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CONTRACT 5473 Vender Agreement CLOSED
Agreement No. 5473 AGREEMENT NO.111-1-'*)BETWEEN THE CITY OF EL SEGUNDO AND TRITECH SOFTWARE SYSTEMS THIS AGREEMENT is made and entered into this 24th day of January 2018, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation existing under the laws of California("CITY"), and TRITECH SOFTWARE SYSTEMS,INC.,a California corporation ("CONTRACTOR").The parties agree as follows: 1. In 2008,the CITY entered into an agreement with Omega Group, Inc.,for the provision of software and maintenance services,particularly for Crimeview(Agreement No. 3842); 2. In 2009,the CITY entered into another agreement with Omega Group, Inc., for the provision of other software and maintenance services,particularly for Crimemapping (Agreement No. 4031); 3. In or about February 2016, CONTRACTOR acquired Omega Group,Inc. 4. The CITY and CONTRACTOR now desire to enter into the attached agreement,which is attached hereto as Exhibit"A" and incorporated herein by this reference. As consideration,the CITY agrees to pay CONTRACTOR the amounts listed on Exhibit "B" on an annual basis. The CITY agrees to pay CONTRACTOR within 45 days of receipt of CONTRACTOR's invoice and this term supersedes any language to the contract in the attached agreement. 5. Insurance. Before commencing performance under this Agreement,and at all other times this Agreement is effective, CONTRACTOR must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: IKI)C Of IrISUrance Limits(combined sinjzle) Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement. A. Commercial general liability insurance will meet or exceed the requirements of ISO- CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury,personal injury,and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as"additional insureds"under said insurance coverage and to state that such insurance will be deemed"primary" such that any other insurance that may be carried by City will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88. Such insurance will be on an"occurrence,"not a"claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. B. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol I (Any Auto). 1 Agreement No. 5473 C. Professional liability coverage will be on an"occurrence basis"if such coverage is available,or on a"claims made"basis if not available. When coverage is provided on a"claims made basis,"CONSULTANT will continue to maintain the insurance in effect for a period of three(3)years after this Agreement expires or is terminated ("extended insurance"). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement,and will cover CONSULTANT for all claims made by City arising out of any errors or omissions of CONSULTANT,or its officers,employees or agents during the time this Agreement was in effect. D. CONSULTANT will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein,and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M.Best Company Rating equivalent to at least a Rating of"A:VII." E. Should CONSULTANT,for any reason,fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO TRITECH SOFTWARE SYSTEMS,INC. Greg . ....... __w..... B Blake..... G .. apt y Clark _. City nagcr Its Chief Financial Officer Taxpayer IDNo. _95-3871079. m. . ....... ATTES 1: Tracy"WWca Cit y Clerk APPROVED�AS TO FORM: , .p._. .__".__.. .tor Mark D. Hensley,t j-, ttorney 2 Agree M"ff 5.4J#3 TRITECH SOFTWARE SYSTEMS END USER LICENSE AGREEMENT AND SOFTWARE SUPPORT TERMS THIS IS A CONTRACT. BY MAKING PAYMENT FOR THE title to such third party software and its associated SOFTWARE OR BY USING THE SOFTWARE,YOU ACCEPT documentation shall remain with the vendor thereof, ALL THE TERMS AND CONDITIONS OF THIS LICENSE. 1. Each copy of the TriTech software provided under this 'chis End User License Agreement ("EULA') constitutes an Agreement and identified in any purchase order,renewal notice offer that may be accepted by you ("Client") as described or other,similar document, may be used in a standby mode on above.Acceptance is expressly limited to the terms hereof and only one standby computer system at any one time as a no different or additional terms contained in any purchase backup in the event of a failure, malfunction or other out of order, confirmation, or other writing with respect to the subject service condition of its primary computer system In the event matter herein shall have any force or effect unless expressly its primary computer system fails to operate" the standby agreed to in writing by TriTech Software Systems('TriTech"), computer system may be enabled to function in its place. When the primary computer system returns to its normal 1.0 Ldc nse. operational made, the standby computer system and the 1.1 A. On Premise License. Subject to the terms and TriTech software installed on such systern,must be returned to conditions of this EULA and provided that the applicable its standby mode, license fees as set forth in the attached purchase order, 1,4 The TriTech software and any TriTech documentation renewal notice or other similar document are paid in full, may not be used to operate a service bureau,,or time-sharing TriTech grants to Client a nonexclusive, nontransferable, tight