate the process to consolidate comments and edit documents. c) Manage the signoff process for applicable documents and the distribution of originals to the Client and CentralSquare for filing. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 25 Project Controlling Processes 5.4.3 Client Responsibilities a) Review the documents presented and provide the appropriate information back to CentralSquare within five (5) business days for configuration sheets, Change Orders and/or Sales Orders. b) Review the documents presented and provide the appropriate information back to CentralSquare within ten (10) business days for requirements documents defined above. Unless unanticipated changes to the Project Schedule would warrant a shortened turn around. 5.5 Third -Party Management CentralSquare will be responsible for the management of third parties that have been identified as Subcontractors or executed Change Orders to the Purchase Agreement. The identified CentralSquare Subcontractors under the Contract are the following: a) To be identified during contract negotiations As part of the Subcontractor agreement, all communications between those third parties and the Client will be managed by CentralSquare. Any communication directly between the Client and third parties that may require or imply the promise of a material change in scope or responsibilities will not be acknowledged by CentralSquare unless an appropriate Change Order has been prepared. Conversely, the Client will be responsible for the management of third parties that CentralSquare is not responsible for. The Client will be responsible for the facilitation of discussions and the acquisition of materials from those third parties that are necessary for the configuration and development of the Client's System. 5.5.1 CentralSquare Responsibilities a) Assume responsibility for third parties that are the responsibility of CentralSquare within the terms of the Purchase Agreement between CentralSquare and the Client. b) Process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Inform the Client when configuration and or programming will require interaction and/or documentation from a third -party which is not the responsibility of CentralSquare under the Purchase Agreement between CentralSquare and the Client. 5.5.2 Client Responsibilities a) Work directly through CentralSquare with regard to third parties that are the responsibility of CentralSquare. b) Review, sign and process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Facilitate interaction between CentralSquare and third parties not the responsibility of CentralSquare to include conference calls, answers to questions and documentation as requested. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 26 Project Initiation and Planning 6 PROJECT INITIATION AND PLANNING 6.1 Overview Project Initiation and Planning involves gathering the necessary Project specific information in order to produce a Project Management Plan and a Project Schedule. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchange between the Client and CentralSquare during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stakeholders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and a baseline Project Schedule. The project must be managed in a manner that will allow for the adjusting the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are successfully completed and as the Project nears Go Live and Project completion. Note: The Project Schedule is a living document, subject to change during the course of the Project due to several factors such as change in Project scope, scheduling conflicts, delay in approving project documents, resource availability, etc. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a published schedule upon approval from the Client and CentralSquare. 6.1.1 CentralSquare Responsibilities a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as Standard IRDs, System Planning Document, etc.) c) Review and finalize the SOW with the Client. d) Identify and engage the CentralSquare Project team responsible for carrying out Project Execution. e) In collaboration with the Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). f) Baseline the Project Schedule. g) Prepare and submit the TCRs for Client acceptance of the Project Management Plan as defined above. h) Develop and submit invoice for payment due at execution of the Purchase Agreement. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 27 Project Initiation and Planning 6.1.1.1 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. b) Identify and engage the Client's Project team. c) Review and comment on the CentralSquare Project Management Plan and the Project Schedule. d) Review and comment on CentralSquare provided documentation to support Initiation activities. e) Finalize and approve the SOW with CentralSquare. f) Approve the TCRs for the Project Management Plan within 5 business days. 6.1.2 Project Kick Off During the planning phase, the CentralSquare Project Manager will hold a Kick -Off meeting with the Client's Project team. During the Kick -Off meeting, the CentralSquare Project Manager will provide an overview of the following: a) The CentralSquare Execution Process. b) A high level description of Project Deliverables. c) Roles and responsibilities for the Project team members. d) A high level review of the preliminary Project Schedule including projected Project milestones and checkpoints. e) Describe the work that has been either completed, is in progress or is due to begin within the immediate future. f) Review any project related questions from the Client's team. Note that separate kick-offs may be conducted before initiating the activities for each of the subcontractors. These follow up kick-off meetings may be conducted over the phone and involve a small group of individuals who will be involved in the implementation of that specific system. 6.1.2.1 CentralSquare Responsibilities a) Prepare the agenda and set a date for the Kick -Off that is convenient to the Client and CentralSquare Team. b) Distribute any documents that the Client should review in advance of the Kick -Off meeting. c) Conduct the Kick -Off meeting. 6.1.2.2 Client Responsibilities a) Work with the CentralSquare Project Manager to facilitate scheduling a date for the Kick -Off meeting. b) Schedule the appropriate personnel from the Client's team to attend. This should also include key stakeholders that may not participate routinely in Project operations, but who have authority or responsibility over the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 28 Project Initiation and Planning c) Provide adequate accommodations to include adequate seating and audio-visual equipment including a projector(s), screen, and whiteboard. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 29 7 PROJECT EXECUTION 7.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of: 1) a review of Deliverable documents; 2) Development, configuration, Installation and testing of software and hardware deliverables, and 3) Delivery of Project related services such as Project related training. These processes are iterative in nature with a number of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. 7.2 System Installation (CAD Enterprise, Mobile Enterprise, Records Enterprise, and Interfaces) System installation is one of the early processes in the Project implementation phase, and has a significant impact on and critical dependency on a number of key activities. All tasks and activities related to System Installation are included in this section and will occur in the order presented. Note that other project activities can occur concurrently or between these steps. 7.2.1 Review Hardware Specifications CentralSquare and Client will review the specifications to ensure that the correct hardware and third -party software components are procured and installed. CentralSquare will only be responsible for procurement of the hardware and third -party software that is explicitly listed under the Agreement as CentralSquare Deliverables or Deliverables of CentralSquare's Subcontractors. 7.2.1.1 CentralSquare Responsibilities a) Provide hardware and Third -party specifications to Client. 7.2.1.2 Client Responsibilities a) Review and validate hardware and Third -party specifications. 7.2.2 Hardware and Equipment Procurement Process CentralSquare and Client will procure hardware, third -party software, and equipment per CentralSquare's recommended Specifications. CentralSquare is only responsible for procurement of the hardware and third -party software that is identified as CentralSquare Deliverables in the Purchase Agreement. If the hardware and third -party software is procured by the Client, it is the Client's responsibility to procure the required equipment based on CentralSquare approved specifications, and to ensure the timely delivery of the hardware and third -party software to the site to allow timely implementation of the System and Subsystems. Where the Client is responsible for procuring the server hardware, the Client will be responsible for completing the following steps: The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2017 CentralSquare Technologies, LLC 30 Project Execution a) Fully configuring the servers with cores, memory, and disks. b) Loading VMware and Microsoft Windows. c) Partitioning disk drives partitioned and the implementing applicable Raid level based upon CentralSquare documentation. d) Assigning the computer name and IP address based upon CentralSquare documentation. e) Creating the SSL Certificates needed for each server which requires one based upon CentralSquare documentation f) Providing the media and licenses for SQL Server in a location accessible by the servers. 7.2.3 Hardware Staging and Preparation for Installation The Client will be performing basic server integration for all servers. Basic server integration includes placing the servers in the racks, joining them to the existing domain, with the Domain Controller in place, running the CentralSquare pre -requisite DVD on CAD Enterprise and Mobile Enterprise servers, and establishing remote connectivity capability (VPN and Remote Desktop, or Bomgar) for authorized CentralSquare personnel to perform configuration. These activities will be coordinated between CentralSquare and the Client IT staff. Guidance will be provided by CentralSquare's Client Installation Services (CIS) team as required. If the Client is not willing to complete the basic server integration, this task may be performed by CentralSquare or CentralSquare's Subcontractors at additional cost. In order to start configuration, the Client must provide remote connectivity to CentralSquare. The Client must also provide the server names, IP addresses, Administrator Account Information (User Name, Password), Services Account Information, and the location of 3rd Party Software media (such as SQL). An Installation Service Request (ISR) will be provided to the Client that organizes this information in to the CentralSquare preferred format. The Client is responsible for providing the completed ISR to CentralSquare no later than two (2) weeks prior to the installation activities. The Client is responsible for ensuring that the site is prepared and ready for the installation of hardware, third -party software, and CentralSquare as detailed in CentralSquare's documentation including the System Planning Document no later than two (2) weeks prior to the scheduled Installation date. Delay in providing this information in its complete form will result in a delay in the Installation and the activities that follow installation of the System. At least one (1) week prior to installation, a member of the CentralSquare CIS team will verify: (1) connectivity to the Client site via VPN escorted access, (2) connectivity to each of the servers, and (3) escorted access to all required security accounts. If the servers, accounts and connectivity are not ready the Project may be rescheduled, which may have an impact on the overall Project timelines. 7.2.4 CentralSquare Responsibilities a) Provide the System Planning Document. b) Facilitate a hardware review prior to hardware/OS procurement. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 31 Project Execution c) Procure equipment and third -party software if included in the Purchase Agreement as a CentralSquare deliverable. d) Provide guidance and assistance as necessary if the system equipment is procured by the Client. e) Distribute the Installation Service Request (ISR) document to the Client. f) Assist the Client in completing the ISR. g) Review the completed ISR prior to the installation. h) Test the remote connectivity to the site prior to installation of the hardware and software. i) Install the Microsoft SQL software. j) Prepare and submit a TCR for Client review and approval upon completion of these activities. 7.2.4.1 Client Responsibilities a) Complete the Installation Service Request (ISR) document and provide to CentralSquare. b) Prepare a network diagram and provide to CentralSquare. c) Perform site preparation, as specified in the System Planning Document and ISR. d) Assign the computer name(s) and IP address(es) based upon CentralSquare documentation. e) Establish remote connectivity capability (VPN and Remote Desktop, or Bomgar) for authorized CentralSquare personnel to perform software installation and configuration. f) Run CentralSquare Pre -Requisite DVD on all applicable Inform servers prior to any installation work being performed. Provide all horizontal and vertical cable runs, pathways, coring, access points, floor cutting or drilling, and related tasks related to cable and equipment installation. h) Provide all Client -supplied telephone, external interface connection points, electrical power and other receptacles within manufacturer recommended distance of the equipment and all peripheral components. i) Provide and install all data communication lines, modems, hubs and routers, cabling, equipment and other components necessary for system operation and maintenance and for remote sites and connection to other systems. All lines will be clearly identified and tested. j) Provide TCP/IP communications and connection to the hub equipment provided in support for any existing networks, workstations and printers that are to have access to the CentralSquare applications. k) Obtain all necessary IP addresses and schemes. I) Allow remote access to CentralSquare to all development and system "root" accounts on all servers running CentralSquare licensed Software. m) Procure equipment and third -party software if it is the responsibility of the Client according to the Purchase Agreement. g) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 32 Project Execution n) Install operating system software, perform Windows Genuine Advantage validation, and install all Windows Updates for Client procured hardware unless the service is specified as a CentralSquare responsibility in the Purchase Agreement. o) Perform basic server integration including, but not limited to: o Installation of servers in applicable racks. o Joining servers to the existing domain with the domain controller in place. o If applicable, install and setup of the VM environment. p) Provide CentralSquare with all necessary configuration documentation which includes machine naming, IP addresses, Administrator Account information, Service(s) Account information, naming convention, and connectivity as prescribed. q) Provide CentralSquare with a high-level network diagram. The diagram should be provided prior to CentralSquare installation. r) Install all peripheral equipment, including scanners, printers, barcode readers, etc. s) Create and maintain SSL certificates for the servers which require them, per CentralSquare documentation. t) Approve the applicable TCR. 7.2.5 Basic Server preparation and Network Services Performing the services listed in this section is a responsibility of the Client. If these services are explicitly included in the Purchase Agreement, CentralSquare or a CentralSquare Subcontractor will implement 3rd party software and/or hardware solutions based upon the following task list. These solutions can include but is not limited to, SAN, Citrix, VMware, and Domain Controller configurations. These services can be performed on site or remotely via a VPN connection. These services will be performed at additional cost to the Client and are not included in CentralSquare's standard installation services. 7.2.5.1 Client Responsibilities a) Provide the facility suitable to house Server hardware and network infrastructure. b) Have a member of the Client's IT staff available while software/network configuration is being performed. c) When deploying a SAN, configure the applicable RAID configuration, create the LUN(s) and present them to the physical or virtual servers. d) When deploying a Citrix Server, CentralSquare or a CentralSquare Subcontractor will install Citrix Web Services server (if not already deployed at the client site), Microsoft Terminal Services server (if not already deployed at the client site), Citrix XenApp Server, publish the CAD Enterprise Application, Citrix client installation as outlined in the agreement. e) If the VM servers are not procured through CentralSquare, the Client is responsible for building individual servers. f) When deploying a VMware solution, install the VMware operating system, connect physical host servers to a SAN if applicable, configure vCenter, create a VM Template for Interfaces The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 33 Project Execution g) and business servers, and configure vMotion and High Availability (HA) if applicable. The Client is also responsible for building individual VM servers. If required, deploy the Domain Controller by adding the member server to an existing Domain or create a new Domain, promote the member server to Domain Controller, enable and configure DNS, enable and configure DHCP if required. h) Create domain account(s) for CentralSquare's remote support connectivity and access so that CentralSquare can assist Client with installation and ongoing maintenance i) Perform all necessary network configurations, to include but not limited to determining the network design routing protocols, subnet mask, redundancy, router and switch configuration. j) Create Networking/Server documentation to illustrate intended configuration. Note: VMware, vMotion and HA require a SAN or a way to present shared storage to the physical host servers in a VMware virtual farm. Note: Network and Server security are always a responsibility of the client. 7.2.6 System Installation Once CentralSquare and the Client have prepared the site based on CentralSquare documentation, to include the System Planning Document and the applicable ISR form is completed, a CentralSquare Client Installation Services specialist will perform the CentralSquare installation services. These services will be performed remotely, unless otherwise specified in the Purchase Agreement, and include installation of the contracted CentralSquare products on the quantity of servers and workstations as specified in the Purchase Agreement. These installation activities will be coordinated between CentralSquare and the Client. Note 1: All SQL server licenses will be installed by CentralSquare. The Client is responsible for making the media and license keys available to CentralSquare for the installation. Note 2: The Installation services for different components of the System may be performed at different times, based on the implementation and deployment timelines for each Subsystem. Note 3: The scope of installation services and the number of servers and workstations to be installed and configured by CentralSquare is limited to the servers and workstations that have been explicitly listed in the Purchase Agreement. If the Client has been granted Site Licensing for selected CentralSquare, CentralSquare is only responsible for the initial installation services, and installation of additional servers will be subject to additional charges. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 34 Project Execution Note 4: If Client does not follow the processes and procedures detailed in the CentralSquare System Planning Document and this results in a need for reinstallation of the hardware or software, the reinstallation effort will be performed at additional cost to the Client If determined to be as a result of a significant process and procedural oversight deviating from the System Planning Document. Note 5: ' At CentralSquare's discretion, CentralSquare may perform installation activities for certain components of the system onsite. The following pre -requisites must be in place prior to the start of CentralSquare installation: a) Site preparation is complete as outlined in the sections above. b) Hardware has been installed at Client site. c) Client has provided CentralSquare with remote connectivity to all applicable servers. d) All SSL Certificates required for operation must be created per CentralSquare documentation. e) Client had provided CentralSquare all relevant documentation as outlined in the sections above to include licensing keys, IP addresses, username/passwords, and the completed ISR. 7.2.6.1 CentralSquare Responsibilities a) Install and configure Microsoft SQL to operate with each of the applicable CentralSquare product(s). b) Install Citrix Web Services server (if not already deployed at the client site), Microsoft Terminal Services server (if not already deployed at the client site), Citrix XenApp Server, publish the CAD Enterprise Application, Citrix client installation as outlined in the Contract. c) Configure the System servers in the applicable environments (Production, Test, Training, and Disaster Backup environments, if provisioned by the Purchase Agreement). d) Install and configure the applicable CentralSquare system(s), such as CAD Enterprise, Records Enterprise, and Mobile Enterprise on the designated servers and applicable environments as specified in the Purchase Agreement. e) Provide verbal support to the Client with self -installation procedures for the workstations using the CentralSquare provided Prerequisite Installation DVD and applicable Launch configurations. f) If applicable, create data dumps for Microsoft SQL database backups (as a backup for Records Enterprise databases). After completion of the initial installation and configuration of each major System (such as CAD Enterprise and Records Enterprise servers), a member of Technical Services team provides a technical hand-off to designated staff from the Client's information Technology team via a conference call. The following major topics will be discussed during this technical hand-off: g) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 35 Project Execution o Proper procedures for performing System Backups: • File Structure — Inclusions and exclusions • Databases • Moving Backups to media h) Proper procedures for refreshing Test/Training system (and related documentation) i) Approved configuration and use of Virus Scan software j) Approved procedure for application of Windows updates k) System Upgrade process and procedures I) Support Website and CentralSquare list server access m) Managing/Reviewing system logs (CAD, SQL and Event Logs) n) Prepare and submit a TCR upon completion of the installation tasks and activities. 7.2.6.2 Client Responsibilities a) Allocate appropriate onsite Project personnel to support CentralSquare personnel during configuration tasks as necessary and designate a primary point of contact to be available to address and answer questions that arise during the installation of the baseline application software. Appropriate Client personnel include the necessary IT personnel and database administrator(s) as needed during installation. b) Complete the configuration of workstations (after the installation of the limited number of workstations by CentralSquare) using the Prerequisite Installation DVD and applicable Launch configurations. c) Put in place CentralSquare's recommended backup procedures as outlined in the System Planning Document and ensure backup procedures are consistently followed beginning at the completion of this task. d) Install and configure virus scanning software as outlined in the System Planning Document. e) Provide SSL Security Certificates for all CentralSquare web -enabled applications that require a certificate, configured per CentralSquare documentation. f) After completion of the initial installation and configuration of System servers, the Client will be responsible for maintaining the System based on CentralSquare System Document, and the technical hand-off from CentralSquare Technical Services department. Specifically, the Client's IT staff is responsible completing the following activates related to Inform Subsystem servers: o Updating Training/Test Systems with fresh data (from Production) as needed o Continued updating and monitoring of virus scan software o Application of Windows updates o Following the procedures for System Upgrade o Managing/Reviewing system logs (SQL and Event Logs) o Management of Microsoft and other Third -party Software include patch applications and upgrades as needed for new Subsystem versions. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 36 Project Execution o Deployment and use of the Prerequisite Installation DVD for Subsystem upgrades as required. g) Review and approve the applicable TCRs. 7.3 Implementation of CAD Enterprise CAD Enterprise is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for CAD Enterprise. 