service, outsourcing service or other third party services or and ficense to use the TriTech software listed in the attached businesses that provide computer aided call taking and purchase order, renewal notice or other similar document, and emergency vehicle dispatching to third parties, the user documentation provided therewith and a nonexclusive, Notwithstanding the above, Client shall be entitled to use the nontransferable right and license to access and use the TriTech software at its designated location for itself and other functionality of the TriTach software(solely for the Client's own agenciestentities in the area within your state/country,provided internal use). This EULA does not grant Client any title or right that the TriTech software is installed and operated at only one of ownership in the TriTech software, or any TriTech physical location. documentation. Client may make copies of the TriTech 1.5 This contract contains the provisions for TriTech's software for backup or archival purposes only, and may copy service and support of the TriTech software, attached hereto any TriTech documentation solely for Client's own internal use as Ex_and made a part hereof, provided that all confidential and copyright notices are 1.6 Client shall not use the TriTech software, or any contained on such copies. TriTech documentation except as provided in this EULA, S. Subscription License, Subject to the terms and Without linniting the generality of the foregoing, Client shalt not conditions of this EULA and provided that Client has paid the (a) modify the TriTech software; (b) copy, rent, lease, sell, applicable subscription fees as set forth in the attached sublicense, create derivative works from/of, or transfer the purchase order, renewal notice or other similar document are TriTech software or the TriTech user documentation provided paid in full, TriTech grants to Client a limited non-exclusive, therewith; or(c)use the TriTech software to provide call taking non-transferable license to use the subscription services, or dispatching services to third parties, Third party products including the software located on TriTech's servers, through providing supplemental software code to the TriTech software Client's cornputer(s) for Client's internal operational use only and not subject to separate licensing provisions shall be for the term set forth in the attached purchase order, renewal licensed in accordance with the provisions of Sections 1.0 and notice or other similar document, unless otherwise agreed to by 2.0 herein. TriTech in writing. The subscription services may only be 1.7 Client acknowledges that the TriTech software is accessed by an:Authorized User. Client is expressly prohibited subject to the export tows and regulations of the United States, from sublicensing, selling, renting, leasing, providing service The TriTech software is classified EAR 99 (No License bureau or timeshare services, distributing or otherwise making Required) However, said export laws and regulations prohibit the Subscription Services or the Software available to third or make subject to special controls the export or re-export of parties other than any third-party Authorized Users, the TriTech software or the documentation to certain countries For purposes of this EULA, an "Authorized User" is an listed in Country Group E in Supplement No, I to Part 740 of individual(i)who is an employee of Client,a contractor or other the U S. Export Administration Regulations ("Prohibited representative of Client and(ii)who has been properly issued a Countries"), to certain persons and entities on the Denied valid password that subsequently has not been deactivated, Persons List contained in Supplement No, 2 to Part 764 of the '1,2 Tri"rech retains all right and title to the TriTech Regulations and to certain Specially Designated Nationals and software and TriTech documentation not expressly granted in Blocked Persons listed by the U.S. Office of Foreign Assets this Agreement, Control (OFAC) (collectively "Prohibited Persons"), 12.1 If applicable, third party products providing Accordingly, Client shall not, directly or indirectly, export, re- supplemental software code to the TriTech software and not export, license, sell, give,, loan, transfer, disclose or otherwise subject to separate licensing provisions shall be licensed in grant access to the TriTech software or the documentation to accordance with the provisions of this Section 1, All right and any Prohibited Country or Prohibited Person, to any foreign TriTech Software Systems EULA Copyright 2017 Tril'cch Softwart,,Systems..Confidct)lial and Proprietary Unpublished—Rights reservc1d under the copyright laws of the United States Page 1 of 15 Agreement No. 5473 national of a Prohibited Country, to any person affiliated with a paid by Client Linder this EULA less a portion of said fee(s) for Prohibited Person, or to any person or entity outside the Clients use of the TnTech software, prorated over a period of country in which the Designated Site is located without the three (3) years, and the licenses granted in this EULA shall express written consent of TriTech. These prohibitions shall terminate. In addition, in the event such Claim results in a final apply