7.3.1 CAD Enterprise System Orientation The CAD Enterprise System Orientation is conducted at the Client's site and led by a CentralSquare Business Analyst. The CAD Enterprise System Orientation is a Business Process Review of the Client's operations. This System Orientation can be conducted in conjunction with Records Enterprise if purchased together. Some key discovery points for the CAD Enterprise System Orientation are as follows: a) Work Flow — Understanding the setup for work flow from first receipt of an incident through incident completion. This may include time observing Dispatch Staff and Ride-Alongs with field units. b) Agency Type Setup — The segmentation of operational processes including incidents, units, and call-taker/dispatcher roles and responsibilities. C) Review reporting requirements (geographic reporting segmentation and the like). d) Event numbering (Incidents) including master incident numbers, response numbers and case numbers. It is recommended that the number of attendees in the System Orientation is limited to 10-15 to allow for more effective communication during the session. Based on the key discovery points during this session, it is necessary that the attendees include individuals who can properly address these key points and make configuration decisions. During the System Orientation session, the Business Analyst will facilitate an operational review of CAD Enterprise by demonstrating various System functionality and start gathering the configuration information. A System Module Setup worksheet (SMS) and other reference material will be provided to the Client to assist in gathering the required Code Files. Information that cannot be produced during the meeting must be sent to CentralSquare as specified by the mutually agreed upon schedule. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 37 Project Execution Note: The Client's provision of Code File information is an early Project checkpoint. Remote Web sessions will be scheduled as a follow up to System Orientation to guide the Client through the Code File data collection process. This information is needed to prepare the OAR and incomplete, inaccurate or delayed Code File information can have a cascading effect on the Project Schedule. 7.3.1.1 CentralSquare Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the System Orientation discussions. e) Send the System Module Setup worksheet (SMS) and other reference material to the Client. f) Document and assign owners and due dates to any action items and track all action items to closure. Document any gaps between the standard functionality of the System and functionality required by the Purchase Agreement for further analysis and discussion and/or facilitate the change control process. Client requested changes for changes beyond the scope of the Purchase Agreement will be evaluated at this phase, but will have to be evaluated for the potential impact on the Project Schedule and for additional project charges to be paid by the Client. h) Schedule one or more Remote Web sessions as a follow up to System Orientation to guide the Client through the Code File data collection process. i) Produce a System Orientation Report with the key decisions and configuration points as a result of the System Orientation. Prepare and submit a TCR upon completion of relevant activities. g) j) 7.3.1.2 Client Responsibilities a) Ensure participation of key stakeholders and decision -makers in the System Orientation process. b) Provide subject matter experts that can explain the communication center's current call flow and agency structure. These persons should have the ability to make decisions regarding any changes in work flow that may arise through the use of the new CAD Enterprise System. c) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to CentralSquare. d) Provide subject matter experts that will be able to explain the agency's geopolitical/operational boundaries. This person (or persons) should be able to articulate the specific response requirements that will be built within CAD response plans. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 38 Project Execution e) Provide subject matter experts that will be the CAD super users, as well as a person or persons that will be responsible for the ongoing maintenance of the CAD Code Files and configuration (CAD Administrator). f) Provide subject matter experts that will be responsible for translating the geopolitical/operational boundaries into data (ESRI shape files) suitable for use within the CAD. Provide subject matter experts that will be responsible for the maintenance of the agency's street centerline data. h) Provide subject matter experts that can provide information on technical Systems (Interfaces and Hardware/Network) or field -related functions (Mobile Enterprise or other mobile systems, station alerting and the like). i) Review and approve applicable TCRs. g) 7.3.2 CAD Enterprise Base System Code File Entry After completion of the CAD Enterprise System Orientation and receiving requested data from the Client, the assigned CentralSquare Business Analyst will start and supervise the initial Code File building process. The Business Analyst also configures the system hierarchy based on Client's call flow and operational processes as defined in the System Orientation. The Client will be actively involved at each step of the Code File configuration process through periodic reviews including conference calls and remote web sessions. A Code File review is completed prior to CentralSquare initiating the Code File entry process. The review is initiated via one or more web meetings as the Client submits the requested Code File information. The Code File review validates the accuracy and completeness of the information and ensures that there is a mutual understanding of how the information is to be used within CAD Enterprise. CentralSquare will complete the Code File entry for CAD Enterprise System to a level that will allow for an evaluation of call flow and incident management. Code file build to the level described in Appendix A - Required CAD Enterprise OAR Code File build of this SOW establishes a foundation that will validate basic functions such as call -taking layout, System hierarchy, incident numbering, and Incident/Unit displays. Validation through the OAR process allows for the completion of Code File setup while limiting the risk of rework. This task is considered to have been completed when the Business Analyst has demonstrated that Code Files are complete to the level documented in Appendix A - Required CAD Enterprise OAR Code File build. CentralSquare personnel will participate in the Code File building process. Some Code Files that require local knowledge of the geography and the physical location of business and high -risk areas of the community (such as response plans, premise, and caution note/hazard information) cannot be built by CentralSquare. The Client will be responsible for entering or geo-verifying some Code File elements such as premises. The Code Files prepared by CentralSquare and the Code Files prepared by the Client are described in Appendix A - Required CAD Enterprise OAR Code File build. The responsibility for building and maintenance of the System Code Files will transfer to the Client after OAR with assistance from CentralSquare's Business Analyst. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 39 Project Execution 7.3.2.1 CentralSquare Responsibilities a) Monitor and evaluate Code File submitted by the Client and provide guidance as needed. b) Conduct one or more web meetings to validate the completeness and applicability of Client submitted Code File information, prior to initiating the Code file entry. c) Perform a preliminary Code File build of the Client's CAD Enterprise System at CentralSquare. This Code File build will be completed based upon the applicable requirements described in Appendix A - Required CAD Enterprise OAR Code File build. d) Facilitate updates to the System Module Setup (SMS) building sheet. e) Prepare and submit a TCR to confirm the delivery of the SMS worksheet by the Client. 7.3.2.2 Client Responsibilities a) Provide timely input and updates to the SMS sheet to support the Code File building timelines. b) Participate in the Code File validation conference call. c) Continue building the System Code Files (those not built by CentralSquare) after OAR (refer to Appendix A - Required CAD Enterprise OAR Code File build). d) Review and approve applicable TCRs. 7.3.3 Geographical Information Services 7.3.3.1 Data Evaluation The CentralSquare GIS Analyst will work with the Client to perform a one-time evaluation and initial conversion of the Client provided street center -line GIS data. GIS data must be from a single integrated source when delivered to CentralSquare for conversion. This analysis will include the following: a) Routing and Navigability - The data will be analyzed to ensure that there are no breaks in the road network and that an acceptable percentage of addresses2 within the service area are routable with impedances or speed limits, applicable turn restrictions (one way data), elevations for overpasses and street types. b) Addressing — Evaluate data for the presence of block ranges, street types, and city designators. c) Supplemental Coverage - An evaluation of GIS data that may be available for response areas, ESRI compatible overlays including satellite image, and applicable point data to ensure compatibility. A report will be presented to the Client upon completion of the GIS analysis prior to the import of GIS data into one or more Systems or Subsystems. If there are significant problems with the data, additional GIS work and analysis may have to be added to the project via Change Order. Additional project costs may apply. NOTE: Data evaluation only applies to Custom Map conversions of Client supplied data. Standard mapping conversion (TeleAtlas data) is limited to converting source mapping 2 The phrase "acceptable percentage" refers to a decision that the Client must make regarding the acceptable level of IldviydLllity needed wiLliiiI ti le street ei Let hue Iletwurk. Since etliliny cud imam tcur tiny l.ile JLICet Jdtd is a Client responsibility, the Client will have to evaluate and make a judgment regarding the impact of the level of accuracy and the cost associated with increasing the navigability of the data. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 40 Project Execution data from one of the standard mapping data providers and must also be provided by the Client. 7.3.3.2 CentralSquare Responsibilities a) Evaluate Client -supplied GIS data to ensure it is formatted correctly for street -centerline display, address point usage and address functions. A report will be generated based on this analysis. b) Evaluate Client -supplied GIS data to ensure it is formatted correctly for routable functions. A report will be generated based on this analysis. C) Evaluate Client -supplied GIS data to ensure it is formatted correctly for CAD Enterprise Quickest Path Unit Recommendations functionality. d) Review the Client -supplied GIS layers for CAD Enterprise and Mobile Enterprise for viewing and execute the initial basic map configuration. e) Provide a report which summarizes the findings from applicable GIS analysis services for CAD only. f) Prepare and submit a TCR upon delivery of the GIS analysis report. 7.3.3.3 Client Responsibilities a) Provide data in the required format, and per Project Schedule. b) Provide data to include 1) Centerline data; 2) response areas; 3) viewable/cosmetic layers. c) Based on the analysis report provided by CentralSquare, make needed changes to mapping data to allow the resulting GIS data to meet CentralSquare's mapping data requirements. d) Review and approve the appropriate TCR. 7.3.3.4 Mapping Data Conversion and Import CentralSquare will perform a Mapping Data Import that provides maps for the CAD Enterprise system. This process does not include making any corrections to the Client GIS data. If the GIS data consists of data from more than one source, CentralSquare will not be responsible for joining these areas, or "stitching" the areas to create a uniform geographic area. 7.3.3.5 Configuration of Mapping Layers A CentralSquare GIS Analyst will configure up to 7 standard GIS layers each for viewing on CAD Enterprise and Mobile Enterprise. Such conversion activities will be part of the training process to allow the Client to add their own layers to the map displays in CAD Enterprise and Mobile Enterprise. Additional conversion work by CentralSquare staff is an additional charge and must be authorized by the Purchase Agreement or a Change Order. The standard layers are limited to the following: a) Water line features (rivers, streams, creeks) b) Water polygon features (ocean, lakes, ponds) c) Airports d) Railroads The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 41 Project Execution e) Parks f) City Boundaries g) County Boundaries 7.3.3.6 Response Area Import Service If the Client provides Response Area data to CentralSquare at the time of CAD map conversion, CentralSquare GIS Analyst will import the Response Areas into CAD Enterprise. GISLink training will provide the Client with the capability to add, delete, or modify Response Areas for ongoing GIS maintenance. 7.3.3.7 CentralSquare Responsibilities a) Provide the initial configuration services to enable use of CAD Enterprise Quickest Path Unit Recommendations functionality. b) Perform a mapping data conversion and import of the Client -supplied data into applicable licensed Systems and Subsystems. c) Provide the initial configuration services to enable use of CAD Enterprise Quickest Path Unit Recommendations functionality. d) Prepare and submit a TCR upon completion of the mapping conversion activities. 7.3.3.8 Client Responsibilities a) After initial GIS conversion, assume responsibility for updating the data using CentralSquare provided GIS tools to ensure that data is up to date for Go Live. b) Review and approve the applicable TCR. 7.3.4 CAD Enterprise Operational and Administrative Review (OAR) The Enterprise CAD Operational and Administrative Review process facilitates an initial validation of the client's call taking and dispatching workflows in an Enterprise CAD system using client supplied data from the SMS and System Orientation/BPR. The process allows the CAD Core Team to learn how to use the key utilities that are used to configure the system and serves as a portion of the CAD Administrator Training. Client will be responsible for supplying the requested data to CentralSquare no later than four (4) weeks prior to OAR to allow sufficient configuration time. The data will be requested as a follow up to the System Orientation for the CAD Enterprise. The configuration of some CAD modules may be delayed based on the Client's decision, and consultation with CentralSquare Business Analyst. It is also required that the Client's centerline conversion be completed at no later than four (4) weeks prior to OAR. In order to meet this deadline, all GIS data must be delivered to CentralSquare in required format per the agreed upon schedule. Any delays will result in a cascading effect on the project timelines. Participants include key members of CentralSquare's implementation team and should not generally exceed ten (10) core members of the Client's implementation team. The Client's team should include representatives of dispatch, field operations and administration (reporting). The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 42 Project Execution Following the OAR process, ownership of Code Files transfers to the Client. Post OAR, the Client will enter the balance of the Code Files (not built by CentralSquare). These are typically geo- centric items that require local knowledge of the community. The Client also becomes responsible for maintaining Code Files (personnel, unit, premise, caution notes and the like) that must be continuously updated to keep the Code Files in Go Live ready status. During this phase, the assigned CentralSquare Business Analyst will provide consultation services. Note: CAD Enterprise OAR is an event applicable to CAD Enterprise only. No other Systems or Subsystems will be demonstrated during this session. 7.3.4.1 CentralSquare Responsibilities a) Schedule the OAR meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas to all required attendees a week prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide initial hands on training on the applicable system and introduction to different modules and their configurations. Note: This training is not meant to be comprehensive for end user understanding of the Subsystem. The purpose is to give the participant an understanding of basic features, call flow and how the configuration files influence them. a) Review the maps for CAD Enterprise. b) Introduce the Client to and begin documentation within the Velocity Decision Workbook. c) Document and assign owners and due dates for any action items and track all action items to closure. d) Develop and deliver a trip report . e) Handoff the management the Code Files to the Client. f) Provide the Client team with a copy of the CAD Enterprise User and Administration Guides. g) Prepare and submit a TCR upon completion of the OAR. 7.3.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the OAR to include an overhead projector. Two projectors are preferred. OAR also requires workstations for each participant. b) Provide subject matter experts that can examine the hierarchy build as articulated to the Business Analyst in terms of the agency structure. c) Provide subject matter experts that can examine the proposed call flow. These persons should have the ability to make decisions regarding any changes in call flow that may arise through the use of the new Subsystem. d) Provide participants that are versed with the ability to continue the configurations, or Code File build once ownership transfers. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC .43 Project Execution e) Provide participants that will be able to verify the agency's geopolitical/operational boundaries. f) Provide participants that were responsible for translating the geopolitical/operational boundaries into data (ESRI shape files) suitable for use within the Subsystem, and are able to validate those boundaries. g) Provide participants that will be responsible for the maintenance of the agency's street centerline data. h) Assume ownership for the continued build and maintenance of the system under the guidance of the CentralSquare project team. i) Ensure participation of key stakeholders and decision -makers in the OAR process. j) Observe the change control process for any requested software changes. k) Review and approve the applicable TCRs. 7.3.5 CAD Enterprise Workshop(s) After the CAD Enterprise OAR has been completed, the CentralSquare project team will conduct one or more CAD Enterprise workshops either remotely or at the Client site. This session is intended to be an extension to the CAD Enterprise OAR for more complex implementations and multi -jurisdictional agencies as specified in the contract. If the Project includes multiple Workshops, they may or may not be scheduled to occur over consecutive weeks. The Project includes: Three (3) CAD Enterprise Workshops 7.3.5.1 CentralSquare Responsibilities a) Schedule the CAD Enterprise Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 7.3.5.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities, if onsite b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 7.3.6 CAD Enterprise Pre -Go Live Functional Testing (FT) The Client will lead and CentralSquare will assist with Functional Testing (FT) of CAD Enterprise, after OAR and prior to User Training. This process is completed prior to Go Live. The purpose of the FT is to test specific functionality of the CAD System and to formally document that the CAD The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 44 Project Execution Enterprise meets the required functionality according to the Purchase Agreement between the Client and CentralSquare. Note: Functional Testing for CAD Enterprise will occur one time, remotely. For projects that will place Subsytems for agencies and/or PSAPs in multiple phases, FT will only be conducted for the first phase going into Production, and will not be repeated for subsequent phases. The Client must ensure that appropriate representation from various agencies and/or PSAPs attend the FT for each Subsytem. Since the focus of the Functional Testing is the functionality of the System and not a validation of the Code Files, it is not necessary that all Code Files are built prior to conducting this test process. This Functional Test process consists of running a number of tests designed to verify the functionality of the CAD Enterprise. Functional Tests are performed based upon standard CentralSquare FT documents that have a standard content and format. The standard CentralSquare FT documents will be submitted to the Client prior to testing. Before the FT is administered the Client must sign -off on the receipt of the standard FT documents and verify that these tests will be used of validation of the System functionality for Pre -Production and Post Go Live assessment of features for Software Acceptance. After delivery of the CAD Enterprise system to the Client's site and completion of OAR, a CentralSquare Business Analyst will assist the Client with the remote FT on the Client's CAD Enterprise system, at the Client site on the Client System hardware. The purpose of this process is to validate that CAD Enterprise features are working correctly per Standard System functionality as described in the FT documents. The testing will be fully completed and problems with individual tests will be documented, if applicable. This process tests CAD Enterprise features as installed and configured at the Client site, therefore it is important that this process is executed early within the implementation cycle so that any issues discovered may be addressed. Since installation of the hardware is a predecessor to conducting the FT, any delays to the installation of the Client's system could impair CentralSquare's ability to resolve issues without affecting project timelines. Other significant tasks and processes are dependent upon the CAD Enterprise passing the FT process. CentralSquare will not train the Client's end users until the CAD Enterprise has passed the FT. Once the FT has been successfully completed the Client's CAD Enterprise system will have been considered to have completed Pre -Production Acceptance (see note below). A TCR will be submitted that affirms that the CAD Enterprise has passed this test. Upon completion of FT, the Client and CentralSquare will review the list of FT failures (if any), perform an assessment of the errors, and determine the timeline for remedying the issues (pre versus post Go Live). The Client, with CentralSquare assistance as needed, will repeat any failed FT test following the correction of any issues which has caused the test to fail. A full retest of the System will not be conducted to verify the FT exceptions. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 45 Project Execution Note: CentralSquare may organize at its discretion, separate breakout FT sessions for subsections of the FT documents that are applicable only to one agency (for example, applicable only to Law or Fire agencies). Each test will be executed once, and all applicable users and agencies must attend the FT session and observe the tests. Note: Successful completion of the FT as part of the Pre -Go Live testing process does not constitute Final System Acceptance 7.3.6.1 CentralSquare Responsibilities a) Deliver CentralSquare's standard FT documents to Client for review no later than two weeks prior to conducting the FT. b) Provide a TCR to the Client to approve the receipt of the FT documents. c) Assist the Client in conducting FT based upon the FT documents. d) Identify and document critical issues and exceptions discovered during the Acceptance Test Procedures. e) Upon successful completion of the FT, provide a TCR to the Client, to be signed and returned to CentralSquare. All FT exceptions will be noted in the TCR. f) Schedule follow up testing for validation of critical exceptions to the FT after such exceptions have been resolved, and document the results. 7.3.6.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base system installation. b) Provide adequate facilities to execute the FT. c) Review and signoff on the FT documents that have been delivered by CentralSquare no later than one week prior to commencement of the FT. (through approval of a TCR) d) Lead the FT by providing operational subject matter experts that have the authority to provide validation that the tests have passed. e) Assist CentralSquare in documenting FT findings and results. f) Review and approve the applicable TCRs. Note: CAD Enterprise User Training may only be conducted after successful completion of the FT, and if the identified exceptions are not critical in nature. The details of CAD Enterprise related training is included in later sections of this SOW. 7.3.7 CAD Enterprise Legacy Data Conversion CentralSquare will implement a structured methodology for CAD Enterprise data conversion. The Client is responsible for providing CentralSquare with extracted data in a format that can be used by CentralSquare for import. Formats suitable for import into can include Excel, MDB, CSV, and The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 46 Project Execution ODBC access from MS SQL; however, the specific format to be used for this Project should be reviewed between the respective CentralSquare and Client teams. This Project provides the following Legacy data conversion services for CAD Enterprise: a) CAD Premise Conversion b) CAD Caution Notes Conversion c) CAD Historical Incident Conversion (from a single source) The conversion of prior CAD data is a process that involves several steps. CentralSquare develops a data conversion plan to the Client detailing the data mapping between the legacy System and CentralSquare CAD Enterprise. During this phase of work, CentralSquare will work closely with the appropriate individuals from the Client to map each data element in each legacy application to the appropriate target data element in the CAD Enterprise databases and reflect this information in the data conversion plan. Generally, there is an initial conversion to bring the data set close to Go Live, a second conversion just before Go Live and a last conversion after Go Live. Each step does not involve a re- conversion of previously converted data. These steps do not include ongoing maintenance of imported data. The scope of data conversion is limited to converting the Premises, Caution notes, Incidents and units [MODIFY AS APPLICABLE]. As long as the legacy data elements have a relevant counterpart in the target CAD Enterprise databases, CentralSquare can map the data and import it into the CAD Enterprise database structure. Conversion of Premises and Caution notes can be performed independent from the Prior Incident data. A small sub -set of the data will be initially converted and loaded to validate the process. Upon successful completion of this test, the Premise and Caution notes data will be converted and imported to the system close to Go Live, as a onetime process. Additions to Premises and Caution notes in the old system, between the time of data conversion and Go Live will be manually entered to the new system. It is imperative that a member of the Client's staff be available to support the data conversion effort. Many operational questions will arise that depend on the data and operational expertise of the Client's staff. This process is considered complete once the last set of data has been converted for the new CAD Enterprise system. The Client is responsible for the validation of the data. Note: Legacy data conversion will not include conversion of attachments to Premises or Historical Incidents into CentralSquare databases. 