whether said person or entity is a subsidiary, parent, money judgment against Client which does not arise,wholly or in sister company or other affiliate of Client. part, from the actions or omissions of Client,its officers,directors, employees, contractors, agents, or elected officials, or a third 2.0 Term and Termination. party, TriTech will indemnify Client therefrom to the extent 2.1 Provided that the terms and conditions of this EULA indemnification for such judgment is not provided under Clients are complied with at all times, and subject to the termination insurance policies(unless Client is self-insured in which case the provisions below, the licenses provided hereunder are preceding clause shall not apply).This section 5 states the entire perpetual. obligation of TriTech regarding infringement of intellectual 2.2 Client may surrender the licenses granted hereunder property rights,and it will survive the termination of this EULA. at any time by giving written notice to TriTech and ceasing use 4.2 Notwithstanding the above,, TnTech shall have no duty of the TriTech software, under this Section 5 with respect to,and Client shall not bring any 2.3 TriTech may terminate the licenses granted hereunder action against TriTech for indemnification or other causes of for cause if Client materially breaches the terms, of this EULA action with respect to any Claim arising from or related to or otherwise infringes Triffech's intellectual property rights in infringements(i)by the equipment or operating system software the TnTech software,which breach is not remedied within thirty upon or with which the TnTech software runs, (11) arising out of (30) days after the date of written notice to Client of such modifications to the TriTech software not made by or under the breach. direction of TriTech,(iii)resulting from use of the TriTech software 2.4 Upon terrnination of the licenses granted hereunder, to practice any method or process which does not occur wholly Client, shall permanently remove any TriTech software from within the Tr!Tech software, or(iv)resulting from modifications to Client's equipment, back-tip media,, or other storage locations the TriTech software prepared pursuant to specifications or other and either(i) return all copies thereof to TriTech or(6)destroy material furnished by or on behalf of Client. such copies, as TriTech directs, including any TriTech documentation, 5.0 Limitation Of Uabilitv, 2.5 The provisions of Section 4, 5, 6, 7, and 9, shall 51 The total liability of TnTech for any claim or damage survive the termination of the licenses granted herein. arising under this EULA, whether in contract, tort, by way of indemnification or, under statute shall be limited to (i) direct 3.0 Warran damages which shall not exceed the software support fees or 31 The TriTech software licensed hereunder is provided license fees paid by Client to TriTech for the twelve(12)month .as is', without warranty and will be add to and supported in term during whichr the cause of action for such claim or damage accordance with the Client's existing support agreement arose,or(ii)in the case of bodily injury or property damage for which defense and indemnity coverage is, provided by 3,2 TRITECH MAKES AND CLIENT RECEIVES NO TriTech's insurance carrier(s), the coverage limits of such OTHER WARRANTIES, EXPRESS OR IMPLIED, insurance, INCLUDING BUT NOT LIMITED TO THE IMPLIED 6,2 IN NO EVENT SHALL TRITECH BE LIABLE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A WHETHER IN CONTRACT OR IN TORT, FOR LOST PARTICULAR PURPOSE. PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER 4,0 intellectual Prooertv Infrinciement, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING 41 TriTech represents and warrants that,to its actual,Current OUT OF THE USE OR NON-USE OF THE TRITECH knowledge,the TriTech software does not infringe the copyrights, SOFTWARE, OR OTHERWISE RELATED TO, THIS EULA, patents, trade secrets or trademarks (collectively "Intellectual REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE Property Rights")of any third party. In the event.Of a Claim,action OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, or proceeding (collectively "Claim") brought against Client for infringement by the TnTech software of the Intellectual Property 6.0 (Lo_nLid_sn!ig1Ay- Client acknowledges that the TriTech Rights of a third party, TriTech will at its expense defend against software and any associated TriTech documentation (the such Claim, provided that Client immediately notifies TriTech of "'Confidential Information") constitute the trade secrets and such Claim and cooperates fully With TriTech and its legal proprietary information of TriTech. Client shall hold the counsel in the defense thereof. Tirf'rech may in its discretion (i) Confidential Information in confidence and shall not disclose it contest, (ii)settle,(0)procure for Client the right to continue using to third parties except as necessary to exercise the licenses the TriTech software, or (iv)modify or replace the TnTech granted hereunder. Without limiting the generality of the software so that it no longer infringes (while maintaining foregoing, Client shall use reasonable means, not less than substantially equivalent functionality and performance to that those used to protect its own trade secret and proprietary described in the user documentation.) Client may participate in information, to safeguard the Confidential Information, Client the defense of such Claim at its own expense, If TriTech shall not attempt, or authorize or permit others,to attempt, to concludes in its sole judgment that none of the foregoing options imitate the TriTech software using the Confidential Information are commercially reasonable, and Client's use of the TriTech or any part thereof,or to reverse engineer the TriTech software software is permanently enjoined as a result of a judgment of a by any method,now known or later discovered. Court of competent jurisdiction in respect of such Claim, then TriTech will return to Client the TriTech software license fee(s) TriTech Software Systems EULA Copyright 0 20171"r 0'cch Software Systems-Confidential and Proprietary Unpublished-Rights rewrved uadcr the copyright taws of the United States Page 2 of 15 Agreement No. 5473 7.0 Disoute ReSOkition.Any controversy or claim arising tinder certified, return receipt, (ii) by regularly scheduled overnight or related to this EULA shall be settled by binding arbitration delivery,(iii)by facsimile or email followed immediately by first under the Commercial Rules of the American Arbitration class mail,or(iv)by personal delivery, to the address set forth Association (the "Association"). The location of any such in the purchase order or renewal notice, or such other address arbitration shall be the principal place of business of Client or as provided in writing Such notices shall be deemed given TriTech, at the option of the party against whom a demand for three (3) days after mailing pursuant to (I) above, or one (1) arbitration is filed with the Association. The arbitrator shall be day after full conripifance with(0),(iii)or(iv)above. selected from the national technology panel of the American Arbitration Association. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by United States Mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the party or, if not so represented, to the party at the address set forth herein, or to the party's last-known business address. The prevaiiing party in any action or proceeding shall be entitled to recover its arbitration administrative fees and arbitrator fees. 8,0 Force/Maieure. Neither patty shall be liable for delays or failures of performance resulting from circumstances beyond their control, including without limitation, acts of God, transportation delays, riots, acts of war or terrorism, government regulations unposed after the date of this EULA, communications line or other network failures, interruptions or delays,or power failures. 9.0 General Terms. 91 This EULA represents the entire agreement between the parties hereto and a final expression of their agreements with respect to the TriTech software, and any TriTech documentation, and supersedes all prior written agreements, oral agreements,, representations,descriptions, understandings or negotiations with respect to the matters covered by this EULA. If any term, provision, condition or covenant of this EULA is held to be invalid, void or unenforceable, the rest of the EULA shall remain In full force and effect and shall in no way be affected, impaired or invalidated. No amendment to this EULA shall be effective unless it is in writing and signed by an authorized officer of TriTech. No term or provision hereof shalt 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 express or implied, shall riot constitute a consent to, waiver of, or excuse for any other different or subsequent breach, Neither this EULA nor any rights,or obligations hereunder shall be assigned or otherwise transferred by Client without the prior wrdten consent of TriTech. This EULA shall be binding on and shalt inure to the beniefit, of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this EULA except as provided hereinabove. A facsimile of this EULA and its exhibit(s) may be used as an original, 9.2 Except to the extent that this EULA is governed by the laws of the United States, this ELJLA shall be governed, interpreted and enforced in accordance with the laws of the State of California, USA,, without regard to its conflict of law provisions or the United Nations Convention for the International Sale of Goods, 9.3 All notices required to be given under this EULA shall be made in writing by (I) first-class mail, postage prepaid, TriTech Software Systems EULA Copyright(D 2017 Tri'fedi Sof vare Systems-Confidential and Proprietary Unpublished-Rights rcscrvvd kiwkr the copyright laws of the United States Page 3 of 15 Agreement No. 5473 Exhibit A SOFTWARE SUPPORT TERMS 1.0 TERM AND TERMINATION 1.1 Desktop (on premise) Applications. The initial term of Software Support services provided under this Exhibit shall begin at first Go Live for the TriTech Software and end twelve (12) months thereafter; however, if Client's is an existing TriTech client and their software has already gone live, the term of the Software Support services provided under this Exhibit will run pursuant to the term contained in their purchase order or support renewal notice. Software Support for subsequent annual terms shall be subject to renewal of this Exhibit and payment of the renewal Software Support fees. Provided that notice of termination has not been provided in accordance with section 2.3 below, no less than thirty (30) days prior to the expiration of the then current support term,and no less thirty(30)days prior to each annual anniversary thereof,TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to, and agreement of the Client. 