7.3.7.1 CentralSquare Responsibilities a) With assistance from the Client, define a data mapping for each legacy application. b) Work with the Client to plan the data migration and develop a data conversion plan. c) Complete the data conversion, based on the defined scope of the Project and based on the phases that are defined for this process. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 47 Project Execution d) Prepare and submit a TCR upon completion of the initial data conversion (pre -Go Live). e) Prepare and submit a TCR upon completion of the final data conversion (Post -Go Live). Note: CentralSquare does not perform data scrubbing or cleaning on the Client's legacy data. 7.3.7.2 Client Responsibilities a) Identify all legacy applications containing data that must be migrated to the new System. b) Extract the entire data and provide it to CentralSquare based on the requirements set forth by CentralSquare. c) Perform any data cleaning and modification activities that may be necessary prior to conversion of the legacy data into CAD Enterprise. d) Assist CentralSquare in defining a data mapping for each legacy application by providing the following: e) Legacy application software architecture (operating system; application software; database management system) f) Database schema (if data resides in a DBMS) or file layouts (if data resides in flat file formats) g) Data definition for each data element (data format, description of data field use, etc.) h) Data relationships between data files and data elements i) Obtain cooperation from any third -party vendors for the legacy application that may have an impact on the data conversion process. j) Perform validation for the data conversion. k) Review and approve the applicable TCRs. Note: Due to the need for specific knowledge of the Client's area, the geo validation process for the converted data is the responsibility of the Client. 7.3.8 CAD Enterprise Training Note: Training classes are conducted based on the quantities that are specified in the Purchase Agreement. The appearance of a course description in this Statement of Work does not mean a course will be conducted — it must be listed in the Purchase Agreement. CAD Enterprise Training classes are conducted on consecutive weekdays during business hours (Tuesday -Friday, classes may be scheduled during the following hours 7am-9pm MT ). Alternate training schedules (e.g., Monday class starts, multiple classes per day, evening and weekend classes) will be subject to an additional charge. The training classes related to CAD Enterprise and its subsystems are classified into three general groups: The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 48 Project Execution a) Classes that are dependent upon specific Client configurations and requirements; therefore, they are only conducted on the Client System after completion of the Functional Test (FT) and in preparation of Go Live. CAD Enterprise Call Taker/Dispatcher User Training Course is an example of these classes. b) Classes such as GISLink that are delivered to a specialized group within the Client's team during the course of the Project to assist them with implementation and maintenance of the System on a routine basis. c) Classes such as System Administration Training and CAD API Training that are not dependent upon individual Client configurations and are generic in nature. These classes are held at CentralSquare facilities based on a regular schedule, and are offered to attendees from different agencies. A detailed description of these classes is provided below. 7.3.8.1 CentralSquare Responsibilities (for all CAD Enterprise training activities) a) Conduct a training orientation via conference call between the assigned CentralSquare Training personnel and the designated Client representative. The objective of this session is to define the curriculum for the Training, based on the configurations of the Subsystem. b) Conduct the training in increments of one (1), eight (8) hour days. C) Provide feedback to Client Supervision as to the progress of the students. d) For the Training classes that are held at CentralSquare, provide adequate training facilities and equipment. e) Prepare and submit a TCR upon completion of each class or group of consecutive classes. 7.3.8.2 Client Responsibilities (for all CAD Enterprise training activities) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Client's System. b) Provide adequate facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. c) Provide a supervisor for each class that can answer agency specific questions as related to the build of the Client's system. d) Review and approve the applicable TCRs. 7.3.8.3 CAD Enterprise Call Taker/Dispatcher User Training Course (Client site) The CAD Enterprise User Training course is a two (2) day class, and training days are a maximum of eight (8) hours in length. Prior to training, CentralSquare will hold a training orientation to develop an CAD Enterprise training plan for the Client. This plan will take into consideration the multi -agency and multi -site setup of the System. The training orientation should be held between CentralSquare Training personnel and designated Client personnel. Client personnel should include person(s) who can articulate the specific Client business processes related to configuration of the Client's System. CentralSquare Training personnel will tailor the training curriculum to include those business practices where applicable. Given that questions may arise for specific The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 49 Project Execution agency procedures during the course of the training, CentralSquare recommends that the Client have a supervisor present at each training class. Ideally, this supervisor would have participated in part with the implementation process. Training classes will start on a Tuesday, and end on Friday. The number of students attending the User Training course will be limited to ten (10) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating/conference table space, white board, projector, and computer projector (capable of 1024x768 resolution). 7.3.8.4 CAD Enterprise Dispatch Supervisor Training (Client site) The CAD Enterprise Dispatch Supervisor Training class has been designed as a five (5) day class that includes a four (4) day CAD Enterprise Call Taker/Dispatcher User Training followed by a one (1) day CAD Enterprise Supervisor training. This class is designed for the Dispatch Supervisors with the goal of preparing them to support the users after Go Live by answering their questions and addressing post -Go Live common problems. This class will include topics such as PowerLine configuration, Premise building and maintenance, Personnel maintenance, Vehicle Manager, and other areas that may require assistance from the supervisors. This class is recommended only for the supervisors. This class will start on a Monday, and end on a Friday, and the class size will be limited to ten (10) students. 7.3.8.5 CAD Enterprise Train -the -Trainer (Client site) The focus of this three (3) day course is to prepare selected Client personnel to train new dispatch and administrative personnel in the use of CAD Enterprise. Attendees will learn to apply principles of adult learning such as non-verbal communication skills, presentation skills, methods of delivery and objective writing skills. The goal is to prepare these personnel to apply CentralSquare's concepts of training. The course does not include CAD Enterprise user training for the participants. Prior to attending this class the participants must attend an CAD Enterprise Call Taker/Dispatcher User Training Course. Training classes will start on a Tuesday, and end on Thursday. The number of students attending the User Training course will be limited to five (5) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating/conference table space, white board, and computer projector (capable of 1024x768 resolution). Prerequisites: Completion of the CAD Enterprise Call Taker/Dispatcher User Training Course. 7.3.8.6 Inform Administration (CAD Code File Management) Training (Client Site) The focus of this three (3) day course is to prepare selected Client personnel to manage CAD Enterprise Code Files using CAD Enterprise utilities. Students will learn how the Code Files interact within the System and how to make necessary changes. This includes evaluating their current set up and options to optimize their System. CentralSquare strongly recommends that a test or training system be used for this course. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 50 Project Execution Training classes will start on a Tuesday, and end on Thursday. The number of students attending the User Training course will be limited to ten (10) students per class. Prerequisites: Completion of CAD Operational and Administrative Review (OAR) 7.3.8.7 GISLink Utility Training Course (Client site) The focus of this course, conducted at Client's site, is to prepare selected Client personnel to import and use existing GIS data in CAD Enterprise and manage the GIS data used by CAD Enterprise and Mobile Enterprise. GISLink is an CAD Enterprise Utility that provides a way for Clients to intelligently import Client GIS data into the CAD Enterprise databases. It consolidates GIS data related tools for maintaining and using GIS data in CentralSquare products. It consists of a Windows Forms application, a command line console application, and a programming API that consists of a set of reusable publicly exported classes and methods. Training classes will be conducted between Tuesday and Thursday, based on mutual availability of the CentralSquare and Client staff. Training course will be limited to three (3) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including at least one CAD Enterprise console with GISLink utility installed on it. Prerequisites: GIS knowledge and background; familiarity with ESRI tools. No other activities (including but not limited to CentralSquare performing follow up changes to the Client's maps, development of special material for the Client, or a follow-up one-on-one session with the Client's GIS staff) are within the scope of this class. 7.3.8.8 CAD Enterprise System Administration Training (CentralSquare Site) The System Administration Training course provides an overall administrative perspective of the system including operating system and database management software and equipment components. This comprehensive 4 to 5 -day course is held at CentralSquare headquarters, and trains System Administrators and staff members on how to set up and administer infrastructure configurations for the Client -configured CAD Enterprise System. The class will also provide attendees with sufficient skills to perform system maintenance manage and monitor interfaces, manage system operation and database settings for application support, maintenance and backup, and general troubleshooting skills. Attendance of the Client -designated individuals should be coordinated and scheduled through CentralSquare's Project Manager and should be coordinated in such a way that does not interfere with progress of the Project. System Administration classes are held regularly in CentralSquare's training facility in San Diego and may have attendees registered from agencies other than the Client. Training classes start on a Monday and end on Friday. The number of attendees will be based on the number of seats that have been purchased by the Client. If more than one seat is purchased by the Client, the Client has the option to send their attendees to one class or different classes. The Client is responsible for the travel fees and out of pocket expenses for their staff attending this class in CentralSquare's facility. Prerequisites: Basic Windows and SQL Server knowledge The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 51 Project Execution No other deliverables or follow up activities, including creating special material or applications for the Client, are included within the scope of this class. 7.3.8.9 CAD API Training (CentralSquare Site) The API training course offered by CentralSquare is designed to provide guidance in the area of CAD Enterprise extensibility. This class is designed for participants with significant programming experience. Topics covered will include how to build Recall windows and writing your own external applications that interface with the CAD Enterprise product. The class participants will complete the training with an understanding of how to interface with the CAD Enterprise product and how to assess the risks associated with such development. The CAD API Training class is strictly held at CentralSquare site, and is taught by CentralSquare engineering staff. The Client is responsible for the travel fees and out of pocket expenses for their staff attending this class in CentralSquare's facility. Prerequisites: In order to attend this technical, programming class, the attendee must 1) have at least mid -level software coding skills and experience in the programming language Microsoft Visual Basic or Microsoft Visual C#; 2) have experience with the use of CAD Enterprise, and 3) be comfortable doing the practice work in the classroom environment. No other deliverables or follow up activities, including creating special material or applications for the Client, are included within the scope of this class. 7.4 Implementation of Mobile Enterprise 7.4.1 Mobile Enterprise Map Data Import The process of Mobile Enterprise Map Data Map Import converts the CAD Enterprise streets data into a format that can be used by Mobile. This process also includes adding necessary map layers for the Client. 7.4.2 Mobile Enterprise Configuration Mobile Enterprise Business Analyst will configure the Mobile based upon the options that have been documented in the Mobile configuration sheet, once the servers have been installed at the Client site. The Business Analyst will also use these configurations for preparing the FT document. These activities will be performed remotely. 7.4.3 Mobile Enterprise Functional Testing (FT) Mobile Enterprise Functional Testing (FT) follows a similar approach as described under CAD Enterprise and is performed in conjunction with the CAD FT. A Mobile Business Analyst performs the FT with the Client, prior to Train -the -Trainer. This process will be based on the standard CentralSquare FT documents. The FT documents have a standard content and format. The standard CentralSquare FT documents will be sent to the Client for review prior to conducting the tests. The FT results are documented in a TCR for verification and approval by the Client. CentralSquare will repeat any failed FT tests following the correction of any issues which has caused the test to fail. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 52 Project Execution 7.4.3.1 CentralSquare Responsibilities a) Deliver CentralSquare's standard FT documents to the Client no later than two weeks prior to conducting the FT. b) Provide a TCR to the Client to approve the receipt of the FT documents. c) Install at least one Mobile client (device) to conduct the FT. d) Assist the Client in conducting the FT in accordance with the FT documents. e) Identify and document any issues discovered during the FT. f) Prepare and submit a TCR upon completion of FT, documenting any exceptions to the FT. 7.4.3.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base system installation. b) Provide adequate facilities to execute the FT. c) Participate in the FT by providing operational subject matter experts. d) Assist CentralSquare in documenting FT findings and results. e) Review and approve the applicable TCRs. 7.4.4 Mobile Enterprise Training Mobile Enterprise Training classes are conducted based on the quantities that are specified in the Purchase Agreement. These classes are conducted on consecutive days, on the weekdays during business hours (Tuesday -Friday, during business hours). Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FT have been completed and the results are documented in a TCR. This class may be recorded by the client for their internal use. Typically CentralSquare trains a small group of the trainers from the Client field users, and that group completes training the balance of the field users. A detailed description of these classes is provided below. 7.4.4.1 CentralSquare Responsibilities a) Schedule training classes with the Client. b) Conduct training classes as scheduled. c) Prepare and submit a TCR to the Client upon completion of each class or group of consecutive classes. 7.4.4.2 Client Responsibilities a) Schedule appropriate Client staff to attend scheduled training. b) Provide adequate facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. c) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 53 Project Execution 7.4.4.3 Mobile Enterprise Administration Course Mobile Administration training is a hands-on course provided by experienced trainers who have both training and public safety experience. This one day course prepares the Mobile Administrator to configure and maintain the Mobile Server and Mobile Interface(s). The course is set for one (1) or two (2) students. Access to the Mobile Server and Interface(s) is required. During this process CentralSquare Business Analyst/System Engineer will instruct the client on installation of Mobile Clients and provides assistance for installation of up to five (5) Mobile devices. The Client will be responsible for installation of the balance of Mobile devices. The course includes the operation of the Mobile system including customization of specific screen layouts, Active & Waiting Incident Queue, Unit Queue, and agency -specific screens. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to three (3) students per class. Prerequisites: Knowledge of: 1) HTMUXML, CSS, and JavaScript 2) SQL, especially views, stored procedures, and database schema; and 3) Standard GPS protocol (TAIP and NMEA) 7.4.4.4 Mobile Enterprise Train -the -Trainer Course Mobile Train -the -Trainer training is a hands-on course provided by experienced trainers who have both training and public safety experience. The course prepares personnel to use Mobile Enterprise and teach others how to use Mobile Enterprise. The course can accommodate up to eight (8) students with working and configured Mobile devices. It is desirable that each participant have their own configured Mobile device. The course includes user operation including starting and stopping the application, updates, screen layouts, messaging, status changes, mobile maps, incident assignments and incident updates. Hands-on training and agency scenarios may vary by Agency. The duration of this class may be between four and six (4-6) hours. Training classes will be held between Tuesday, and Friday. The number of students attending the User Training course will be limited to eight (8) students per class. Prerequisites: Completion of a Microsoft Windows Tutorial (this may be waived upon demonstrated ability to work with Windows), typing skills of a minimum of 25 words/minute and Mobile field user experience. 7.5 System Integration Testing (SIT) of CAD Enterprise, Mobile Enterprise, and Interfaces Once the Pre -Go Live FT is concluded for all subsystems (CAD Enterprise, Mobile Enterprise, and each of the interfaces) and in preparation for Go Live, CentralSquare and the Client will conduct SIT (up to four hours with CentralSquare assisting remotely). The SIT will be conducted based on a number of scenarios that test the call flow from the call creation to disposition in CAD. These scenarios include the CAD Enterprise, Mobile Enterprise and Interfaces that can be tested in the pre -production environment and are scheduled to Go Live at the same time. A small group of the Client staff (1-2 dispatchers and 1-2 Mobile field users) should participate in this test with CentralSquare. CentralSquare will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It is recommended that the Client utilize sample calls The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 54 Project Execution from their legacy System. These scenarios must be signed off prior to commencement of the SIT. At the successful completion of SIT without critical issues that prevent the System to be taken Live the Client shall provide written approval that the System is ready for Go Live. 7.6 Implementation of Records Enterprise Records Enterprise is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Records Enterprise. 7.6.1 Records Enterprise System Orientation The Records Enterprise System Orientation is conducted at the Client's site and led by a CentralSquare Business Analyst. This System Orientation can be conducted in conjunction with CAD Enterprise if purchased together. Some key discovery points for the Records Enterprise System Orientation are as follows: a) Work Flow — Understanding the setup for work flow processes from the field report to the State Submission. This may include time observing Departmental Divisions (such as Patrol, Records, Investigations, Property and Evidence, and the like). b) Review reporting requirements. c) Event numbering (Incidents) including master incident numbers and case numbers. It is recommended that the number of attendees in the System Orientation is limited to 10 to allow for more effective communication during the session. Based on the key discovery points during this session, it is necessary that the attendees include individuals who can properly address these key points and make configuration decisions. During the System Orientation session the Business Analyst will facilitate an operational overview of Records Enterprise by demonstrating the report flow from creation to approval and case assignment. 7.6.1.1 CentralSquare Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the System Orientation discussions. e) Document and assign owners and due dates to any action items and track all action items to closure. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC Project Execution f) Document any gaps between the standard functionality of the System and functionality required by the Purchase Agreement for further analysis and discussion and/or facilitate the change control process. Client requested changes for changes beyond the scope of the Purchase Agreement will be evaluated at this phase, but will have to be evaluated for the potential impact on the Project Schedule and for additional project charges to be paid by the Client. g) Produce a System Orientation Report with the key decisions and configuration points as a result of the System Orientation. h) Prepare and submit a TCR upon completion of relevant activities. 7.6.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. b) Ensure participation of key stakeholders and decision -makers in the System Orientation process. c) Provide subject matter experts that can explain the agency's current work flow and application processes. These persons should have the ability to make decisions regarding any changes in work flow that may arise through the use of the new Records Enterprise System. d) Provide subject matter experts that will be the Records super users, as well as a person or persons that will be responsible for the ongoing maintenance of the Records Code Files and configuration (Records Administrator). e) Provide subject matter experts that will be responsible for translating the geopolitical/operational boundaries into data (ESRI shape files) suitable for use within the Records. f) Provide subject matter experts that will be responsible for the maintenance of the agency's street centerline data. g) Review and approve applicable TCRs. 7.6.2 Records Enterprise Operational and Administrative Review (OAR) Attendees will learn how to prepare the system for implementation which includes: Users, Roles/Permissions, Agency Configuration Settings, Code Table management and an introduction to RMS Templates, and Workflow Designer. Participants include key members of CentralSquare's implementation team and should not exceed ten (10) core members of the Client's implementation team. The Client's team should include Records Central and Local Administrators. Following the training, ownership of the Records System Build transfers to the Client. The Client will enter the balance of the Code Files, build templates, create workflows, and complete the build of personnel . The Client also becomes responsible for maintaining Code Files (personnel, Violation Codes, Property Locations, and the like) that must be continuously updated to keep the Code Files in Go Live ready status. During this phase, the assigned CentralSquare Business Analyst will provide consultation services. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 56 Project Execution 7.6.2.1 CentralSquare Responsibilities a) Schedule the Records Enterprise Operational and Administrative Review in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agenda and documents for Client review or completion to all required attendees two weeks prior to the training. c) Conduct the meetings based on the distributed agenda. d) Create the project checklist itemizing the tasks for completion throughout the Records implementation. e) Provide the Client team with a copy of the Records Enterprise User and Administration Guides. f) Prepare and submit a TCR upon completion of the training. 7.6.2.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 7.6.3 Records Enterprise Base System Build After completion of the Records Enterprise Administration and Review Training, it is the responsibility of the Client to assume ownership of building and maintaining the Records templates, personnel, and roles. This will be an iterative process throughout the implementation of Records building upon knowledge learned through each training class and workshop. The assigned CentralSquare Business Analyst will work with the Client to start and supervise the initial Code File building process during the workshops. The Client will be actively involved and responsible for the Code File configuration process throughout the project. CentralSquare will deliver the Records Enterprise System with the base NCIC Codes. The Client is responsible for building and maintaining the System Codes, Personnel, Property Locations, and Violation Codes (including local ordinances). The CentralSquare Business Analyst will begin the System Build with a base of 50 personnel entered in to the system. The Client is responsible for the remaining Personnel data being entered and maintained. Note: With guidance from CentralSquare, It is the responsibility of the client to complete the UCR/NIBRS code mapping to the violation codes. Validation through the implementation until OAR allows for the continual review and updating of the Code File setup while limiting the risk of rework. This task is considered to have been completed when the Business Analyst has demonstrated the Records functionality at the Validation and Readiness Workshop. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 57 Project Execution 7.6.3.1 CentralSquare Responsibilities a) Monitor and evaluate the System build throughout the implementation and provide guidance as needed. 7.6.3.2 Client Responsibilities a) Provide timely input and updates to the Templates, Workflows, Users, Roles, and System codes. b) Continue building the Templates, Workflows, Users, Roles, and System Code Files (those not built by CentralSquare) through completion. 7.6.4 Geographical Information Services 7.6.4.1 Data Evaluation The CentralSquare GIS Analyst will work with the Client to create the address locator packages and configure the Records GIS services. GIS data must be from a single integrated source when delivered to CentralSquare for conversion. 7.6.4.2 CentralSquare Responsibilities a) Evaluate Client -supplied GIS data to ensure it is formatted correctly for creation of the address locator packages. b) Create the address locator packages, and configure the Records GIS services c) Prepare and submit a TCR upon completion of this work. 7.6.4.3 Client Responsibilities a) Provide data in the required format, and per Project Schedule. b) Based on the analysis provided by CentralSquare, make needed changes to mapping data to allow the resulting GIS data to meet CentralSquare's mapping data requirements. c) Review and approve the appropriate TCR. 7.6.5 Records Enterprise Workshops After the Records Enterprise Administration and Review Training has been completed, the CentralSquare project team will conduct one or more Records Enterprise workshops. This session is intended to be an extension to the Records Enterprise Administration Training for more complex implementations and multi -jurisdictional agencies as specified in the contract. Each Records Enterprise workshop will be up to three (3) days onsite. An example of workshops would be (Incident/Arrest/Case Management), (Crash, Citation, Other Event), or (Records Administration). If the Project includes multiple Workshops, they may or may not be scheduled to occur over consecutive weeks. Participants include key members of CentralSquare's implementation team and should not exceed ten (10) core members of the Client's implementation team. The Client's team should include Records Central and Local Administrators. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 58 Project Execution The Project includes: Eight (8) Records Enterprise Workshops 7.6.5.1 CentralSquare Responsibilities a) Schedule the Records Enterprise Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 7.6.5.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 7.6.6 Records Enterprise Output Designer Workshop The CentralSquare project team will conduct the three (3) day Records Enterprise Output Designer Workshop at least 6-8 weeks upon completion of the (Incident, Arrest, Case Management Workshop). CentralSquare recommends the Records templates should be 90-95% complete prior to this workshop to prevent rework on the form outputs. This session is intended for creating custom form outputs using Microsoft SQL Server Reporting Services (SSRS), which can be accessed from the Records Enterprise Web UI Data Entry Templates. Using the Records Enterprise Output Designer application utility, attendees will learn to generate a dataset based on the Records Enterprise Module template, utilizing SSRS to customize the output based off a pre -defined default output report. Attendees will also learn how to configure the templates to use the custom form output within the Records Enterprise Web Data Entry Designer tool. This is an advanced Workshop and attendees must have prior experience using SSRS. CentralSquare will not provide training on SSRS. has a class size limitation of five (5)students. 7.6.6.1 CentralSquare Responsibilities a) Schedule the Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the Workshop agenda and documents for Client review or completion to all required attendees two weeks prior to the training. c) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the Workshop. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 59 Project Execution 7.6.6.2 Client Responsibilities a) Provide workstations with Records Enterprise and SQL Server Reporting Service access. b) Provide adequate facilities to comfortably conduct the Workshop to include an overhead projector and whiteboard. C) Ensure participation of the appropriate personnel. d) Continue the Output Designer activities after completion of this training. e) Review and approve the applicable TCR. 7.6.7 Records Enterprise Validation and Readiness Workshop Once the System build is complete, a Validation & Readiness workshop is conducted. This working workshop includes a review of the Templates, Workflow, Users, Roles, Code Files and configuration. The Enterprise RMS Validation & Readiness workshop will review the completeness of the code files in the Client's system, review system functionality, review templates, personnel, workflow, system codes, and configurations to conduct an overall system readiness assessment. This session will also provide a forum for the Client to discuss any final workflow questions or issues prior to Functional Testing and End User Training. Participants include key members of CentralSquare's implementation team and should not generally exceed ten (10) core members of the Client's implementation team. The Client's team should include Records Administrators and Subject Matter Experts. At the conclusion of the session, a trip report is produced which documents the core software configuration and activities to be completed by the Client. Any issues that require follow-up action, including any outstanding Go Live issues will be documented in the applicable Velocity Decision Workbook. Any issue that is determined to be outside the scope of this Project, as defined herein, requiring a modification or enhancement to the CentralSquare will be addressed through the Change Control process. 7.6.7.1 CentralSquare Responsibilities a) Schedule the workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas to all required attendees a week prior to each meeting. C) Conduct the meetings based on the distributed agenda. d) Provide initial hands on training on the applicable system and introduction to different modules and their configurations. Note: This training is not meant to be comprehensive for end user understanding of the Subsystem. The purpose is to give the participant an opportunity to perform validation and readiness of the Records Enterprise e) Document and assign owners and due dates for any action items and track all action items to closure. f) Develop and deliver the Trip report. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 60 Project Execution g) Handoff the management the Code Files to the Client. h) Prepare and submit a TCR upon completion of the workshop, and upon delivery of the Trip report to the Client. 7.6.7.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the workshop to include an overhead projector. Two projectors are preferred. This workshop also requires workstations for each participant. b) Ensure complete participation of Central and Local Records Enterprise Administrators for the purposes of reviewing the Records configuration as -built. c) Provide participants that are versed with the ability to continue the configurations. d) Assume ownership for the continued build and maintenance of the system under the guidance of the CentralSquare project team. e) Ensure participation of key stakeholders and decision -makers in the workshop process. f) Observe the change control process for any requested software changes. g) Review and approve the applicable TCRs. 7.6.8 Records Enterprise Pre -Go Live Functional Testing (FT) Records Enterprise Pre -Go Live Functional Testing follows a standard content, approach and format. An Records Enterprise Business Analyst assists the Client with acceptance testing prior to the start of End User Training. This process will be based on the standard CentralSquare FT documents. The FT documents have a standard content and format. The standard CentralSquare FT documents will be sent to the Client for review prior to conducting the tests. The FT results are documented in a TCR for verification and approval by the Client. Upon completion of FT, the Client and CentralSquare will review the list of FT failures (if any), and perform an assessment of the critical errors and determine the timeline for remedying the critical issues (pre versus post Go Live). Participants include key members of CentralSquare's implementation team and should not generally exceed five (5) core members of the Client's implementation team. The Client, with CentralSquare assistance as needed, will repeat any specific critical failed FT tests following the correction of critical issues which has caused the test to fail. This process will not include a repeat of the entire tests. Note: CentralSquare may organize at its discretion, separate breakout FT sessions for subsections of the FT documents that are applicable only to one agency (for example, applicable only to a Sheriff's Department or single agency). Each test will be executed once, and all applicable users and agencies must attend the FT session and observe the tests. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 61 Project Execution Note: Successful completion of the FT as part of the Pre -Go Live testing process does not constitute Final System Acceptance if such a Post -Go Live Reliability Testing is defined in the Purchase Agreement. 7.6.8.1 CentralSquare Responsibilities a) Deliver CentralSquare's standard FT documents to the Client no later than two weeks prior to conducting the FT. b) Provide a TCR to the Client to approve the receipt of the FT documents. c) Assist the Client in conducting the FT in accordance with FT documents. d) Identify and document any issues discovered during the FT. e) Upon completion of FT prepare and submit a TCR to the Client, including a list of any exceptions to FT. 7.6.8.2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base code table entry and configuration. b) Provide adequate facilities to execute the FT. c) Lead the FT by providing operational subject matter experts. d) Assist CentralSquare in documenting FT findings and results. e) Review and approve the appropriate TCRs. 7.6.9 Records Enterprise Data Conversion This Project includes a one-time conversion of the data from two (2) legacy database(s) into Records Enterprise. These sources are Spillman and Tiburon: Standard RMS Conversion from legacy system, to include the following modules: Cases, Incidents, Arrests, Warrants, Evidence, and Masters Standard Docs and Attachments 7.6.9.1.1 CentralSquare Responsibilities a) Work with the customer to identify, document and implement a comprehensive data conversion b) Advise on possible conversion options c) Advise on project milestone dates and client expectations d) Provide training for the customer on using CentralSquare data mapping tools e) Will work with the customer to limit the number of go live conversion events f) Perform one or more sample conversions g) Provide training for the customer on validating the data conversion for completeness and accuracy The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 62 Project Execution h) Legacy data will be converted into corresponding elements in the CentralSquare system. i) Modifications to the CentralSquare system or database for the purposes of data conversion will be limited or unavailable j) Perform final delivery of Data conversion k) Prepare and submit the applicable TCRs. 7.6.9.1.2 Client Responsibilities a) Provide subject matter experts to complete data conversion tasks, including b) Providing expertise in third -party data architecture c) Providing business processing logic for addressing data conversion d) Identify and schedule appropriate personnel to attend training. e) Provide data dumps in the prescribed format within 30 days of contract signing f) Provide routine data dumps throughout the implementation process. g) If needed, provide a temporary workstation for data conversion personnel h) Ensure the legacy data is "conversion ready," meaning it is clean (duplicates, typos, missing information, etc. have been corrected) o Client may elect to perform some of the clean-up activities, post conversion, utilizing some of the Records Enterprise tools (Duplicate MNI, etc.) i) Provide a data dictionary or equivalent documentation to facilitate mapping data elements between the legacy system and the CentralSquare database(s). j) Configure code values outside the scope of the data conversion process k) Take responsibility for costs assessed by the legacy system or any other third -party for performing the data conversion as described. I) Configure code value and complete code value data mapping prior to data conversion processing m) Use provided tools to translate (map) code values between your legacy system and your CentralSquare n) Manual adjustments by the customer may be required on converted data to make it eligible for state submissions, reports, or to align with new workflow processes. o) Back entry of data saved after the final data cut may need to be processes manually p) System downtime may be required to complete the data conversion process q) Perform data validation. Validate data converted is both complete and accurate. Report discrepancies during the implementation process r) Use provided tools to report data conversion issues s) Provide sign -off of the converted data in a non -production environment t) Provide sign -off of the converted data set into the production environment. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 63 Project Execution u) Review and approve (or provide feedback, detailing the required corrections) for the interim data conversion delivery within ten (10) days of receiving. v) Review and approve (or provide feedback, detailing the required corrections) the final data conversion delivery within ten (10) days of the final conversion. w) Provide a secure and reliable network connection. x) Review and approve the applicable TCRs. Note: If the customer purchases elects to not purchase extraction services, the client is responsible for extracting the legacy data into the CentralSquare Technologies template. The Client will provide at least one initial extract of RMS data for CentralSquare Technologies testing purposes, plus one final extract. CST will provide limited consultation if client cannot complete extraction No images, objects or attachments will be converted as part of this conversion unless explicitly purchased. All Enterprise RMS Template Designs must be completed prior to the final data conversion. Master Vehicles/Property/Locations will not be converted directly as they will be built through the import of the other entities. CentralSquare Technologies standard Master Resolution rules will apply. Master Location GEO Validation is not included in the conversion. Only the fields identified in the default state summary templates are included as part of the data conversion. Custom field definitions are not included in the data conversion. Where no directly corresponding default element exists in Enterprise RMS, legacy data may be stored in a narrative or as an attachment to the original record, As agreed to case by case from Weld County In the event that the Client desires any modification to their original data in order to include it in an Enterprise RMS record, they must fully document the transformation process used. All transformations so supplied must be able to be implemented via scripts vs. "human - interpretive" processes. These include, but are not limited to names and addresses CentralSquare Technologies will provide an Operational Scenario Document (OSD) prior to executing the data conversions. The conversion supports a single data source. If needed, or additional sources are required, CentralSquare Technologies can review and scope accordingly. 7.6.10 Records Enterprise Training Note: Training classes are conducted based on the quantities that are specified in the Purchase Agreement. The appearance of a course description in this Statement of The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 64 Project Execution Work does not mean a course will be conducted — it must be listed in the Purchase Agreement. Records Enterprise Training classes are conducted on consecutive weekdays (Tuesday -Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the Records Enterprise FT has been completed and the results are documented. Descriptions of classes are provided below. 7.6.10.1 CentralSquare Responsibilities (for all Records Enterprise Classes) a) Conduct a training orientation via conference call between the assigned CentralSquare Training personnel and the designated Client representative. The objective of this session is to define the Training Schedule, based on the configurations of the Subsystem. b) Schedule the Records Enterprise Training class(es) in accordance with the Client's availability and the Project Schedule. c) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. d) Develop and provide the Records Enterprise Training Plan for all licensed product options to the Client. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 7.6.10.2 Client Responsibilities (for all Records Enterprise Classes) a) Participate in the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Client's System. b) Provide adequate facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. c) Provide a Local Records Administrator for each class that can answer agency specific questions as related to the build of the Client's system. d) Review and approve the applicable TCRs. 7.6.10.3 Records Enterprise End User Training — Records The Records Enterprise End User Training for Records is a hands-on course that prepares the students to add, edit, and modify Incident, Arrest, Custody, Crash, Citation, Field Interviews, State Reporting, Redaction and Expungements. This class also instructs users on how to search crime report records easily and efficiently. Students learn how to maintain State -reportable UCR/NIBRS reports. This class is recommended for all personnel responsible for the day-to-day records data entry and maintenance of all departmental reports. This three-day course prepares a core set of end users to use Records Enterprise. Training classes are conducted between Tuesday and Friday, with a maximum of ten (10) students per class. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 65 Project Execution Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) A comprehensive understanding of the internal structure of the Records Department and departmental policies and procedures. 3) An understanding of how the Records Department interacts with Dispatch and Patrol. 7.6.10.4 Records Enterprise End User Training — Field Officers The Records Enterprise End User Training for Field Officers session is a hands-on three-day course. This course trains students to use Records Enterprise and includes instructions on how to create and submit Incident, Arrest, Field Interview, Citation, and Crash (or applicable modules) through the workflow process. For the train -the -trainer portion of the class, CentralSquare prepares selected Client personnel to train other end users on Records Enterprise. The goal is to prepare these personnel to apply CentralSquare's training concepts to train field users on Records Enterprise. Training classes are conducted between Tuesday and Friday, with a maximum of ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) A comprehensive understanding of the departmental policies and reporting procedures. 3) An understanding of how Patrol interacts with the Records Department and Dispatch. 7.6.10.5 Records Enterprise Property and Evidence Training The Records Enterprise Property and Evidence training is a hands-on three-day workshop for personnel responsible for entering, updating, and maintaining evidence records, and providing written notification for property or impounds. Students learn how to configure the module, search evidence records, manage evidence items, create item barcodes, and use barcoding for inventory evidence. Training should be conducted directly with the Evidence Technicians at the agency's Evidence room. Training classes are conducted between Tuesday and Friday, with a maximum of ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) A comprehensive understanding of the departmental policies and procedures associated to maintaining Evidence. 3) A thorough understanding of how each of the Agency's Evidence locations are laid out and used. 7.6.10.6 Records Enterprise End User Training — Investigations Training The Records Enterprise Investigations training is a hands-on two-day course for Case Managers, Investigative Supervisors, and Investigators (Detectives). Students learn how to assign cases for investigation and track their progress, add case supplements/case materials, create incident supplements, arrests, and update cases as needed. Training should be conducted directly with detectives that can train other detectives at their agency; this helps ensure proper workflows are discussed and configured. Training classes are conducted between Tuesday and Friday, with a maximum of ten (10) students per class. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 66 Project Execution Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) A comprehensive understanding of the departmental policies and procedures associated to Case Management, Investigations, and the management of Intelligence data (if applicable). 7.6.10.7 Records Enterprise End User Training — Civil and Warrants The Records Enterprise End User Training for Civil and Warrants class is course for personnel responsible for entering, updating, and maintaining civil process records and warrants. Students learn how to maintain names, property, fees, dispositions, and payments associated with these civil process records. Training for this module should be specific to the staff involved in the Civil Process. Training classes are conducted between Tuesday and Friday, with a maximum of ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) A comprehensive understanding of the departmental policies, procedures, and requirements for managing the civil process, associated records and reports. 3) A comprehensive understanding of the departmental policies, procedures, and requirements for managing the warrants process, associated records and reports. 7.6.10.8 Records Enterprise Report Writing Class The Records Enterprise Report Writing Training is a hands-on course that will prepare students to create, modify, and run reports on data within the Records Enterprise application. Students will learn how to use the Ad -Hoc Reporting module within Records Enterprise, as well as how to create new Microsoft SQL Reporting Services (SSRS) Custom Reports using SQL Database Model Views. This class is recommended for all personnel that will utilize the provided reporting tools to extract data from the Records Enterprise. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Completion of Records Enterprise Training. 2) General understanding of Microsoft SQL Reporting Services. 3) Understanding of Department Reporting requirements. 7.6.11 Records Enterprise System Integration Testing (SIT) Once the FT is concluded for Records Enterprise and in preparation for Go Live, CentralSquare and the Client will conduct SIT (up to four hours with CentralSquare assisting remotely). The SIT will be conducted based on a provided scenario that test the records management process. A small group of the Client staff (1-2 Records staff and field users) should participate in this test with CentralSquare. CentralSquare will work with the Client on refining the test scenario that test the system based on the Client's practices. This scenario must be signed off prior to commencement of the SIT. At the successful completion of SIT without any issues that prevent the System to be taken Live the Client shall provide written approval that the System is ready for Go Live. 7.6.11.1 CentralSquare Responsibilities a) Schedule a SIT with the Client. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 67 Project Execution b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's call flow. c) Prepare and submit a TCR to the Client documenting the tests that will be used for the SIT. d) Participate in the SIT with the Client. e) Prepare and submit TCRs upon successful completion of the SIT. 7.6.11.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal call flow. b) Participate in conducting the SIT. c) Review and approve the applicable TCRs. d) Provide test systems (or pre -Production systems) for all integrations and interfaces. If the client can not provide a test system CentralSquare must test using the production system. This testing includes, but it not limited to, test data entry in a production system. 7.7 Implementation of Search Search is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Search. 7.7.1 Search Setup and Conversion Services The historical data import is a process by which CentralSquare extracts applicable data from CentralSquare applications and imports that data into Search. The data is then available for search and reporting functionality subject to subscriptions purchased. Note: Each application must be on release versions designated as Search compatible. • CAD Enterprise • Records Enterprise The data available in Search from the Inform Product Suite is listed in each applications' Search Field Mapping Guide. 7.7.1.1 CentralSquare Responsibilities a) Deliver the Search Client Readiness Checklist to Client and review with Client once completed and returned. b) Install and Configure Synchronization. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC es Project Execution c) Perform historical Bulk Import. d) Configure Search: o Provision Agencies within Search o Provision Administrator Users within Search e) Prepare and submit Task Completion Reports (TCR) to the Client for approval to document delivery of products and services. 7.7.1.2 Client Responsibilities a) Complete the Search Client Readiness Checklist, return and review with CentralSquare once completed, address any necessary requirements. b) Provide remote access to CentralSquare's implementation team to Client servers. c) Make appropriate Client staff available during the installation to assist CentralSquare's implementation team in resolving any issues during the process. d) Review and approve the applicable TCRs. 7.7.2 Search Administration Training (Remote) This CentralSquare instructor led class is designed for those individuals who will be responsible for the administration of Search. Participants will be instructed on how to configure, administer, and operate Search in an administration role. The recommended class size for this training is up to 9 participants. This training is up to 4 hours and is delivered in one remote session. At the completion of the training, participants will be able to perform the following: a) Access and successfully login to Search b) Understand the Search site C) Understand the management console for Search d) Create and manage roles e) Create and manage users 7.7.2.1 CentralSquare Responsibilities a) Schedule the Administration training in accordance with the Client's availability and the Project Schedule. b) Provide standard Administration training sessions for Client personnel c) Prepare and submit TCRs upon completion of the training. 7.7.2.2 Client Responsibilities a) Schedule appropriate personnel to attend Administration training. b) Ensure participation of the appropriate personnel. c) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 69 Project Execution 7.7.3 Search Core End User Training (Remote) This CentralSquare instructor led class is designed for the end users of Search. End users include roles such as officers, records clerks, dispatchers, dispatch supervisors, managers, and agency administrators. This class may be attended by the end users, or trainers who will be training the end users within the agency(ies). The recommended class size for this training is up to 12 participants. This training is up to 4 hours and is delivered in one remote session. At completion of this training, participants will be able to perform the following: a) Access and successfully login to Search b) Understand the Search site c) Use links within the site d) Use Online Help e) Use Search Filters f) Save searches and manage saved searches g) View Search History h) View Search Details i) Set up Search Alerts and manage alerts j) Create and access reports These half day courses are conducted remotely and trains a core set of end users on the IQ System. Typically, the remaining end users will be trained via Client delivered training sessions. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Note: All remaining Search end users must complete Client provided end user training. 7.7.3.1 CentralSquare Responsibilities a) Schedule the Search Core End User Training class(es) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. c) Prepare and submit a TCR to the Client upon completion of the training. 7.7.3.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Ensure that all Search core end -users attend the end -user training provided by CentralSquare. d) Provide Search training to all other end users. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 70 Project Execution e) Ensure that each Search end -user completes relevant training before assigning the end -user a username and password to access the Search. f) Review and approve the appropriate TCR. 7.7.3.3 Search Acceptance The Search application will be considered Accepted upon completion of the first Search Core End User Training provided by CentralSquare and the first Subsystem (such as CAD Enterprise or Records Enterprise) is contributing Production data to the Search application. 7.8 Implementation of Crime Analytics Dashboard The Crime Analytics Dashboard will be implemented through a series of standard steps and process gates. 7.8.1 Prerequisite Collection and Preparation The Client's preparation and delivery of prerequisites to the CentralSquare project team is a critical gate for starting the implementation work. 7.8.1.1 CentralSquare Responsibilities a) Provide a prerequisites list following the project kick-off meeting. 7.8.1.2 Client Responsibilities a) Configure hardware, including creation of a CentralSquare local administrator account on the application servers (details in Appendix F — Crime Analytics Dashboard Hardware, Software, and Related Requirements) b) Provide source data access information, typically including ODBC connection details, a read- only database user in each source system, installation of any necessary ODBC or other drivers on the Import Server, and delivery of data dictionaries or target table/field information where requested by CentralSquare. c) Install required software on the Import Server: ArcGIS Desktop, ArcGIS VBA, CentralSquare Desktop application(s) d) Provide required GIS data (details in Crime Analytics Appendix B) e) Configure remote access according to CentralSquare's approved remote connectivity methods f) Complete and return the prerequisites checklist to CentralSquare when all items are completed. 7.8.2 Application Configuration, Staging Deployment, and Initial Review The CentralSquare Implementation Specialist will configure and automate the ETL (Extract, Transform, and Load) processes, including configuring connection(s) to the CAD, Records, and/or other data sources, SQL or text file imports, data processing, geocoding, and output and transfer of data. Upon completion of this process, the Implementation Specialist will configure the Dashboard application according to the Application Specifications listed in Appendix G — Crime Analytics Dashboard GIS Data and Application Specifications and Standard Field Lists listed in The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 71 Project Execution Appendix H — Crime Analytics Dashboard Standard Field Lists. The application will then be installed in the CentralSquare staging environment and demonstrated to the Client for an initial review, and training dates will be scheduled during or following the demonstration. 7.8.2.1 CentralSquare Responsibilities a) Configure the ETL process and Dashboard application. b) Provide the Client with data categorization worksheets as necessary. c) Install the application in the CentralSquare staging environment. d) Schedule and conduct the Application Review Meeting. e) Initiate Scheduling of all Dashboard Training sessions. f) Prepare and submit a TCR upon completion of the Application Review Meeting. 7.8.2.2 Client Responsibilities a) Respond promptly to information, data, and assistance requests from the CentralSquare team. b) Complete data categorization worksheets, if required, within 5 business days of the request. c) Work with the CentralSquare Project Manager to facilitate scheduling a date for the Application Review meeting. d) Schedule the appropriate personnel from the Client's team to attend the Application Review Meeting. This review should include key stakeholders, including analysts, appropriate command staff representatives, and other potential users and subject matter experts. e) Review and approve the applicable TCRs. 7.8.3 Installation The CentralSquare Implementation Team will install the application. 7.8.3.1 CentralSquare Responsibilities a) Coordinate an Installation Planning Meeting with the Client if necessary b) Install the application in the live environment. 7.8.4 Dashboard Administrator/Designer Training (Remote) This CentralSquare instructor led class is designed for those individuals who will be responsible for the administration of the Crime Analytics Dashboard users, permissions, and content. These individuals typically hold analyst, command staff, GIS, or Information Technology positions. Participants will be instructed on how to use the full application, add/remove users, configure roles and permissions, create content (widgets, alerts, queries on demand, and notes), and organize the content into briefing books and groups. The recommended class size for this training is 2-8 participants. This training is 4- 6 hours and is delivered in one or two remote sessions. 7.8.4.1 CentralSquare Responsibilities a) Schedule the Administrator/Designer training in accordance with the Client's availability and the Project Schedule. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 72 Project Execution b) Provide standard Administrator/Designer training sessions for Client personnel c) Prepare and submit TCRs upon completion of the training. 7.8.4.2 Client Responsibilities a) Schedule appropriate personnel to attend Administrator/Designer training. b) Ensure participation of the appropriate personnel. c) Provide adequate hardware, telecom, and/or other facilities for the training. d) Review and approve the applicable TCRs. 7.8.5 Dashboard Train the Trainer Training (On Site) Note: Train the Trainer occurs after Dashboard Go Live & System Review and is not a dependency for System Acceptance. Note: This training must occur within 6 weeks of Dashboard Go Live & System Review. If the Client cannot schedule the training within this window, an alternative, equivalent delivery method such as a video or remote training will be provided. No refund or credit will be provided as a result of this change. This CentralSquare instructor led class is designed for a focused group of Dashboard end users who will be responsible for formally or informally training the balance of users at the agency. End users include roles such as officers, command staff, analysts, and administrators. This class may be attended by the end users or trainers who will be training the end users within the agency(ies). The recommended class size for this training is up to 15 participants, and CentralSquare recommends that each participant follows along on a computer. At completion of this training, participants will be able to perform the following: a) Navigate and view the content within the application b) Run queries and analysis routines within the application c) View and post notes/missions within the application d) Save their own individual queries within the application This training includes up to three duplicate 2.5 hour sessions that are delivered onsite during the same day visit. These courses train a core set of end users or trainers on the Crime Analytics Dashboard System. Typically, the remaining end users will be trained via Client delivered training sessions. The number of students attending the User Training course will be limited to no more than fifteen (15) students per class. 7.8.5.1 CentralSquare Responsibilities a) Schedule the Dashboard Train the Trainer classes in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 73 Project Execution c) Prepare and submit a TCR to the Client upon completion of the training. 7.8.5.2 Client Responsibilities a) Provide adequate training facilities, including a conference room with adequate space, computers for each attendee, and a computer projector. b) Prepare the training computers by installing any required software and ensuring access to the Dashboard website(s). c) Ensure participation of the appropriate personnel. d) Provide Dashboard training to all other end users. e) Review and approve the appropriate TCR. 7.8.6 Dashboard Go Live & System Review Dashboard "Go Live" occurs at the point when the Dashboard application is available to trained Administrator users. This initiates the System Review, during which the client takes responsibility for testing and data validation, and CentralSquare provides support and consultation. 7.8.6.1 System Review Once the system is in production, one or more Administrator logins have been provided to the client, and the Administrator/Designer training has been completed, the application will be considered "live", and the System Review will begin. During the System Review, the client is responsible for reviewing the application and informing the CentralSquare Project Manager of any noticed or potential issues or deficiencies with the configuration or data. The System Review period will expire in 10 business days, at which point, CentralSquare will address all submitted items prior to Train the Trainer training. CentralSquare responses to each submitted item will fall into one of the following categories: a) This item refers to something in the application or data import configuration that has been confirmed and fixed/changed. b) Further information or action from the Client is required in order to assess the item (a time window for Client action will be provided). c) This item is a result of the source query or GIS data provided by the Client and requires Client action to fix (a time window for Client action will be provided). d) This item identifies a software bug that has been submitted for review and rectification. e) This item refers to a function or known limitation of the application that lies in the application code rather than the configuration, and changes to the application code are excluded from this project. Suggested Client Review Items: a) Presence of contracted Query Layers (example: Calls for Service, Incidents, Arrests, etc.) o Query Layers are listed/visible in the "What" query panel. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 74 Project Execution b) Query layer data integrity and completeness: o Compare/confirm the number of records vs. the source database (CAD/Records) by running identical queries in both systems. o Confirm the fields identified in the Statement of Work are included by viewing the data in the Table. o Confirm that the fields displayed in the Table contain the expected values (including codes/descriptions) o Review Crime/Incident/Data type categorization/symbology. c) Saved Query Completeness and Accuracy o Confirm the accuracy and completeness of the Saved Query picklists on the "What" query panel. o Perform queries and confirm that they return the expected results. d) Geocoding o Use Pin Map queries and/or Filter widgets to plot records on the map and spot check general accuracy to confirm the mapped location matches the address/location listed on the record. o Spot check the address values displayed in the Dashboard (every query layer) against the address listed in the source system/data. e) Geography and Operational Layers o Confirm the Geographic Query Layers identified in project planning (up to 10) are present and the proper selection values are listed on the "Where" query panel (example: "Zone 1, Zone 2, Zone 3...") o Confirm the Operational Layers identified in project planning (up to 5) are present and accurately reflect the GIS data provided for the project. 7.8.6.2 CentralSquare Responsibilities a) Prepare and submit a "Go Live" TCR at the completion of Administrative/Designer Training b) Notify the Client that the System Review period has begun, provide the review items listed above c) Receive and address all items/issues submitted by the Client during the System Review d) Prepare and submit a TCR. 7.8.6.3 Client Responsibilities a) Complete the Suggested Client Review Items listed above. b) Inform the CentralSquare Project Manager of any questions, issues, or requested configuration changes. c) Review and approve the appropriate TCRs The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 75 Project Execution 7.8.7 Crime Analytics Acceptance The Crime Analytics Dashboard application will be considered Accepted upon completion of the System Review. 7.9 Implementation of the Advanced Reporting Module The Advanced Reporting Module will be implemented through a series of standard steps following standard application specifications. 7.9.1 Application Configuration and Deployment The CentralSquare Implementation Specialist will configure the Advanced Reporting Module to display the data entities and reports as described in Appendix I — Advanced Reporting Module System Requirements and Application Specifications, and the CentralSquare Implementation Team will install the application. 7.9.1.1 CentralSquare Responsibilities a) Coordinate an Installation Planning Meeting with the Client if necessary b) Install the application in the live environment. c) Prepare and submit a TCR upon completion of the installation. 7.9.1.2 Client Responsibilities a) Coordinate assistance, as needed, from the Client Systems Administrator if the application is to be installed at the Client's premise. b) Review and approve the applicable TCRs. 7.9.2 Advanced Reporting Module Training (Remote) Note: This training must occur within 3 weeks of completion of the Application Configuration and Deployment phase (denoted by a TCR). If the Client cannot schedule the training within this window, an alternative, equivalent delivery method such as a video or remote training will be provided. No refund or credit will be provided as a result of this change. This CentralSquare instructor led class is designed for either a small group of end users or the individuals who will be responsible for formally or informally training the balance of users at the agency. The recommended class size for this training is up to 15 participants. At completion of this training, participants will be able to perform the following: a) Navigate and view the content within the application. b) Filter and select data. c) Ste report parameters. d) Export reports to Microsoft Excel. e) Print standard reports. f) Save bookmarks and share sessions remotely. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 76 Project Execution This training is two (2) hours and is delivered in one remote session. 7.9.2.1 CentralSquare Responsibilities a) Request a list of Client users to be licensed in the system. b) Schedule the Advanced Reporting Module training in accordance with the Client's availability and the Project Schedule. c) Provide the Advanced Reporting Module training session for Client personnel. d) Prepare and submit TCRs upon completion of the training. 7.9.2.2 Client Responsibilities a) Provide a list of Client users to be licensed in the system. b) Schedule appropriate personnel to attend the training. c) Ensure participation of the appropriate personnel. d) Provide adequate hardware, telecom, and/or other facilities for the training. e) Review and approve the applicable TCRs. 7.9.3 Advanced Reporting Module Go Live & System Review "Go Live" occurs at the point when the Advanced Reporting Module application is available to trained Advanced Reporting Module users. This initiates the System Review, during which the client takes responsibility for testing and data validation, and CentralSquare provides support and consultation. 7.9.3.1 System Review Once one or more Advanced Reporting Module logins have been provided to the client, and the training has been completed, the application will be considered "live", and the System Review will begin. During the System Review, the Client is responsible for reviewing the application and informing the CentralSquare Project Manager of any noticed or potential issues or deficiencies with the configuration or data. The System Review period will expire in 10 business days, at which point, CentralSquare will address all submitted items and close the project. CentralSquare responses to each submitted item will fall into one of the following categories: a) This item refers to something in the application or data configuration that has been confirmed and fixed/changed. b) Further information or action from the Client is required to assess the item (a time window for Client action will be provided). c) This item requires Client action to fix (a time window for Client action will be provided). d) This item identifies a software bug that has been submitted for review and rectification. e) This item refers to a function or known limitation of the application that lies in the application code rather than the configuration, and changes to the application code are excluded from this project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 77 Project Execution Suggested Client Review Items: a) Availability of data entities, as outlined in Appendix I — Advanced Reporting Module System Requirements and Application Specifications b) Data integrity and completeness: o Compare/confirm the number of records vs. the source database (CAD/Records) by running identical queries in both systems. o Confirm that the fields displayed in the Table contain the expected values (including codes/descriptions) c) Application functions o Test selection and filtering functions and confirm that the displayed data and charts change appropriately as filters are applied o Confirm ability to save bookmarks o Confirm ability to print reports 7.9.3.2 CentralSquare Responsibilities a) Prepare and submit a "Go Live" TCR at the completion of Advanced Reporting Module Training b) Notify the Client that the System Review period has begun c) Receive and address all items/issues submitted by the Client during the System Review d) Prepare and submit a TCR. 7.9.3.3 Client Responsibilities a) Complete the Suggested Client Review Items listed above. b) Inform the CentralSquare Project Manager of any questions, issues, or requested configuration changes. c) Review and approve the appropriate TCRs 7.10 Implementation of Crimemapping.com Note: Crimemapping.com utilizes the hardware, software, and other requirements for Crime Analytics Dashboard and may be implemented prior to Dashboard if desired by the Client. Completion of Review of Hardware System Specifications outlined earlier in the System Installation section is a prerequisite for this task. The CentralSquare Project Manager will provide the Client with a Crime Categorization Worksheet enabling them to match the Agency's offense codes to the 15 Crimemapping Crime Categories. All offense codes not mapped to one of the 15 categories will be excluded from the site. The Client will complete the worksheet and return it to the Project Manager within 5 days. Upon receipt of the required items and information, the CentralSquare Implementation Specialist will configure the data extraction application and deploy the agency's data to the Crimemapping The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 78 Project Execution environment. Site and data specifications are listed in Appendix F — Crime Analytics Dashboard Hardware, Software, and Related Requirements. The CentralSquare Project Manager will provide the Client with the Crimemapping Staging Site URL and login information. At this point, the Client will have 10 days to review the site prior to the data being made available to the public on Crimemapping.com. 7.10.1.1 CentralSquare Responsibilities a) Connect to the source server and configure the ETL process b) Prepare the Crime Categorization Worksheet and provide it to the Client c) Configure the agency on the Crimemapping.com staging site d) Provide the Client with the Crimemapping.com staging site URL and login account 7.10.1.2 Client Responsibilities a) Complete the Crime Categorization Worksheet within 5 days and return it to the CentralSquare Project Manager b) Provide the following to the CentralSquare project manager: o Jurisdiction boundary GIS file (if available) o Address of the agency's headquarters o The agency website and up to three additional URLs may be provided for reference on Crimemapping.com 7.10.2 Crimemapping.com System Review & Go Live The Crimemapping.com System Review initiates upon CentralSquare's provision of the Crimemapping staging site URL and login account. The System Review duration is 10 days, and upon completion of the review period, the client agency's data will be released to the publicly available Crimemapping.com site signifying "Go Live." 7.10.2.1 System Review During the System Review, the client is responsible for reviewing the application and informing the CentralSquare Project Manager of any noticed or potential issues or deficiencies. The System Review period will expire in 10 business days, at which point, CentralSquare will address all submitted items prior to Go Live. CentralSquare responses to each submitted item will fall into one of the following categories: a) This item refers to something in the application or data import configuration that has been confirmed and fixed/changed. b) Further information or action from the Client is required in order to assess the item (a time window for Client action will be provided). c) This item is a result of the source query or GIS data provided by the Client and requires Client action to fix (a time window for Client action will be provided). The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 79 Project Execution d) This item identifies a software bug that has been submitted for review and rectification. e) This item refers to a function or known limitation of the application that lies in the application code rather than the configuration, and changes to the application code are excluded from this project. Suggested Client Review Items: a) Ability to log into the Crimemapping staging site b) Presence of client agency data in the staging site, searchable by agency, address, and city/state C) Data integrity and completeness: the crime records shown on the site generally reflect the count queried from Records. Note: data filtering and categorizing may produce slight variations between Records and Crimemapping.com, and the site generally shows one record per included offense rather than one record per incident. d) Geocoding: the records are placed appropriately on the map. Note: map placement is generalized to the center of the street in an effort to protect victim privacy. 