1.1.1 Subscription Services. The initial term of Subscription services will begin upon the date of activation, or completion of Admin Training. Unless otherwise terminated with the provisions herein, the Subscription services will automatically renew on an annual basis. TriTech will provide a renewal notice/ invoice no less than thirty(30)days prior to the expiration of the then current term. 1.2 Either party may terminate this Exhibit 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 Exhibit,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 disrtlpted our 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 Client within ninety (90) days" prier to the end of the then current support term. TriTech may terminate Subscription services tlpon thirty (30) days prior written notice to the Client. Except as expressly provided herein, prepaid annual Software Support fees or Subscription fees are not refundable, 1.3 Software Support fees and annual Subscription fees are due and payable on an annual basis in advance. In the event that TriTech terminates this Agreement without cause, TriTech shall refund a prorated portion of the Software Support fees or Subscription fees paid by Client for the annual support or subscription period in which the Agreement is terminated. 2.0 SUPPORT FEE(S), SUBSCRIPTION FEES 2.1 Following the initial term, either party may terminate this Exhibit upon written notice to the other party ninety ( 0) days prior to the end of the then current annual support term. 2.2 Unless otherwise terminated as provided herein, TriTech shall provide an invoice to Client no later than thirty (30) days prior to the end of the than current support term of the Software Support fees, or TriTech Software Systems EULA Copyright©2017 THT'ech Software Systems—Confidential and Proprietary Unpublished—Rights reserved order the copyr ight laws of the United States Page 4 of 15 Agreement No. 5473 Subscription fees. Unless otherwise agreed in writing, Software Support fees and annual Subscription fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fees and Subscription fees are subject to increase on an annual basis at a rate of 5%. Additional TriTech Software licenses purchased by Client during any annual support period will result in additional Software Support fees which shall be prorated to be coterminous with Client's then current support period; additional Subscription services will result in an increase in Subscription fees. 2.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt from of a properly documented and executed Client voucher for such expenses. 2.4 If Client ceases to keep this Exhibit in force, any resumption of such annual support, or Subscription services shall be subject to payment by Client of all past unpaid Software Support fees, or Subscription fees, in addition to the Software Support fee, or Subscription fee for the current support year. Payment of applicable fees for any additional services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. These services and fees must be approved by the Parties in advance of the services being delivered. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. 2.5 TriTech remittance address is: TriTech Software Systems P.O. Box 203223 Dallas,TX 75320-3223 2.5.1 Payments may be made by check; wire transfer; or Automated Clearing House ("ACH"). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 2.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Exhibit, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 3.0 SUPPORT SERVICES,POINT OF CONTACT,AND CODE OF CONDUCT 3.1 TriTech will provide support services as more fully described in Addendum A, for Desktop (On premise) Software Support,and Addendum B,for Subscription Service Software Support. 3.2 Client shall appoint a principal point of contact with a level of knowledge of the TriTech Software and Client's computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Addendum A and Addendum B, as applicable. TriTech Software Systems EULA Copyright,1020171'ri'Nuh Sonware Systems—Confidential and Propriour'Y Unpublished—Rights reserved undcr the copyright laws of the United States Page 5 of 15 Agreement No. 5473 3.3 TriTech and Client shall perform their obligations under this Exhibit in a professional and ethical manner, and ensure a work environment free of unlawful harassment. issues related to this provision shall be reported in writing by the reporting party's supervisor, manager, or executive as applicable to the other party's respective counterpart for applicable resolution. 4.0 SOFTWARE ERROR CORRECTION (DESKTOP APPLICATIONS)AND ACCESS 4.1 If, during the term of this Exhibit, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify TriTech pursuant to the guidelines and procedures described in Addendum A and Addendum B, as applicable, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will manage the Software Error(s) in accordance with Addendum A and Addendum B, as applicable. If TriTech is unable to reproduce the Software Error at TriTech's facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error. If it is determined that reported problem was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the reported problem is determined to be the result of Equipment,or third party software, or is otherwise not attributable to the TriTech Software Client shall reimburse TriTech for its travel expenses incident to the on-site visit, as well as TriTech's labor related to the on-site visit at its then current hourly rates for technical support and engineering. 4.2 TriTech maintains a Security program for security managing access to Client data—particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide required documentation (such as the CHS Security Addendum Certification form and VPN documents). 43 If required by the Client, THTech will provide paper fingerprint cards for stick Security Approved personnel with the Fingerprinting performed in the state of the Tri'l'ech 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 perlornied at the Client's site, the Client will reimburse Tri,rech for the cost of TriTech Security Approved Personnel traveling to the Client's site or for avendor (such as Live Scan) to travel to the applicable 'Fri'rech Offices. ']'his provision will apply during the duration of this Exhibit. 5.0 SOFTWARE UPDATES 5.1 From time to time at TriTech's discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and Tril"ech Documentation shall be Subject to the terms and conditions of the Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new applications or separate modules or functions that are separately licensed and priced.) TriTech Software Systems EULA Copyright OL 2017 Tri'Nch Soffivare Systems—Confidential and Proprietary Unpublished—Rights reserved under the copynght laws ofthe United States Page 6 of 15 Agreement No. 5473 6.0 LIMITATIONS 6.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current general release version thereof that is offered to Client. If Client does not implement the most current general release version when it is made available,TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12)months thereafter. 6.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. 6.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 6.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software,or Equipment by Client or a third party. 6.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other written instructions provided by TriTech, or by misuse or neglect. 6.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Exhibit.) 6.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation. 6.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software in accordance with TriTech Documentation and shall check all software received fro►n TriTech or any other person or entity for viruses before introducing that software into any, part of"the "TriTech System, If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a vire►s is introduced by TriTech, TriTech will provide a virus-flee copy of the TriTech Software, and will, at its expense, reload said soffivare on Client's Equipment. Client shall practice reasonable back-up procedures for the TriTech System in accordance with TriTech Documentation. 6.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software, 6,3,7 Problems in the TriTech Soflwarc are caused by I'quipment or software provided by Client or third parties with which the T riTech Software interfaces or operates (including but not limited to Subcontractor Software or l4ardware, if applicable), including but not limited to problems caused by changes in such Equipment or software. TriTech Software systems EULA Copyright Oc 20171'61'eeh Software systems—Confidential and Proprietary Unpublished—Rights reserwdi under the copyright laws of the United States Page 7 of 15 Agreement No. 5473 6.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server, with respect to Desktop TriTech Software applications, any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Addendum A, as applicable, for assistance as required. Such action shall not constitute approval,express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability,operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. TriTech shall not have any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Exhibit, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 6.5 TriTech Software Support under this Exhibit, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied,with respect to such Third Party Changes. 6.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Exhibit. 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 ride. 6.7 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. 7.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE(DESKTOP APPLICATIONS) 7.1 tvlainte€unci: and support for Equipment provided under the Agreement, if applicable, is not included under this Exhibit. 