7.10.2.2 CentralSquare Responsibilities a) Receive and address all items/issues submitted by the Client during the System Review b) Release the Client Agency's data to the public Crimemapping.com site after the 10 day review period c) Prepare and submit a TCR. 7.10.2.3 Client Responsibilities a) Review the Agency's data on the Crimemapping Staging Site b) Provide approval to release the Agency's data to the public Crimemapping.com site prior to expiration of the 10 day review period if desired c) Review and approve the appropriate TCRs 7.11 Implementation of System Interfaces 7.11.1 Inform Standard Interfaces' Requirement Gathering and Configuration The functionality and applicable configuration options for each of the CentralSquare Standard Interfaces are described in the Interface Requirements Documents (IRD). A CentralSquare Systems Engineer will review the IRDs for each of the applicable Standard Interfaces with the Client's subject matter experts and prepare a configuration worksheet (Interface Configuration Document — ICD) detailing the parameters that will be set to meet the desired functionality for the Interface. This process may be performed for different interfaces at different times. This process will be performed remotely via phone conference. The Client is responsible for The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 80 Project Execution engaging the third -party vendors whose systems are being interfaced with, so that an end to end flow of the data is discussed. CentralSquare Systems Engineer will configure and install the Standard interfaces on Client's system hardware. IRDs are not Client specific documents, and not subject to edits, changes, or approval. Client specific configurations for Standard Interfaces are documented in configuration worksheets (ICD) and must be approved prior to configuration of the interface. Installation and configuration of Standard Interfaces can only be performed by qualified members of CentralSquare System Engineering or Engineering teams, using proprietary tools. Any changes to the requirements of the Records Check Interface from the approved Configuration worksheet will be subject to additional cost and configuration time. Once each of the Standard Interfaces are installed and configured, they can be staged for FT. CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by the third -party vendors engaged in the implementation of the standard or custom interfaces, unless the work is defined under a subcontract with CentralSquare within the scope of this Purchase Agreement. Note 1: Standard Interfaces are developed and enhanced within the CentralSquare product version process for CentralSquare products (such as CAD Enterprise). Changes to standard Interfaces will require adherence to the development life cycle therein. Changes to standard Interfaces that are delivered within this life cycle will require the Client's system to be on a compatible version. Note 2: The Client's provision of Interface Requirements for Standard Interfaces is an early Project checkpoint. This information is needed to prepare the configuration sheets for Standard Interfaces. Incomplete, inaccurate or delayed information can have a cascading effect on the Project Schedule, and may result in a significant delay in completion of the project, since modification to Standard Interfaces are only released with a major version of CAD Enterprise. Note 3: Any changes to the configuration of Standard Interfaces made by the Client makes the Interface non -supportable, and all troubleshooting efforts resulted by such changes will be subject to additional cost. Note 4: The Client is responsible for any services or software needed from such Third -Party Systems to allow for interaction with the Third -Party System or for connecting to CentralSquare Interfaces Software in the absence of a Third -party API. CentralSquare is not responsible for any cost associated for the API, any required third -party lab or certification testing, cost associated with required programming or custom work by the third -party vendors, or any license fees that may be required by the third -party vendors. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 81 Project Execution 7.11.2 Custom Interfaces' Requirement Gathering and Configuration A CentralSquare Systems Engineer will review requirements specified by the Purchase Agreement applicable to Custom Interfaces, and lead gathering detailed operational requirements within the scope of the Purchase Agreement. This process may be performed for different interfaces at different times. This process will be performed remotely via phone conference. Once sufficient information has been gathered to describe the operational functionality of the Interface, the Systems Engineer will create Operational Scenario Documents (OSD) detailing the operation of the Interface. Client's input in detailing all relevant information regarding the operations of these interfaces and interactions with the external systems are essential to timely and accurate development of the OSDs. The completed OSDs will be provided for Client's review. This document must be approved by both the Client and CentralSquare prior to development. The Client will be given a TCR that the document was provided, meets the requirements and has been reviewed with the Client. The Client must review the OSD within 10 days from delivery by CentralSquare, and provide comments and questions back to CentralSquare or provide approval if no changes or edits is necessary. The Client is responsible for obtaining the API for each of the third -party vendors that CentralSquare applications are interfacing with. The API must be for the version of the third -party software that CentralSquare will be interfacing with. The timelines for providing these documents to CentralSquare is concurrent with development of the OSD, so that any limitations associated with the level of integration with the third -party application can be taken into consideration. Delays in review and approval of the OSDs can impact timely development of the interfaces, and ultimately delay the Go Live of the system. All requirement changes for Custom Interfaces after approval of the OSD shall follow the Change Management process, and may be subject to additional cost and development time. Upon approval of the OSD the custom interfaces are developed by CentralSquare engineering team. Once developed, these interfaces will be installed on Client equipment and go through testing with the Client and applicable third -party vendors who own and administer the vendor side of the interface. The Client is also responsible for coordinating execution of a mutual Non -Disclosure Agreement (NDA) between the third -party vendors and CentralSquare before any technical information or documentation can be exchanged or testing can commence. CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by the third -party vendors engaged in the implementation of the standard or custom interfaces, unless the work is defined under a subcontract with CentralSquare within the scope of this Purchase Agreement. Note 1: The Client's provision of Interface requirements for each of the Custom Interfaces is an early Project checkpoint. This information is needed to develop the OSDs for Custom Interfaces. Incomplete, inaccurate, or delayed information can have a The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 82 Project Execution cascading effect on the Project Schedule, and may result in a significant delay in completion of the project. Note 2: The Client is responsible for providing Application Programming Interface (API) documentation for the Third -Party Systems. The API must document the integration process for the level of interface integration defined by CentralSquare's response to the RFP. The Client is responsible for any services or software needed from such Third -Party Systems to allow for integration with the third -party system. Note 3: The °scope of functionality for the custom interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system being interfaced. Note 4: High level descriptions of each of the custom interfaces in Appendix D - Custom CentralSquare Interfaces, will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note 5: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third -party applications for the interfaces that the vendor is not a CentralSquare Subcontractor, based on the Purchase Agreement. Note 6: CentralSquare is not responsible for any cost associated for the API, any required third -party lab or certification testing, cost associated with required programming or custom work by the third -party vendors, or any license fees that may be required by the third -party vendors. 7.11.3 Interface Functional Testing (Fr) All Standard and Custom Interfaces are subject to Functional Testing (FT). FT for Standard Interfaces is based on a standard set of CentralSquare FT documents for each interface, as they are applicable to Client's configurations. FT for Custom Interfaces are based on the functionality described in the approved OSD for the interface. This process will be based on an FT document developed by the Systems Engineer. The test source will be the provided IRDs; therefore, all Standard Interfaces will be tested against standard, predefined CentralSquare FT documents. These tests have a standard format and will be sent to the Client for review prior to conducting the FT. CentralSquare will repeat any failed FT test following the correction of any issues which has caused the test to fail. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 83 Project Execution 7.11.3.1 CentralSquare Responsibilities a) Provide the IRD to the Client for review for each of the Standard Interfaces. b) Prepare and submit a TCR to the Client, documenting the delivery of the IRDs to the Client for Standard Interfaces. c) Review the IRD with the Client for each of the Standard Interfaces and gather and document the configuration options for the Interface. d) Install and Configure the Standard Interfaces based on the agreed upon configurations. e) Gather the operational requirements for each of the Custom Interfaces and develop and OSD. f) Provide the OSD to the Client for review and approval. (for custom interfaces only) g) Prepare and submit a TCR to the Client, documenting Client's approval of the OSD for each of the Custom Interfaces. h) Develop the Custom Interfaces based on the approved OSD. i) Install and configure the Custom Interfaces. j) Prepare and submit TCRs upon installation of the Interfaces. k) Develop FT documents reflecting feature descriptions found within the provided and applicable OSDs. I) Provide the FT documents to the Client for review prior to conducting the FT for each interface. m) Provide a TCR to the Client to approve the receipt of the FT documents. n) Assist the Client in conducting Acceptance Testing in accordance with FT documents. o) Prepare and Submit a TCR, documenting completion of FT including any exceptions to FT. p) Resolve FT issues and re -run tests as required. 7.11.3.2 Client Responsibilities a) Participate in the review of the IRDs and provide the configuration information to CentralSquare in a timely manner. b) Provide the information that are necessary for development of the OSD for each Custom Interface. c) Obtain the API for each of the third -party applications that CentralSquare interfaces with and provide the document to CentralSquare. d) Review and approve the OSDs based on the required timelines. e) Engage the third -party vendors in the requirement gathering, development, testing and other interface development activities. f) Review and approve the FT documents. g) Participate in the FT. h) Assist CentralSquare in documenting FT findings and results. i) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 84 Project Execution 7.12 System and Subsystem Go Live The "cut over" of each of the CAD Enterprise, Mobile Enterprise, Records Enterprise, Subsystems, and related Interfaces into the production environment is a highly orchestrated activity that will require a number of resources from both the Client and CentralSquare teams. It is recommended that CAD Enterprise, Mobile, and the CAD Enterprise Subsystems (such as the Go Live interfaces) are taken into production at one time; then other systems, such as Records Enterprise are taken into production in phases following the CAD Enterprise cutover. 7.12.1 CAD Enterprise, Mobile, and CAD Enterprise Subsystem Go Live The "cut over" of the CAD Enterprise, Mobile Enterprise, CAD Enterprise Browser and Interfaces into the production environment is a team approach. It is the intent of the Project to take all these Subsystems Live at the same time. CentralSquare utilizes a pre -Go Live checklist for CAD Enterprise with various activities to ensure readiness of the System prior to Go Live. There are some tasks that must be performed by the Client, which are detailed in the pre -Go Live checklist. This activity begins several weeks in advance of Go Live. CentralSquare will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. CentralSquare will provide the Client with a Go Live authorization letter, detailing the date and time of Go Live and those components that will be taken into Live operations. It is necessary that the Client approves this letter no later than 2 weeks prior to the scheduled Go Live to secure the Go Live support resources. Prior to Go Live the pre -production test data will be purged from the Client's system. The equipment is staged to move into the communications center and/or units. Units and personnel are logged into the System and Interfaces are activated. At Go Live, the CentralSquare and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved through CentralSquare Customer Services. A more detailed Go Live plan will be provided with adequate lead time. The Project Manager will be an active participant in the Go Live process. Go Lives are conducted on consecutive weekdays (Monday -Friday). Go Lives that require CentralSquare support that begins before or extends beyond weekdays will be subject to additional charge. The breakdown of onsite Go Live Services is as follows: Go Live Coverage for CAD Enterprise, Mobile, and CAD Enterprise Interfaces: 24 hour coverage for 3 days — two 12 hour shifts per day, 2 people per shift. Weld will work with PMO to develop three shift schedule using same number of resources. 7.12.1.1 CentralSquare Responsibilities a) Provide to the Client a Go Live check list with adequate time for review. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 85 Project Execution b) Prepare and submit a Go Live authorization letter to the Client. c) Identify the participants for the Go Live in accordance with the terms of the Purchase Agreement. d) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live check list. e) Prepare and submit a TCR upon first Go Live operation of the CAD Enterprise. 7.12.1.2 Client Responsibilities a) Timely review of the Go Live checklist. b) Complete Mobile roll out process in sufficient time to allow for testing prior to Go Live. c) Review and approve the Go Live authorization letter no later than 3 weeks prior to the scheduled Go Live. d) Provide adequate persons for the supervision and monitoring of the Client's CAD Enterprise end users 24/7 beyond the participation of the CentralSquare staff. e) Provide dedicated workstations (preferably 2 workstations) for CentralSquare support staff during Go Live support period. f) Provide 24/7 support by the Client's IT department. g) Develop a process for the reporting and resolution of field mobile issues. h) Review and approve the applicable TCR. 7.12.2 Records Enterprise Go Live Once end -user training has been completed and Records Enterprise is ready to be placed into production, CentralSquare will assist the Client in placing the system into operation. In preparation for Go Live, CentralSquare will assist the Client in cleaning the training data from the Records Enterprise System. CentralSquare will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. At Go Live, the CentralSquare and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved through CentralSquare Customer Services. A more detailed Go Live plan will be provided with adequate lead time. Go Lives are conducted on consecutive weekdays (Monday -Friday). Go Lives that require CentralSquare support that begins before or extends beyond weekdays will be subject to additional charge. The breakdown of onsite Go Live Services is as follows: Go Live Coverage for Records Enterprise: Eight (8) hour coverage for 4 days — single shift per day, 2 people per shift , staggered shift of 0700-1500 and 1000-1800, with potential exception of first day of Go Live The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 86 Project Execution 7.12.2.1 CentralSquare Responsibilities a) Prepare and submit a Go Live authorization letter to the Client. b) Identify the participants for the Go Live in accordance with the terms of the Purchase Agreement. c) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. d) Be onsite to assist the Client in placing the system into production status. e) Assist Client staff in using the system and assist the computer operations staff in supporting the system. f) Provide System monitoring following the actual System cut over as specified within the Purchase Agreement. Prepare and submit a TCR upon first Live operation of Records Enterprise. g) 7.12.2.2 Client Responsibilities a) Complete Records Enterprise roll out to support the Go Live date. b) Review and approve the Go Live authorization letter no later than 3 weeks prior to each scheduled Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with CentralSquare and in accordance with the project schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the CentralSquare staff. f) Provide dedicated workstations for CentralSquare support staff during Go Live support period. g) Provide Client IT support to cover all Client end user and CentralSquare staff hours of operation. h) Develop a process for the reporting and resolution of issues. i) Review and approve the applicable TCR. 7.13 Reliability Acceptance Period for CAD Enterprise & Records Enterprise The Client's cutover to live production status of any CentralSquare supplied Subsystem (i.e., productive use) constitutes the client's acceptance of the Subsystem. Standard (use standard in System Purchase Agreement template): Upon Go Live for the Subsystem(s), the Client shall use the Subsystem for a thirty (30) consecutive day period to verify operational functionality in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in Addendum E to the Agreement) are reported during such thirty (30) day period, the Subsystems shall be deemed to have achieved Final Acceptance. In the event that a Critical Priority or Urgent Priority Software Error occurs The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 87 Project Execution during the Acceptance Test Period, CentralSquare shall commence actions in accordance with the Software Support Agreement to correct the reported error. Note: If Subsystems do not Go Live on the same day, or if agencies and/or PSAPs Go Live in multiple phases, the Reliability Acceptance Period for each Subsystem will start the first day that Subsystem Goes Live and is used in a Production environment by any agency and/or PSAP There will not be separate Reliability Acceptance Periods as subsequent agencies and/or PSAPs Go Live. 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. 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. Critical or Urgent Priority software errors caused by factors that are outside of CentralSquare's control, and/or from variables which are outside the scope of CentralSquare's responsibilities, will not be counted Critical or Urgent Priority software errors. Examples of such issues could be, but are not limited to: a) Power failures b) Operator error c) External network failure d) Availability of components that are not provided by CentralSquare but interface to/from the CentralSquare solution e) Hardware or Operating System software f) Non CentralSquare supplied software components introduced to the working environment During the Acceptance Test Period, the Subsystem will be frozen, (i.e., no changes, fixes, and/or updates will be applied, except those that are required to address Downtime Failures associated with the Acceptance Test Period.) At the conclusion of the Acceptance Test Period, as further defined in the Agreement, the Subsystem will be deemed accepted by the Client. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 88 Project Closure 7.13.1.1 CentralSquare Responsibilities a) Document the start of the Reliability Acceptance Period upon Go Live of the Subsystem in a TCR. b) Address any Reliability Acceptance Period issues that are reported during this test period. c) Document other issues that are not considered "Reliability Acceptance" issues to be addressed as part of the support and maintenance of the Subsystem. d) Provide the appropriate TCR to document the Final Acceptance of the System. 7.13.1.2 Client Responsibilities a) Report issues when they develop. b) Review and approve the applicable TCRs. 8 PROJECT CLOSURE When all pre and post go live project deliverables have been completed, Project Closure activities will take place. Support of the System and Subsystems are transitioned to CentralSquare's Customer Services Group. Any remaining Project related administrative tasks are completed by CentralSquare and Client. Project documentation is archived and primary Client interaction is officially handed over from the CentralSquare Project Manager to the CentralSquare Account Manager. 8.1 System Transition Following Go Live, there is a transition period where the Client moves from the implementation team to the support team. This transition will change the Client's primary point of contact from the Project Manager back to the Account Manager. Software support will be handled through the Customer Services Group. The Client's issues will be entered, tracked, and managed via a computerized and web -enabled issues tracking system. This tracking system will become available to the Client at system installation. 8.1.1.1 CentralSquare Responsibilities a) Provide payment reconciliation, final TCRs and final invoices. b) Transition the CentralSquare point of contact from the Project Manager to the Account Manager and Client Support Services Department. c) Provide continued support based on terms of Purchase Agreement. 8.1.1.2 Client Responsibilities a) Provide approval of Project TCRs within five (5) business days. b) Provide payment reconciliation and payment of final invoices. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 89 9 APPENDIX A - REQUIRED CAD ENTERPRISE OAR CODE FILE BUILD The purpose of this table is to identify specific portions of the System Code files and modules that must be built and configured prior to CAD Enterprise System OAR. Note: Items identified with asterisk (*) are optional, and will be built as specified, only if the Client chooses to use them. Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Advisor Build 2 completely X Minimum of two (2) are needed for testing. Audit Reasons * Build up to 10 X Minimum of one (1) is needed for testing Bolo Type* Build up to 20 X Minimum of one (1) is needed for testing. Call Response Disposition * Build up to 10 X Minimum of one (1) is needed for testing. Call Taking X One Call Taking Screen complete Caller Types * Review functionality X Minimum of one (1) is needed for testing. Cancellation Reasons Build up to 15 X Minimum of one (1) is needed for testing. Capability Types * Review functionality X Minimum of two (2) are needed for testing. Cardfile * Review functionality X At least 2 categories and 2 entries in each The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2017 CentralSquare Technologies, LLC 90 Appendix A - Required CAD Enterprise OAR Code File build Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Cardfile categories * Review functionality X Minimum of two (2) are needed for testing. Caution note category Review functionality X Minimum of two (2) are needed for testing. Caution Note Source Review functionality X Minimum of one (1) is needed for testing Caution Notes Review functionality X Minimum of two (2) are needed for testing. Change Destination Reason * Review functionality X Minimum of one (1) is needed for testing Color Assignment X Complete Controlling Dispatcher X Minimum of two (2) sectors are needed for testing. Custom Data Field Builder * Review functionality X Minimum of one (1) is needed for testing Custom Timestamp Builder * Review functionality X Minimum of one (1) is needed for testing Customer Information X Complete Dispatch levels * Review functionality X Minimum of two (2) are needed for testing. Employee Schedule Change * Build up to 10 X Minimum of one (1) is needed for testing Explorer Setup Utility X Eye Description (CentralSquare uses NCIC standard) Complete The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 91 Appendix A - Required CAD Enterprise OAR Code File build Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Gender Description* (CentralSquare uses NCIC standard) Complete GIS REQ. Cities Tables (Part of GIS Conversion) The initial conversion must be complete GIS REQ. County Tables (Part of GIS Conversion) The initial conversion must be complete GIS REQ. Map Layers (parks, water, rails, etc.) (Part of GIS Conversion) The initial conversion must be complete GIS REQ. Response Areas At least one will be built for OAR. If Provided to CentralSquare prior to OAR, this information will be imported to CAD Enterprise Review functionality X Minimum of two (2) sectors are needed for testing (or the response areas included in the initial conversion) GIS REQ. State Tables (Part of GIS Conversion) The initial conversionbe mp must Complete GIS REQ. Streets Database (Part of GIS Conversion) The initial conversion must be Complete Hair Description (CentralSquare uses NCIC standard) Complete Hierarchy X Complete Incident Types Build all Incident types that are provided to CentralSquare prior to OAR Review functionality X Minimum of two (2) are needed for testing. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 92 Appendix A - Required CAD Enterprise OAR Code File build Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Inter -Agency security and comment sharing (if applicable) X Complete Late Response Reasons * Review functionality X Minimum of one (1) is needed for testing License Plate Types * (CentralSquare uses NCIC standard) Complete Location Type Utility Review functionality X Minimum of two (2) are needed for testing. Message Audit Utility Review functionality At least 1 message is needed in CAD for testing Method Call Received * Review functionality X Minimum of one (1) is needed for testing MSI - Call Taking Settings Review functionality X Complete MSI - Global Settings X Complete MSI - Priority Builder X Complete MSI - Toggles X Complete MSI- Miscellaneous Functionality X Complete MSI- Nomenclature X Complete MSI-Odometer * X Complete The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 93 Appendix A - Required CAD Enterprise OAR Code File build Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Multi Agency Setup * Review functionality X Complete Messaging X Complete Number Setup Utility X Complete Out of Service Reasons Review functionality X Minimum of one (1) is needed for testing Password Security Build 2 completely X Complete for the personnel involved in testing People as Capabilities * Review functionality X Minimum of two (2) are needed for testing. Permission Security Manager Build 2 completely Complete for the personnel involved in testing Permit Status* Review functionality X Minimum of one (1) is needed for testing Permit Type* Review functionality X Minimum of one (1) is needed for testing Personnel Manager Build up to 50 prior to OAR X Complete for the personnel involved in testing Powerline Setup Utility Review functionality At least ten (10) applicable Powerline Commands must be built Premise Utility Review functionality X Minimum of one (1) is needed for testing Priority Builder Build up to 10 prior to OAR X Minimum of two (2) are needed for testing. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 94 Appendix A - Required CAD Enterprise OAR Code File build Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Problem (Incident Sub- Type) guild up to 20 prior to OAR X Minimum of two (2) are needed for testing. Race Description * (CentralSquare uses NCIC standard) Complete Reset Timer Reasons * Review functionality X Minimum of one (1) is needed for testing Resource Group Manager * Review functionality X Minimum of one (1) is needed for testing Resource Icon Assignment Build up to 20 prior to OAR Review functionality X Minimum of twenty (20) is needed for testing Response Area Builder Build at least �oeOARr Review functionality X Should be complete Response Plan Manager Review functionality X Minimum of two (2) are needed for testing. Response - Incident Editor Queue X Should be complete Roster Cancellation Reasons* Review functionality X Minimum of one (1) is needed for testing Roster Exception Reasons * Review functionality X Minimum of one (1) is needed for testing Roster Setup Utility * Review functionality X Complete Roster Template Builder * Review functionality X Minimum of one (1) is needed for testing Rotation Categories * Review functionality X Minimum of one (1) is needed for testing The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 95 Appendix A - Required CAD Enterprise OAR Code File build Code File Item Must Be Built by CentralSquare Prior to OAR To Be Built at OAR To Be Built After OAR by the Client, Under CentralSquare's Supervision Needed to Perform FT Testing (if the module is being utilized) Rotation Suspension Reasons Review functionality Minimum of one (1) is needed for testing Shift Type X Minimum of one (1) is needed for testing Shorthand Comment Builder * Review functionality X Minimum of one (1) is needed for testing Sound Manager * Review functionality X Minimum of one (1) is needed for testing Station Post Manager X X Minimum of two (2) are needed for testing. Status Names X Should be complete Street Finder alias Utility Review functionality X Minimum of one (1) is needed for testing Timers and Warnings Utility' Review functionality X Minimum of one (1) is needed for testing Transport Priority Types X X Minimum of one (1) is needed for testing Transport Protocol Types X X Minimum of one (1) is needed for testing Unit Names Build up to 50 prior to OAR X Minimum of five (5) is needed for testing User Functionality Groups Build up to 5 prior to OAR Review functionality X Complete for the personnel involved in testing Vehicle Manager Build up to 50 prior to OAR X Minimum of five (5) is needed for testing The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 96 Appendix B - Contracted Modifications to Standard CentralSquare Products 10 APPENDIX B - CONTRACTED MODIFICATIONS TO STANDARD CENTRALSQUARE PRODUCTS Note: Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. There are no product modifications proposed for this project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 97 Appendix C - Standard CentralSquare Interfaces 11 APPENDIX C - STANDARD CENTRALSQUARE INTERFACES Note: The scope of functionality for these Standard interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the capabilities of the external system being interfaced. Note: High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third -party applications for the interfaces that the vendor is not a CentralSquare Subcontractor, based on the Purchase Agreement. 11.1 Standard Interfaces for Each Environment The following table lists the Standard Interfaces that are included in this Purchase Agreement. If not explicitly listed, the interface will not be installed and supported in the specific environment. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 98 Appendix C - Standard CentralSquare Interfaces Standard Interfaces Prod. DR Test Trng One (1) Standard API X One (1) Standard ANI/ALI Interface X (Site license) Standard EMD integration X X X X One (1) Standard Priority Dispatch Aqua Ascent X One (1) CAD Enterprise ASAP Interlace X One (1) Standard CAD Enterprise Motorola MCC 7500 Console Radio Interface X One (1) Standard NICE Interface X One (1) Standard RapidSOS Interface X One (1) Standard Alphanumeric Paging Interlace X One (1) Standard Station Alerting Interface X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — Firehouse X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — FireManager X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — Zoll X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — FirstWatch X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — ImageTrend X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — ERS X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — LERMS X One (1) Standard CAD Enterprise to External System Incident Data Transfer Interface — Evidence.com X One (1) Standard NCIC/State Message Switch Interface X One (1) Standard LiveScan/AFIS Interface (Export) X One (1) Standard Axon Evidence.com Integration X One (1) Standard Citation Publisher (ADG/Full Court) X One (1) Standard Beast Interface X The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 99 Appendix C - Standard CentralSquare Interfaces 11.2 NCIC State Message Switch The Standard NCIC/State Message Switch Solution includes the following Connections, Transactions, and Query Builder Feature (Optional Purchased Feature): 11.2.1 Connections 11.2.1.1 CAD Enterprise 11.2.1.1.1 Standard Connections for CAD Enterprise The following standard connections will be included in the project, subject to applicable access a) State Justice Switch for State/NLETS/NCIC transactions b) CAD Enterprise Be on the Look Out (BOLO) and Supplemental Information. Access is available through CAD Enterprise and Mobile for BOLO and Supplemental Information (previous incident -related Person, Vehicle, Firearm and Property queries run from CAD Enterprise or Mobile Enterprise) queries. c) Records Enterprise System from CAD Enterprise (Only if Client has Records Enterprise) 11.2.1.1.2 Custom Connections for CAD Enterprise Custom connections allow the ability to access additional records management systems, warrant/court systems, or other accessible external databases. Access to custom connections from CAD Enterprise and/or Mobile Enterprise will be identified. Custom connections included in this Purchase Agreement: a) No Custom Connections are included as part of this Purchase Agreement 11.2.1.2 Records Enterprise 11.2.1.2.1 Standard Connections for Records Enterprise The following standard connections will be included in the project, subject to applicable access a) State Justice Switch for State/NLETS/NCIC transactions 11.2.1.2.2 Custom Connections for Records Enterprise Custom connections allow the ability to access additional records management systems, warrant/court systems, or other accessible external databases. Custom connections included in this Purchase Agreement: a) No Custom Connections are included as part of this Purchase Agreement The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 100 Appendix C - Standard CentralSquare Interfaces 11.2.2 Transactions 11.2.2.1 Standard State/NLETS/NCIC Connection Transactions The following standard transactions will be included in the project, subject to applicable access. These standard queries can be performed via CAD Enterprise PowerLine, CAD Enterprise Query entry page, Mobile Enterprise Query entry page, and Records Enterprise query entry page a) The following Standard State transactions are supported: o To be provided at contract signing b) For new State implementations that CentralSquare has not yet developed Standard Transactions, the Client is responsible for providing State documentation for review by CentralSquare Product Management to identify standard state transactions. o State DMV/NLETS Driver Record Inquiry by Name/Date of Birth (DOB) or Drivers License Number (OLN). (Also includes "super queries" provided by some states to query multiple state/NLETS/NCIC databases from a single inquiry transaction) o State NCIC Wanted Person Query by Name/Date of Birth or Drivers License o State DMV/NLETS Vehicle Registration Record Inquiry by License Plate or VIN o State and NCIC Stolen Vehicle Inquiry o NCIC Firearms Inquiry by Serial Number o NCIC Article Inquiry by Serial Number a) The following responses are supported for parsing local Person and Vehicle state transactions. Parsing of returns is applicable if Client is using Records Enterprise and transactions are already defined. o To be provided at contract signing Note: None of above queries include record entry, modification or update (Cancel, Clear, Locate) transactions. This functionality is available only if Query Builder is purchased and the Client builds the queries or CentralSquare develops the query. Reference Custom Transactions section. Note: Above queries are included as long as they can run against Standard Connections, or Custom connections specified by the Purchase Agreement. a) The following queries can be run from any system that is integrated with the CentralSquare Message Switch (TTMS). o Standard CAD Enterprise Connection Transactions o CAD Enterprise Be On the Lookout (BOLO) records: The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 101 Appendix C - Standard CentralSquare Interfaces • Person by Name or Driver's License Number • Vehicle by License Plate or VIN o CAD Enterprise Supplemental Information records: • Person by Name or Driver's License Number • Vehicle by License Plate or VIN • Firearm by Serial Number • Property by Serial Number o Standard Records Enterprise Connection Queries • Person by Name or Driver's License Number • Vehicle by License Plate or VIN • Article • Location 11.2.2.2 Custom Transactions Custom transactions can be developed or performed via CAD Enterprise Records Check Client, Records Enterprise Inline transactions, and Mobile Enterprise Query screens only. For an additional cost, custom PowerLine commands can be developed for these transactions in CAD Enterprise. Examples of custom transactions include, but are not limited to the following: a) Boat, aircraft, or ATV/snowmobile queries b) Restraining Order or Criminal History queries C) Administrative messages d) Entry Transactions e) Modify Transactions (modify existing records) f) Update Transactions (Clear, Cancel, Locate) g) Queries against records accessed through custom connections. Custom connections included in this Purchase Agreement: a) No Custom Connections are included as part of this Purchase Agreement 11.2.3 Query Builder Feature The CentralSquare Query Builder, comprised of the CentralSquare Message Switch application, provides a user with the ability to define and submit State, NLETS and NCIC transactions to the State's Records Check system (State system). The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 102 Appendix C - Standard CentralSquare Interfaces The Message Switch's Query Builder feature allows a Message Switch user to define State, NLETS or NCIC transaction messages by specifying a transaction identifier (such as a Message Key) and a list of input fields that accompanies each message. The user will be able to save the message definition for later editing and test the message by sending it, along with values for the defined fields, to the State system. Finally, the user will be able to designate a message as "active", which makes it available for use outside of the Message Switch application. For any system integrated with TTMS, it allows a user to select the pre -defined Message Switch message, enter values for its defined fields, and submit it to the State system. The user will then be able to view the unparsed data from the responses returned by the State system. Note: State Certification requirements may dictate which transactions must be defined as certification -tested. The certification requirements may require "custom transactions" be certified as part of the approved library of transactions. 11.2.4 Client Responsibility a) Client to communicate with the State to ensure compliance with any required documentation, certification, and applications they must submit, the timelines involved, and define any deliverables from CentralSquare that may be required to complete implementation. b) Client to have a subject matter expert (SME) in connectivity to the state or any external connection. c) Client to have a subject matter expert (SME) in operational workflow and expected results from the state or any external connection. d) Client to establish connectivity to the state or any external connection for testing and production operations. e) Client to obtain valid ORI's and/or Mnemonics for testing and production operations. 11.2.5 CentralSquare Responsibility a) CentralSquare will install and configure the TTMS solution and the components to support the CentralSquare systems (CAD Enterprise, Mobile Enterprise, and Records Enterprise). b) CentralSquare will provide Query Builder (if purchased) training with the client's State and/or external connection SME. C) CentralSquare will configure any final changes to support Go Live. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 103 Appendix D - Custom CentralSquare Interfaces 12 APPENDIX D - CUSTOM CENTRALSQUARE INTERFACES Note: The Client is responsible for providing Application Programming Interface (API) documentation to these Third -Party Systems that document the integration process for the level of interface integration defined by CentralSquare's response to the RFP. The Client is responsible for any services or software needed from such Third -Party Systems to allow for interaction with the Third -party System API or for connecting to CentralSquare Interfaces Software in the absence of a Third -party API. Note: The scope of functionality for these custom interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system being interfaced. Note: High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order. Note: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third -party applications for the interfaces that the vendor is not a CentralSquare Subcontractor, based on the Purchase Agreement. 12.1 Custom Interfaces for Each Environment The following table lists the Standard Interfaces that are included in this Purchase Agreement. If not explicitly listed, the interlace will not be installed and supported in the specific environment. List of Project's Custom Interfaces (OSDs to be provided): No custom interfaces in scope for this project The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 104 13 APPENDIX E - SUBCONTRACTOR(S) STATEMENT(S) OF WORK There are no subcontractors currently identified at this time. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2017 CentralSquare Technologies, LLC 105 Appendix F — Crime Analytics Dashboard Hardware, Software, and Related Requirements 14 APPENDIX F - CRIME ANALYTICS DASHBOARD HARDWARE, SOFTWARE, AND RELATED REQUIREMENTS NOTE: All hardware and software provided by the Client must be solely dedicated for the Crime Analytics Dashboard application unless approved in writing by the CentralSquare Project Manager. 14.1.1.1 Client Hardware a) Import Server o CPU: Quad -core processor, 1.8 GHz or faster o 8 GB RAM o RAID 1 disk configuration using two (2) 146GB 15K RPM SAS disk drives o 1000Mb Network Card o Windows Server 2008, 2008 R2, 2012, or 2012 R2 (upon compatibility with ESRI's ArcGIS software) o Local administrator account provided to CentralSquare o A static external IP address: this is a security requirement in order to transmit data to the CentralSquare Cloud o Web access to https://extractor.omegagis.com a) End User Workstations o Windows • 2 GB RAM • Processor: 1.8 GHz or faster • Minimum monitor resolution: 1280 x 1024 px • 100/1000Mb network card • Windows: Vista, 7, 8, 9, or 10 • Internet Explorer 7 or later • Microsoft Silverlight 5 or later o Macintosh (Intel -based) • 2 GB RAM • Processor: 1.83 GHz or faster • Minimum monitor resolution: 1280 x 1024 px • 100/1000Mb network card • Safari • Microsoft Silverlight 5 or later The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 106 Appendix F - Crime Analytics Dashboard Hardware, Software, and Related Requirements 14.1.1.2 CentralSquare Provided Software a) CentralSquare ETL Tools: Import Wizard, etc. 14.1.1.3 Client Provided Software a) ArcGIS Desktop 10.0 - 10.4 — Basic License (formerly ArcView) b) ArcGIS Desktop VBA Resources for Developers (no cost license only) The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 107 Appendix G — Crime Analytics Dashboard GIS Data and Application Specifications 15 APPENDIX G - CRIME ANALYTICS DASHBOARD GIS DATA AND APPLICATION SPECIFICATIONS 15.1.1 GIS Data Specifications a) Boundary and Landmark Features b) The client shall provide files of relevant boundaries and landmarks within the area of interest. Typical features include: o Boundaries and jurisdictions such as beats and reporting districts o Landmark information such as schools, parks, and other locations of interest c) Geocoding Reference Data o The client is responsible for providing accurate Geocoding Reference Data in a GIS format that will be used to generate a geocoding service. Reference data may consist of street centerlines, address points, parcels, points of interest, or other GIS features referenceable in the data to be geocoded. The quality of geocoding (placement of records on the map) will be dependent upon the quality, completeness, and consistency of the Geocoding Reference Data and the consistency of location/feature names and references between the Geocoding Reference Data and the CAD, Records, or other data being geocoded. d) Map Caches o The Crime Analytics Dashboard supports the use of one or more map caches, which serve as the background map(s) for the application. ESRI's ArcGIS Online maps are the current default map caches for the application's background layers, and at its sole discretion, CentralSquare may replace one third -party map cache source for another third -party map cache. The client may provide map caches for the application if the following requirements are met: ■ Caches must be built using the Web Mercator Auxiliary Sphere (102100 or 3857) projection. • If multiple caches will be used in the Dashboard, the zoom levels must match between caches. • The caches must be accessible by URL to all intended end -users and to the location of the Dashboard web server. • The client is responsible for maintaining the map cache(s) and assuring availability and accessibility. ■ The cache site may be required to reside in an SSL website. 15.1.2 Application Specifications a) Data History The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 108 Appendix G - Crime Analytics Dashboard GIS Data and Application Specifications o The Dashboard will include a rolling thirty-six (36) months of historical data for each dataset. b) Widgets o Each widget presents data in based on the query/selection configured for it by the agency. Widgets can be added, deleted, and modified by administrator or designer users and are updated automatically up to four times per day. A total of 400 widgets are licensed with the Dashboard, and more may be added at an additional cost. C) Briefing Books o Briefing books are role -oriented containers that store up to 10 pages of widgets at a maximum of 6 widgets per page. Briefing books can be configured by the Client agency's users as standard functionality. A total of 25 briefing books are licensed with the Dashboard, and CentralSquare will configure up to 2 standard briefing books to serve as initial content or templates for the Client. d) Symbology o All applications include standard CentralSquare symbology for each data source. e) Operational Layers o An operational layer represents a set of geographic features, typically boundaries or landmarks, that can be displayed on top of the base geography. CentralSquare will configure up to five (5) operational layers. f) Saved Queries o Saved Queries are a set of pre -defined data queries organized in folders. Data queries are based on data available from the Records or CAD system and vary in design from one application to another. CentralSquare will configure Saved Queries for the fields designated in Appendix C where code/description lookup tables are available either by provision from the Client or in the source database. Each Saved Query group will query one field within the data, and a maximum of five hundred (500) total saved query pick list items will be provided per designated field. Geographic Queries o Geographic queries filter data query by location, a known boundary, point of interest, address or intersection. This will limit search results to those records occurring within the selected boundary or within the specified radius of the point of interest, address or intersection. CentralSquare will configure up to ten (10) geographic query layers. g) h) Users o Three user types will be provided in order to utilize and administer the application: • Three (3) Administrator logins for purposes of creating new content and managing user logins • Unlimited Designer logins for purposes of creating and modifying content • Unlimited Standard User logins for purposes of viewing content and creating Queries on Demand The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2020 CentralSquare Technologies, LLC 109 Appendix H — Crime Analytics Dashboard Standard Field Lists 16 APPENDIX H - CRIME ANALYTICS DASHBOARD ARD FIELD LISTS NOTE: The system will include only the data sources listed in the Overview of Project Deliverables section above. The lists below may reference data sources not included Calls for Service 2 3 4 6 8 9 10 11 12 13 14 15 16 17 18 19 20 AGENCY CALL NUMBER CALL TYPE CALL DESC CALL DATE ADDRESS APT COMMON NAME AREA V AREA 2* AREA 3 AREA 4* PRIORITY DISPOSITION CALL SOURCE SHIFT PRIMARY UNIT PRIMARY OFFICER REMARKS PRIMARY KEY AGENCY CALL_NUM J CALL_TYP E CALL_DESC CALL DATE CV_ADDRESS APT COMMON_NAME PRIORITY DISPO_DESC CALL SOURCE_DESC SHIFT PRIM UNIT OFFICER REMARKS PRIMARY KEY YES YES YES YES YES YES YES YES YES YES YES YES YES. YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to Centralsquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of Centralsquare Technologies, LLC. 2020 CentraiSquare Technologies, LLC 110 Appendix H - Crime Analytics Dashboard Standard Field Lists Crime Incidents/Offenses 1 AGENCY 2 CASE NUMBER 3 CRIME CATEGORY 4 NIBRS OR UCR 5 STATUTE OR CHARGE 6 HIGHEST CHARGE FLAG 7 ADDRESS 8 APT 9 AREA 1* 10 AREA 2* 11 AREA 3* 12 AREA 4* 13 COMMON NAME 14 SPLIT DATE 15 FROM DATE 16 TO DATE 17 REPORT DATE 18 SHIFT 19 CASE STATUS 20 CLEARANCE OR DISPO 21 PREMISE 22 WEAPON 23 DOMESTIC VIOL 24 GANG RELATED 25 ALCOHOL RELATED 26 PRIMARY OFFICER 27 PRIMARY KEY AGENCY CASE_N U M CV LEGEND CRIME DESC CHARG E_D ESC HIGH_CHARGE_FLAG CV ADDRESS APT COMMON NAME SPLIT_DATE FROM_DATE TO_DATE REPORT DATE SHIFT CAS E_STATU S_D ESC DISPO_DESC PREMISE_DESC WEAPON_DESC DV GANG ALCOHOL OFFICER PRIMARY_ KEY YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 111 YES YES YES YES YES YES YES YES Appendix H - Crime Analytics Dashboard Standard Field Lists Arrests 1 2 3 4 5 6 STATUTE OR CHARGE 7 8 9 10 ARR NUMBER CASE NUMBER PERSON NAME ALIAS NAME 11 NIBRS OR UCR CV LEGEND ARR DATE ARR LOCATION APT 12 AREA 1* 13 AREA 2* 14 AREA 3* 15 16 17 18 19 20 21 22 23 24 25 AREA 4* ARR TYPE RACE ETHNICITY AGE DOB HEIGHT WEIGHT HAIR EYES 26 SCARS MARKS TATS 27 DRIVERS LICENSE 28 HOME LOCATION PRIM ARR OFFICER 30 MUG SHOT 33 PRIMARY KEY 34 HIGH CHARGE FLAG 29 AGENCY ARREST_NUM M CASE NU M FULL NAME ALIAS CHARGE_DESC CRIME_DESC OMEGA CRIME TYPE ARR DATE ARR ADDRESS APT ARR TYPE DESC SEX RACE REPORT GRID pit YES YES YES YES YES YES YES YES YES YES YES YES. YES YES YES YES YES YES ETHNICITY r` YES". AGE DOB HEIGHT WEIGHT HAIR EYES SMT LICENSE HOME ADDRESS OFFICER M U G_S H OT PRIMARY_KEY HIGH_CHARGE_FLAG YES YES YES i7eah_ac; ejr YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES sr" YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 112 YES YES YES YES YES YES YES YES YES YES YES Appendix H - Crime Analytics Dashboard Standard Field Lists Field Interviews GENCY 2 Fl NUMBER REASON`j 4 PERSON NAME ALIAS NAME 6 Fl DATE Fl ADDRESS APT AREA 1* AREA 2* AREA 3* AREA 4* SEX RACE ETHNICITY AGE DOB HEIGHT WEIGHT EYES SCARS MARKS TATS DRIVERS LICENSE 24 GANG NAME CASE NUMBER 26 PRIMARY OFFICER 27 COMMENTS 7Q DEilAAUV vcV AGENCY Fl NU M REASON_DESC FULL NAME ALIAS Fl DATE CV_ADDRESS APT SEX RACE_DESC ETHNICITY AGE DOB HEIGHT WEIGHT EYES HAIR SMT LICENSE GANG NAME OFFICER COMMENTS PRIMARY KEY YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES VES SAVED QUERY YES YES YES YES YES YES YES YES YES YES YES YES YES AD HOC YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 113 Appendix H - Crime Analytics Dashboard Standard Field Lists 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Citations 1 AGENCY 2 CIT NUMBER 3 CASE NUMBE PERSON NAME ALIAS NAME 6 CIT TYPE 7 STATUTE CIT DATE ADDRESS APT AREA 1* AREA 2* AREA 3* AREA 4* SEX RACE ETHNICITY AGE DOB HEIGHT WEIGHT, HAIR EYES SCARS MARKS TATS DRIVERS LICENSE PRIMARY OFFICER PRIMARY KEY AGENCY CIT _NUM CASE NUM FULL NAME ALIAS CIT_TYPE_DESC STATUTE_DESC CIT_DATE CV_ADDRESS APT SEX RACE_DESC ETHNICITY AGE DOB HEIGHT WEIGHT HAIR EYES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES SMT YES LICENSE YES OFFICER PRIMARY KEY YES YES YES YES YES YES YES YES 07 Y 'r��' ... .... YES YES. YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 114 Appendix H Crime Analytics Dashboard Standard Field Lists Traffic Collisions AGENCY 2 ACC NUM COLLISION DESC 4 ACC DATE 5 ADDRESS 6 APT INTERSECTION 8 AREA 1* AREA 2* 10 AREA 3* 9 11 AREA 4* 12 CAUSE DESC 13 14 FTALITY 15 16 ALCOHOL RELATED 17 PED RELATED 18 HIT &RUN 19 20 TRAFFIC CONTROL INJURY SPEED RELATED WEATHER 21 PRIMARY OFFICER AGENCY ACCIDENT__NUM COLLISION DESC • APT CV_INTERSECTION YES YES YES YES YES .wv ter.. >v �..