1-lowever, 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 equip€neat used to operate the.. TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided to Client by TriTech does not perforin as provided in the applicable specifications,Client may contact Tri°l"cch using the proced tires described i€7 Addendum A, as.applicable, 1"ri'"1'ech shall thereupon provide I'-lelp Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to SUCK third party triaintenance agreements nor shall TriTech have any obligation or liability thereunder. 7.2 h4aintcnance and Support for Subcontractor Software, Subcontractor I-lardware, or Syste€n Software sold or licensed under the Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. TriTech Software Systems EULA Copyright O 2017 TriTech%ifiware Systems—Confidential and Propnetary Unpublished—Rights revurved under the copyright lakes of the United Simo Page 8 of 15 Agreement No. 5473 If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum A, as applicable. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software(Microsoft)that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. Copyright©201 7"'I"ri'NcBr S'¢.rl'tsv;rrC Systems—Confidential and B'rrrprict;rry- TriTech Solfivare Systems GULA Unpublished—Rights reserved unkr the copyright laws of the United�'uae.S Page 9 of 15 Agreement No. 5473 Addendum A—Support Guidelines Desktop (On premise) Software Support I)esktol) Basic Supriort Plan (L I awmlicable) This matrix defines the support issues, response times and resolutions for the Client's licensed desktop applications (if applicable). CrimeView Desktop, FireView Desktop Priority Issue Definition Response Time Priority 1— There are no Critical Priorities for Not applicable. Critical Priority CrimcView/FireVievv Desktop. ----—---p r 2— Normal Customer Seice Hours Support: A Normal Customer Service Hours: Telephone calls Urgent Priority serious issue with novorkaround that severely to 800,987.0911 will be immediately answered impacts the ability of the system top the and managed by the first available representative data- but not longer than 5 minutes. 0 The Import Wizard continuous crashes Urgent Priority issues are not managed after upon trying to open it. Normal Customer Service Hours. A significant number of the CrimeView Desktop or FireView Desktop workstations are negatively Priority 2 issues must be called in via 800. impacted by this issue(e.g.,does not apply to a 987.0911 in order to receive this level of minimal set of CrimeView Desktop or FireView response. Desktop workstations). This issue is defined in more detail in Special Note#1,below. Priority 3- Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of an to 800.987.0911 by the first available Urgent Priority,has a workaround available,but representative. which does negatively impact the User from performing a common CrimeView Desktop or High Priority issues may also be reported via FireView Desktop function. Stich errors will be consistent and reproducible. • Recent data is not available High Priority issues are not managed after Normal • Error message in the Crystal Report Customer Service Hours. • Diagnosis of TriTech Desktop software issues and errors • Diagnosis of Configuration issues A significant manher ot'C"ritneView Dv'sklop or I 1`4'eView Desktop workstadons are negatively impacted by this error ie,g does not apply It)a minimal set of workstations). Priority 4— Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800.987,0911 will be answered and managed titles not negatively impact the User by preventing by the first available representative. routine use of1he system.This includes m1stem administrator Medium Priority issues may also be reported via • Annual updates U)t).mil-ALImo:1W!mLq!LCot%1- • Geocoding issue Medium Priority issues are not managed after TriTech Software Systems EULA Copyright Oc 2017 TriTuch Soffilwe Systents—Confidential and Proprietary Unpublished—Rights r"crvcd toulcr the copy6ghL 1mys of the 11nited States Page 10 of 15 Agreement No. 5473 Priority Issue Definition Response Time • Licensing Normal Customer Service Hours. • Assistance with the setup of TriTech Desktop on a new server and/or user's computer • TriTech software updates These are defined in more detail in Special Note #2,below. Priority Issue Definition Response Time Priority 5— Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documentation errors,including to 800.987.0911 will be answered and managed Client technical questions or usability questions by the first available representative but not longer than 5 minutes after the initial phone call. 0 Provision of the current TriTech Desktop tutorial(digital format) Low Priority issues may also be reported via Low Priority issues are not managed after Normal Customer Service Hours. Priority Resolution Process Resolution Thile Priority I— No Critical Priority for CrimeView/FireView Not applicable. Critical Priority Desktop Priority 2— TriTech will provide a procedural or TriTech will work to provide the Client with a Urgent Priority configuration%vorkaround that allows the Client solution that allows the Client to resume normal to resume normal operations on the import operations on the import system within 48 hours of 1 system. the call being received. — Priority 3- TriTech will provide a procedural or TriTech will work to provide the Client with T