> _.v n m.u+.i.r..v.r.n_•�•...r WiM1v.,vir,n 3 i w...tte'. ,...n.=w"iFt--7145 ^sn \ f �'1111 t . s,3`.8' �i'{.;.r4C ."'Y'YIti j.X � _-.r .y4. 'rA..;"i.1 � t ,':.'yrW X;. rrtr^ ".KSY{➢CJ^'yKi ^?W,',7I.*. tt Inn aV'%rr2?.�, YES YES YES YES YES YES YES YES YES YES YES CAUSE DESC YES YES INJURY FTALITY SPEED_RELATED ALCOHOL_RELATED PED RELATED HIT RUN WEATHER TRAFFIC CONTROL YES YES YES YES YES YES YES YES OFFICER YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES 22 PRIMARY KEY PRIMARY_KEY YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 115 YES Appendix H — Crime Analytics Dashboard Standard Field Lists Warrants 2 3 4 6 8 9 10 11 12 13 14. 15 16 17 18 19 20 21 22 23 24 25 26 27 WARRANT NUMBER PERSON ID PERSON NAME ALIAS NAME STATUTE OR CHARGE WARRANT TYPE WARRANT STATUS ISSUE DATE WARRANT LOCATION APT AREA 1* AREA 2* AREA 3* AREA 4* SEX SEX RACE RACE_DESC ETHNICITY ETHNICITY AGE AGE DOB DOB HEIGHT HEIGHT WEIGHT WEIGHT EYES EYES HAIR HAIR SCARS MARKS TATS SMT DRIVERS LICENSE LICENSE PRIMARY KEY PRIMARY KEY AGENCY WARRANT_N U M PERSON_ID RSO N_I D FULL NAME ALIAS CHARGE_DESC ESC WARRANT TYPE DESC WAR RANT__STATUS_DESC ISSUE_DATE CV ADDRESS YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentraiSquare Technologies, LLC. 2020 CentraiSquare Technologies, LLC 116 Appendix H -- Crime Analytics Dashboard Standard Fief Linn Arrestees 2 4 5 6 7 8 9 10 11 12 13 14 AGENCY ARREST NUMBER CASE NUMBER PERSON NAME ALIAS NAME STATUTE OR CHARGE NIBRS OR UCR CV LEGEND ARR DATE HOME LOCATION APT AREA 1* AREA 2* AREA 3* 15 AREA 4* _DESC 16 ARR TYPE 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SEX RACE ETHNICITY AGE DOB HEIGHT WEIGHT HAIR EYES SCARS MARKS TATS DRIVERS LICENSE ARR LOCATION PRIM ARR OFFICER MUG SHOT 33 PRIMARY KEY 34 HIGH CHARGE FLAG AGENCY ARREST_NUM EST_N U M CASE_N UM FULL NAME ALIAS CHARGE_DESC CRIME_DESC OMEGA CRIME TYPE ARR__DATE HOME ADDRESS APT SEX RACE_DESC ETHNICITY AGE DOB HEIGHT WEIGHT HAIR EYES SMT LICENSE ARR_ADDRESS OFFICER MUG_SHOT G_S H OT PRIMARY_KEY HIGH CHARGE FLAG REPORT SAVED:-. ►UERY YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 117 Appendix H - Crime Analytics ashb and Standard Field Lists Gang Members 6 AGENCY AGENCW 2 PERSON ID PERSON ID SON NAME FULL_NAME 4 ALIAS NAME ALIAS 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 GANG NAME GANG SUBSET GANG MEMBER RANK HOME ADDRESS APT REPORT DATE WARRANT NUMBER SEX RACE ETHNICITY AGE DOB HEIGHT WEIGHT EYES HAIR SCARS MARKS TATS DRIVERS LICENSE COMMENTS PRIMARY KEY GANG_NAME GANG_SUBSET GANG_RANK CV ADDRESS APT REPORT_DATE WARRANT SEX RACE_DESC ETHNICITY A G E DOB HEIGHT WEIGHT EYES HAIR SNIT LICENSE COMMENTS PRIMARY KEY YE YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES .4. YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 118 Appendix H - Crime nalytics Dashboard St dare Ft&d Lists Incident Person Involvements REPORT • GRIP SAVE [ QUERY 1 AGENCY 2 PERSON ID 3 CASE NUMBER 4 PERSON NAME 5 ALIAS NAME 6 INVOLVEMENT TYPE STATUTE OR CHARGE 7 (highest) 8 NIBRS OR UCR (highest) 9 FROM DATE 10 TO DATE 11 REPORT DATE 12 ARR DATE 13 HOME LOCATION 14 APT 15 AREA 1* 16 AREA 2* 17 AREA 3* 18 AREA 4* 19 SEX 20 21 22 23 24 26 HAIR 27 EYES 28 SCARS MARKS TATS 29 DRIVERS LICENSE CAS E 30 STATUS/DISPO/CLEARANCE otIrk,cvoitz.,Figingt,i1F;Ajetmripm-477.ospxyarpgri. 31 INCIDENT LOCATION 32 33 34 ARREST LOCATION MUG SHOT PRIMARY KEY AGENCY3/4 PERSON_ID CASE_N U M FULL NAME ALIAS INVOLVEMENT_DESC CHARGE_DESC CRIME_DESC FROM_DATETIME TO_DATETI M E RPT_DATETIME ARR_DATE HOME_ADDRESS APT SEX RACE_DESC ETHNICITY AGE DOB HEIGHT dat HAIR EYES SMT LICENSE CAS E_STAT U S INC_ADDRESS ARR ADDRESS MUG_SHOT PRIMARY KEY ES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 119 AD IOC YES YES YES YES YES YES YES YES YES YES Appendix H - Crime Analytics Dashboard Standard Field Lists License Plate Reader 2 ACTIVITY ID AGENCY LICENSE PLATE 4 LICENSE PLATE HYPERLINK VEHICLE HYPERLINK 6 CAMERA ID CAMERA TYPE 8 PRIMARY KEY*** GEO STATUS*.** 10 HOW GEOCODED*** 11 12 LOCAL Y LO CA L_X 13 ACTIVITYID AGENCY LICENSE_PLATE LICENSE_PLATE_HYPE RLINK VEHICLE HYPERLINK CAMERA _ID CAMERA_TYPE E RA_TY P E PRIMARY KEY Status. YES SAVED QUERY YES YES YES YES YES YES YES YES YES iwGeoName YES LOCATION X LOCATI O N_Y LATITUDE LATITUDE 14 LONGITUDE 15 ACTIVITY_DATE 16 ACTIVITY DOW 17 ACTIVITY TIME LONGITUDE CV_ACTI VITY_DATE YES CV_ACTIVITY_DOW YES CV_ACTIVITY _TIN/1E YES The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 120 ppendix H -. Crime Analytics Dashboard Standard Field Lists Parolees T - AGENCY AGENCY YES YES YES YES 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 2 PERSON ID 3 PERSON NAME 4 ALIAS NAME 5 STATUTE OR CHARGE HOME ADDRESS 7 APT AREA 1* AREA 2* AREA 3* AREA 4* PAR BEGIN DATE PAR END DATE PAR STATUS NARC REG SEX_REG ARSQN_REG VIOLENT PROB NARCO PROB ASSUALT PROB SEX PROB OTHER SEX RACE ETHNICITY AGE DOB HEIGHT WEIGHT EYES HAIR SCARS MARKS TATS DRIVERS LICENSE PRIMARY OFFICER MUG SHOT PERSON _ID FULL_NAME ALIAS CHARGE_DESC CV ADDRESS APT PAROLE DATE DISCHARGE_DATE PAR_STATUS_D ESC HS REQ / NARC_REG PC_290/SEX_REG PC; 457 / ARSON_REG PC_3058_RE / VIOLENT PRO B_NARCO PROB ASSUALT PROB_SEX PROB OTHER SEX RACE_DESC ETHNICITY AGE DOB HEIGHT WEIGHT EYES HAIR SMT LICENSE OFFICER MUG SHOT YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 121 Appendix H - Crime Analytics Dashboard Standard Field Lists Probationers 2 4 6 8 9 10 12 13 14 15 16 17 18 20 21 22 EYES 23 HAIR DISPLAY NAME E. cc n.�:.,_� ty way^' ♦ .r.tkagztifisd.diivx:k>a£.r -:lt:','..i r ,. AGENCY PERSON ID PERSON NAME ALIAS STATUTE OR CHARGE PROB STATUS PROB BEGIN DATE PROB END DATE HOME ADDRESS APT AREA 2* AREA 3* AREA 4* SEX RACE AGE AGE DOB HEIGHT WEIGHT 24 26 28 SCARS MARKS TATS DRIVERS LICENSE PRIMARY OFFICER MUG SHOT, PRIMARY KEY AGENCY PERSON_ID FULL NAME ALIAS CHARGE_DESC PRO B_STAT U S PROB_BEGIN_DATE PROB_END_DATE CV_ADDRESS APT SEX RACE DESC HEIGHT YES WEIGHT EYES HAIR SMT LICENSE OFFICER xtot MUG_SHOT PRIMARY KEY YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 122 Appendix H - Crime Analytics Dashboard Standard Field Lists Recovered Vehicles AGENCY CASE NUMBER STATUTE OR CHARGE RECOV DATE ;AGENCY CASE N U M vt 141. CHARGE_DESC REC DATE FROM DATE 6 TO DATE 8 APT 9 COMMON NAME 10 PREMISE 12 AREA 2* 13 AREA 3* 14 AREA 4* 15 CASE. STATUS 16 VEH STATUS 17 18 19 20 21 22 23 24 25 26 27 YES YES RECOV STATUS VEHICLE TYPE VEHICLE YEAR ✓ EHICLE MAKE VEH MODEL :r{: VEH COLOR VEH DOORS VEH LIC PLATE NO ✓ EH LIC PLATE ST ✓ EHICLE VIN RECOV CONDITION 28 PRIMARY OFFICER TO DATE CV ADDRESS APT COMON NAME PREMISE_DESC CASE STATUS_D ESC ✓ EH_STATUS_DESC RECOV_STATUS_DESC VEH_TYPE_DESC VEH YEAR VEH MAKE DESC VEH MODEL VEH_COLOR VEH_DOORS ✓ EH_LICENSE ✓ EH_STATE VEH VIN YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES 'A7ft°'�Xc'p�''-S'�""a.'"'A' r�i5FgeRECOV CONDITION OFFICER PRIMARY KEY YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES _,U�• ..,... N+�_ ... _ U..p.. ,l ii......>..e .•.?t.ct�+.w' a• .ia YYJ9:S+S *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 123 Appendix H - Crime Analytics Dashboard Standard Field Lists 1 Stolen Vehicles REPORT GRID YES YES AD, HOC' 2 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 VEH MAKE AGENCY CASE NUMBER STATUTE OR CHARGE FROM DATE TO DATE RECOV DATE ADDRESS APT COMMON NAME PREMISE AREA 1* AREA 2* AREA 3* AREA 4* CASE STATUS VEH STATUS RECOV STATUS VEH TYPE VEH YEAR 21 22 23 24 25 26 27 28 29 VEH MODEL VEH COLOR VEH DOORS VEH LIC PLATE NO VEH LIC PLATE ST VEHICLE VIN RECOV CONDITION PRIMARY OFFICER PRIMARY KEY AGENCY CASE_N U M CHARGE DESC FROM_DATE M_DATE TO DATE REC_DATE CV_ADDRESS APT COMON_NAME PREMISE_DESC CAS E_STATU S_D ESC ✓ EH_STATUS_DESC REC_STATUS_DESC VEH _TYPE DESC VEH YEAR ✓ EH_MAKE_DESC VEH_MODEL ✓ EH_COLOR VEH DOORS VEH_LICENSE V EH_STAT E ✓ EH_VIN RECOV CONDITION DESC OFFICER PRIMARY_KEY YES � YES YES YES YES YES YES YES YES YES YES Il YES YES YES YES YES 'tatty; cs,Sra+JF.va��%. •',1-71t..3 YES YES YES YES YES YES YES YES YES YES YES YES airs YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES - - . YES � .,,•. YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 124 YES Appendix H - Crime Analytics Dashboard Standard Field. Lists Sex Registrants 4 6 8 11 PERSON ID PERSON NAME ALIAS NAME STATUTE OR CHARGE RISK LEVEL REGISTRATION DATE HOME LOCATION APT AREA 1* AREA 2* 12 AREA 3* 13 14 15 16 20 18 SEX RACE ETHNICITY AGE DOB SEX HEIGHT WEIGHT SCARS MARKS TATS 24 25 26 27 28 29 DRIVERS LICENSE CASE NUMBER CONVIC DATE COMMENTS MUG SHOT PRIMARY KEY REPORT GRID PERSON_ID RSO N_I D FULL NAME ALIAS CHARGE_DESC RISK_LEVEL REG_DATE CV_ADDRESS APT 2 YES YES tEKskw YES YES YES YES YES YES YES YES RACE__ ETHNICITY AGE DOB HEIGHT WEIGHT SMT LICENSE CASE NUM. CONV_DATE COMMENTS MUG_SHOT PRIMARY_KEY YES YES.. YES YES YES YES YES YES YES YES YES YES YES YES YES YES 22 EYES EYES YES AD HOC. YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 125 Appendix H Crime Analytics Dashboard Standard Field Lists ShotSpotter 1 INCIDENT ID CAD ID 3 INCIDENT TYPE INCIDENT DATE 5 NEAREST ADDRESS BEAT 7 COVERAGE AREA NUMBER OF SHOTS 9 COMMENTS INCIDENT ID CaseNumber IncidentType TriggerTime CV ADDRESS BeatName CoverageAreaName NumShots COMMENTS f�EPORT GRID YES YES YES YES YES YES YES YES YES SAVED , QUERY gwassY YES YES The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 126 Appendix H Crime Analytics Dashboard Standard Field Lists Special Flags / Known Offenders Yew 2 AGENCY• PERSON NAME 4 ALIAS NAME 5 t. CASE NUM STATUTE OR CHARGE ADDRESS 8 ADDRESS TYPE 9 APT AGENCY PERSON ID YES YES YES YES • 241 .N8fi.aa'-' iiii,-) gCLdd vLla :.e.r0,6A. ..ty.yl(/'istaiz Ai; ..- Y. .YFA ��LUS[ �Xs54tn'b/h+1.W u 41' IJ4. t4 -. s+ .2 zvx>.�'ita.� -s.. t "� L A .+' Sii icJ y -.o -..><< urrov-•1 t-•••...n••ul.tn Nxv'.+Y, M im f+14t'T+�"a a'/fs•tr ...._.....p.- ..,fy. • • •...., 1 il- ^'. .•! t. t ! e).yt.l •• ALIAS YES, CASE NUM CHARGE_DESC CV ADDRESS ADDR_TYPE APT 14 CONVICTION DATE CONVICTION DATE 4!` `LfELEASED_DATE RELEASED_DATE REGISTERED DATE REGISTERED -DATE REGISTRANT 17 STATUS 18 RISK LEVEL FLAG TYPE 20 21 22 23 24 25 SEX RACE ETHNICITY AGE OFFICER COMMENTS REG_STATUS_DESC RISK_LEVEL FLAG_TYPE SEX RACE_DESC ETHNICITY AGE OFFICER YES YES YES YES YES YES .. YES YES YES YES YES DES •� i il• ;r cr.'. YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES *Each Area field may include one of the following: Beat, District, Precinct, Sector, City, Zip Code, etc. Queries Standard NLETS/NCIC/DMV Queries (dependent on State availability) Person by Name & DOB or DL/OLN (photo return "in state") Gun Vehicle by Plate or VIN The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 127 Appendix H -- Crime Analytics Dash and Standar Field Lists Fire/EMS Incidents AGENCY. INCIDENT NUMBER :JNcClDENT CATEGORY INCIDENT TYPE SHIFT ADDRESS APARTM ENT AREA 1* EAREA2* AREA 3.* STATION • RESPONSE TYPE/PRIORITY RESPONSE 911 DATE NOTIFY DATE ARRIVAL DATE LAST U N IT CLEAR DATE P ROCESS TI \/I E DEPT RESPONSE T.IME TOTAL REFLEX TIME. ACTION TAKEN PROPERTY USE PROPERTY LOSS PROPERTY VALUE PROPERTY SAVED (percent value) MUTUAL AI D• CAUSE OF IGNITION• FIRE SPREAD INJURY FTALITY REPORT COMPLETED 1 AGENCY 2 INCIDENT NUM FV LEGEND (Omega 3 Derived) 4 INC TYPE 5 SHIFT 6 FV ADDRESS 12 RESP__TYPE_DESC 13 911 DATE 14 NOTIFY_DATE 15 ARRIVALDATE 16 CLEAR_DATE 17 PROCESS_TIME 18 DEPT_RESP_TIME 19 TOTAL REFLEX_TIIVLE 20 ACTION 1_D ESC 21 PROP USE_DESC 22 PROP LOSS 23 PROP_VALUE 24 PROP_LOSS,PROP_VALUE YES 25 MUTUAL_AI DDESC YES YES 26 CAUSE_ GN_DESC YES YES 27 FIRE_SPREAD YES �y, YES FS_FTAL, FS_NONFTAL, OTH ER_FTAL, 28 OTHER_NONFTAL YES YES COMPLETED YES *Each Area field may include one of the following: District, Zone, Atom, First Due, City, Zip Code, etc. ** Part of "Response Times" query group The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 128 A P radix rim n. llytics Dashbo r Standard Field Lists FIRE/EMS Unit Responses (Apparatus) 47, 1, kS f .e.,vn.-r,r:...a �: r � y: t.., tr r.,.•. ;:", z:. xr az, ,n ti AGENCY INCIDENT NUMBER UNIT APPARATUS TYPE ARRIVAL ORDER INCIDENT CATEGORY INCIDENT TYR ADDRESS APARTM.E NT -AREA 1* AREA 2* AREA 3* 'STATION: - SHIFT RESPONSE • TYPE/PRIORITY 911 DATE NOTIFY/DISPATCH • DATE ENROUTE/ROLL DATE ARRIVAL DATE HOSPITAL ARRIVAL -- DATE CLEAR DATE TURNOUT TIME TRAVELTIME DEPT RESPONSE TIME TOTAL REFLEX•TIME HOSPITAL WAIT TIME PROPERTY LISEJ. ACTION TAKEN •M UTUAL•AI-D V4 nnr: .4 u.Vr gcd. a\ 4 e0 d. k !1£on 4* •to eV: AGENCY 2 INCIDENT NUM 3 UNIT 4 UNIT TYPE DESC ARRIVAL ORDER 'OVERALL 5 (Omega Derived) FV_LEGEND (Omega Derived) 7 . !NC TYPE DESC Ert40.nr.c "r�C,.l .• 'i 1. ti . 8 FV_ADDRESS 9 APT 10 11 12 13 STAT I O N 14 SHIFT tw,-ygy" iY. 6 5 YES YES YES YES YES YES YES YES YES YES YES YES YES YES 15 RES P_TYPELDESC YES 16 911 DATE YES 17 DISPATCH.. DATE• YES• 18 ENROUTE DATE 19 ARRIVAL_DATE 20 ARRIVAL_HOSP_DATE 21 CLEAR- DATE 22 TURNOUJ_TIME 23 TRAVEL TIME 24 DEPT _RESP_TIME 25 TOTAL_REFLEX_TIME 26 H OS P_WAIT_TIME 27 PROP_USE 28 ACTION 1_D ESC 29 M UTUAL_AI D_D ESC YES YES YES YES YES YES YES YES YES YES YES YES -Fr'; YES YES YES YES YES YES YES YES YES*** YES*** YES*** YES.*** YES*** YES*** YES YES The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC YES YES YES Y :YES.Y YES (TOP -20) Y 129 YES YES YES YES. YES YES YES YES YES Y Y Y Y Y Appendix H - Crime Analytics Dashboard Standard Field [sits PRIMARY KEY 30 PRIMARY KEY YES *Each Area field may include one of the following: District, Zone, Atom, First Due, City, Zip Code, etc. ** Part of "Response Times" query group The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 130 :ward Sta lard F ek Loses Fire Inspections AC�EIVCY_ INSPECTION NUMBER OCCUPANCY ID OCCUPANT NAME APARTM ENT AREA 1* AREA 2* STATION BUILDING CLASS BUILDING STATUS CONSTRUCTION TYPE ROOF COVER OCCUPANT LOAD PROPERTY USE MIXED USE D ET:ECTQ R TYPE • AES TYPE HAZARDOUS MATERIALS INSPECTIONINSPECTION TYPE INSPECTION STATUS DATE REQUESTED DATE SCHEDULED. DATE COMPLETED INSPECTED BY PROPERTY ID VIOLATION(S). 2 INCIDENT NUM OCC ID 4 OCCUPANT_NAME E FV_ADDRESS 6 APT 10 STATION BLDG CLASS_ DESC 12 BLDG STATUS_ DESC CONST_TYPE^DESC. 14 ROOF COVER DESC 15 FLOORS ABOVE 16 OCC_LOAD PROP_USE_DESC 18 MIXED_USE_DESC 19 DET_TYPE DESC 20 AES TYPE DESC 8 22 24 26 HAZMAT_DESC I NSP_TYPE_DESC INSP_STATUS_DESC DATE REQUESTED YES DATE_ SCHEDULED YES DATE_COMPLETED YES UNIT/STAFF YES PROP ID Y/N PARCEL YIN VIOLATION DESC YES PRIMARY KEY 31 PRIMARY KEY YES YES YES YES YES YES -YES YES YES YES YES YES YES YES YES YES YES YES YES** YES YES YES YES YES YES YES YES YES YES YES YES YES. YES YES YES YES YES YES YES YES :n...<?%w� �•.tMt).<:..':aT'a::S.� • YES YES YES YES YES *Each Area field may include one of the following: District, Zone, Atom, First Due, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 131 YES p pen X H r dd eA Oit P. Uytics D S hb ar Stan ar `J Field Lists Fire Occupancies AGENCY 1 OCCUPANCY ID 2 OCCUPANT_NAME E 3 ADDRESS I 4 APARTMENT S AREA 1* 6 AREA 2* 7 AREA 3* 8 STATION ( C BUILDING CLASS 10 BUILDING STATUS 11. CONSTRUCTION TYPE 12 ROOF COVER 13 FLOORS 14 OCCUPANT LOAD 15 PROPERTY USE 16 MIXED USE 17 DETECTOR TYPE 18 AES TYPE 19 HAZARDOUS MATERIALS 20 PROPERTY ID 21 22 PARCEL LAST INSPECTION START DATE LAST INSPECTION COMPLETED DATE LAST INSPECTION NUMBER, LAST INSPECTION TYPE LAST INSPECTION STATUS LAST INSPECTED BY LAST INCIDENT DATE LAST INCIDENT TYPE RISK LEVEL PRIMARY KEY AGENCY ACC ID OCCUPANT NAME FV_ADRESS STATION BLDG_CLASS_DESC B LDG_STATU S_D ESC CONST_TYPE _DESC ROOF COVER_DESC FLOORS_ABOVE OCC_LOAD PROP_USE_DESC MIXED_USE_DESC DET_TYPE_DESC AES_TYPE_DESC HAZMAT_DESC PROP ID 23 DATE STARTED YES 24 DATE COMPLETED YES. 25 INSP_NO INSPECTION_TYPE .1NSP STATUS_DESC UNIT/STAFF I N C_DATE INC DESC PRIMARY_KEY YES YES YES YES Y/l Y/ N *Each Area field may include one of the following: District, Zone, Atom, First Due, City, Zip Code, etc. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 132 pen t' i H ri ne aiytics httoard Stan rd Reid Lists EMS Patients gr4 .l: ,.y,R)'n 'n ' . i�rf' :•i-r � : :st'd'li'A'_-~r'_�'s .ti�xt�'�'e'i�tS��'?'y1.`-YN��:_v",la :,-�_�,'so:y_�.1'�_r,$.,��≤.� �•`,4 AGENCY INCIDENT NUMBER INCIDENT CATEGORY INCIDENT TYPE UNIT SHIFT ADDRESS APARTMENT LOCATION TYPE AREA 1* AREA 2* AREA 3* AREA 4 RESPONSE TYPE/URGENCY 911 DATE/TIME DISPATCH DATE/TIME EN ROUTE DATE/TIME ARRIVAL AT SCENE DATE/TIME ARRIVAL AT PATIENT DATE/TIME TRANSPORT DATE/TIME AT HOSPITAL DATE/TIME CLOSE/CLEAR DATE/TIME PROCESS TIME DISPATCH TO ENROUTE TIME DISPATCH TO SCEIV E TIME DISPATCH TO PATIENT IENT TIME • TOTAL RESPONSE TIME TO SCENE v 'yz yi, 1 AGENCY 2 INCIDENT_NUM FV_LEGEND (Omega 3 Derived) 4 INC TYPE 5 UNIT 6 SHIFT 7 FV_ADDRESS 8 APT 9 LOCATIONTYPE-.-DESC 10 11 12 13 14 15 16 17 RESP_TYPE_DESC 911_DATE NOTIFY DATE 18 ARRIVAL_ 19 ATPATI E NT_DATE 20 TRANSPORT_DATE 21 22 CLEAR_DATE 23 CALCULATED BY OMEGA t YES: YES YES YES YES YES YES YES YES(TOP 20) YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES' YES YES YES YES YES Sa _ •4Hi4 ws •v tr% A If 13 E. YES 24 CALCULATED BY OMEGA YES 25 CALCULATED BY:O.EGA• YES 26 CALCULATED BY OMEGA YES 27 CALCULATED BY OMEGA YES YES YES YES YES YES YES YES YES YES YES YES YES The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 133 Appendix H m Crime Analytics Dashboard Standard Field Lists TOTAL RESPONSE TIME TO PATIENT TRANSPORT TIME HOSPITAL WAIT TIME CAUSE IMPRESSION FINDINGS TREATM ENT DISPOSITION DESTINATION REPORT COMPLETED CALCULATED BY OMEGA 29 CALCULATED BY OMEGA 30 CALCULATED BY OMEGA 31 YES YES YES CAUSE YES IMPRESSION 33 FINDINGS 34 TREATMENT 35 DISPOSITION YES YES YES YES YES YES YES YES 36 TRANSPORT_ DESTINATION YES 37 COMPLETED YES YES YES The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC YES YES YES YES YES YES 134 YES YES YES YES ppendx I= Advance rUi UIe System eq ents an S Oration e fflcallo TE1NGM•UL U 1701 Q1 Date, Entities a) 17 1,2 02 a) The following data entities are included in the Advanced Reporting Module (ARM): o Crime Analytics ARM Calls for Service Incidents Arrests* Field Interviews* *Arrest and Field Interview data is limited to summary view and is not presented on dedicated reports. t and Reports The following standard reports are included in the Advanced Reporting Module: o Crime Analytics Standard Reports • Statistical Briefing ■ Offense Reports Temporal Analysis • Activity Reports Repeat Address Report Command Summary APIs 1713 End User System Requirements a) HTML5-compatible web browser. a Suggested browsers: Microsoft Explorer 8 or higher, Microsoft Edge, Mozilla Firefox (latest version), Apple Safari 9.0 or later, Google Chrome (latest version), Apple Mobile Safari (1OS9 or higher), Google Chrome for Android (version 5.0 or higher). Suggested minimum monitor resolution: 1024x768 COMPSTAT CFS Report CFS Temporal Analysis ® CFS Response Times CFS Command Summary CFS COMPSTAT Unmatched Records The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. 2020 CentralSquare Technologies, LLC 135 Contract Form New Contract Request Entity Information Entity Name* CENTRAL INC. Entity ID* '00025345 ❑ New Entity? Contract Name* Contract ID CENTRAL SQUARE PURCHASE AND SUPPORT AGREEMEN IS 4238 B20©00040 Contract Status CTB REVIEW Contract Lead* JTHIMGAN Contract Lead Email jthirngan@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* THE ATTACHED PURCHASE AGREEMENTS AND STATEMENT OF WORK DOCUMENTS IDENTIFY THE LICENSING, PROFESSIONAL SERVICES, AND TRAINING TO BE PROVIDED TO WELD COUNTY PUBLIC SAFETY AGENCIES AS PART OF THE NEW PUBLIC SAFETY SYSTEM (CAD, JMS, RMS, MOBILE). THE SU Contract Description 2 Contract Type* AGREEMENT Amount* 12,703,149.15 Renewable YES Automatic Renewal YES Grant ICA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGlS Weldgov.com Department Head Email CM - I nfarmationTech nologyGiS- DeptHead@weldgay.com County Attorney GENERAL COUNTY A I I ORNEY EMAIL County Attorney Email CM- COU NTYATTO RN EYIWELDG OV.COM Requested ROCC Agenda Date 11/09/2020 Due Date 11/05/2020 Will a work session with BOCC be required?* Nn_ Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Approver CONSENT S Department Head RYAN ROSE DH Approved Date 1/05/2020 ioai Approval 84CC Approved C Signed Date 8OCC Agenda Date 11;09/2020 Originator JTHMGAN Contact Type Review Date* 10{15/2022 Committed Delivery Date Contact Email Finance Approver CONSENT Renewal Date* 01/10/2023 Expiration Date Contact Phone I Contact Phone 2 Purchasing Approved Date 11/05/2020 Finance Approved Date 11/05,12020 Tyler Ref N AG 110920 Legal Counsel CONSENT Legal Counsel Approved Date 11/05/2020 MEMORANDUM TO: Esther Gesick, Clerk to the Board August 12, 2020 FROM: Ryan Rose, Chief Information Officer SUBJECT: B2000040, Public Safety Integrated System BOCC Approval Date: August 26, 2020 Bids were received and opened on March 6, 2020 for the Public Safety Integrated System. Four (4) bids were received ranging from $2,662,749.15 to $3,681,814.54. After working with all four vendors to understand the details of their pricing proposals and matching their offerings to Weld County's needs, the total base RFP price with vendor adjustments range from $2,703,149.15 to $4,050,026.54. Attached is the bid tabulation which outlines the RFP pricing. The Information Technology staff along with Weld County Public Safety departments and various Weld County Public Safety agencies, reviewed all of the bids and the scoring of the RFP responses is attached. CentralSquare Technologies, LLC out of Lake Mary, FL proposed the lowest cost solution, meets the required functionality, and scored highest for best meeting Weld County's business needs compared to the other solutions proposed. First year cost will be $2,703,149.15 for the initial cost of the software licenses plus first year of support. With the above information, I recommend the Board award the Public Safety Integrated System to CentralSquare Technologies, LLC for a total amount of $2,703,149.15. zo2©-24/76 DATE OF BID: REQUEST FOR: DEPARTMENT: BID NO: PROJECT NAME: PRESENT DATE: APPROVAL DATE: WELD COUNTY Dept. of Information Technology PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632 E-mail: jthimgan a(�weldgov.com Phone: (970) 400-2574 Fax: (970) 304-6572 March 6, 2020 Public Safety Integrated System INFORMATION TECHNOLOGY #B2000040 Weld -990 Public Safety System Upgrade/Replacement August 12, 2020 August 26, 2020 Vendor Name Total RFP Base Amount Total RFP Base with Vendor Address (includes first year support) Adjustments (see notes on page 2) CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 $2,662,749.15 $2,703,149.15 ProPhoenix Corporation 502 Pleasant Valley Ave Moorestown, NJ 08057 $2,748,246.00 $2,748,246.00 Tyler Technologies 5101 Tennyson Parkway Plano, TX 75024 $3,088,510.00 $2,780,210.00 Motorola Solutions, Inc. 500 West Monroe Street Chicago, IL 60661 $3,681,814.54 $4,050,026.54 ** Bids are being reviewed at this time by dept.** 2020-2476 ©s7/9 Vendor Name Adjustment Amount Weld Notes Address CentralSquare Technologies, LLC +$40,400.00 Additional cost required for additional software modules and interfaces that Weld County is requesting. ProPhoenix Corporation $0 Tyler Technologies ($308,300.00) Weld County would not need the hardware nor server licenses that were included in this proposed price. Motorola Solutions, Inc. +$368,212.00 Additional cost required for additional software modules and Disaster Recovery that Weld County is requesting. Hello