High Priority configuration workaround that allows the Client resolution which may include a workaround within to resolve the problem, a timeframe that takes into consideration the impact of the issue on the Client and TriTech's User base, Priority 4— TriTech will provide a procedural or TriTech will work to provide the Client with a Medium Priority configuration workaround that allows the Client resolution which may include a workaround. to resolve the problem, Priority 4 issues have no guaranteed resolution 'Wf—r�eli and time. Priority 5— Low Priority issues are logged by There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according Priority issues. to TriTech's roadmap planning process. Special Note Pri: Priority 2-Urgent Priority issues,meeting the previously noted criteria,are defined as follows: 1. CrinleView/FireView Desktop a. The Import Wizard continuously crashes when accessing the Import Wizard extension within ArcCatalog. This does not include ArcCatalog crashing on its own. TriTech Software Systems EULA Copyright CO 2017 TriTech Sof Systems-C(40idemof and Proprietary Unpublished—Rights reqQrved kaidet the copy right lawi ol'the United States Page I 1 of 15 Agreement No. 5473 Special Note 1'2: Priority 4–Medium Priority issues 1. Annual Updates a. Clients are entitled to two(2)saved query updates annually. i. The saved query updates are limited to the saved query groups included within the original application configuration and based on the original source field. Adding a new saved query group(s)or changing the source field will incur an additional cost. b. Saved query updates are by client request when new query values are made available 2. Gcocoding issue a. Individual records are not geocoding,this does not include creating new address locators to the profile 3. The software updates includes compatibility with ArcGIS releases but will not be compatible with ArcGIS Desktop 10.5 and beyond due to technical limitation Not included in support: • Change RMS/CAD vendor(s) • RMS/CAD database schema updates(field length,type,size— table name change,etc...} • Lookup table updates(code/description) • Crystal Report updates • GIS source file updates • Geoeoding rate enhancement • Re-innport of historical data • Change the GIS format(Shapefile.Personal Geodatabase,File Geodatabase,ArCSDE Geodatabase,etc...)of the reference data or Import Wizard output data. • Add/remove Import Wizard profile fields • GIS editing • Other source file integration • Additional profiles TriTech Software Systems EULA Copyright©2017 TriTech Sof.kva c Systems—Confidential and Proprietary Unpublished—Rights reserved under the copyright lav,5 of the United States Page 12 of I5 Agreement No. 5473 Addendum B—Support Guidelines Subscription Service Software Support Subscription Services Stuvort Plan (if almlicable) This matrix defines the support issues, response times and resolutions for the Client's licensed/Q software applications (if applicable). Note- Normal Customer Service Hours are 7:30am to 7:30pm(Central Time)on weekdays excluding holidays. Support after Normal Customer Service Hours is offered weekends,nights and holidays for Critical Priority issues only. Critical Priority(Priority 1)issues should always he reported via telephone at 800-987-0911. Software Errors for other than Critical Priority may be reported via the web portal:TriTech.coin;or email: For IQ CrimeView Dashboard,IQ FireView Dashboard,IQ CrimeMapping.com:IQ NEARme: ot%&-- Priority Priority Definition Response")'lines IQ Search and IQ Analytics. 24X7 Normal Customer Scrvice Hours:Telephone call,.,to Critical Priority Support for live operations on the 900.987.0911 will be answered immediately an production system.This is defined as the managed by the first available representative but not following- longer than 5 minutes. The applicable 10 server is down and all workstations After Normal Customer Service Hours:Thirty(30) will not launch or function; minute callback after client telephone contact to the Client is experiencing 800.987.0911. complete interruption of ability to do perform queries. Priority I issues must be called in via 800.987.0911 • The applicable IQ system is to receive this level of response, inoperable due to data loss or corruption caused by TriTech Software 'rhcre are no Priority I issues for: IQ CritneView Dashboard This means that one or more TriTech IQ FireView Dashboard server components are down or IQ Crimcmapping.coni inaccessible,disabling all usability of IQ NEARme Client's IQ workstations These Software Errors are defined in ,S)7oc-icr r/No I e-,'1,below. Priority 2- Normal Customer Service Hours Nornud Customer Service I lourc Felephoric calls w Urgent Priority Support: A serious soffivare error with 900,987,0911 will be answoredknid mmiaged by the no workaround and not meeting the first available but iiot longer than 5 criteria of a Critical Priority,but which minkitei. severely impacts the ability of Users from performing a common function. Priority 2 issites for IQ Search,IQ Analytics,IQ Such errors will be consistent and ("Virrievic'm Dashboard,IQ Fireview Dashboard,IQ reproducible. Crinicklappingxoni,,and IQ NEARme fire not managed after Normal Customer Service Hours. Generally,this means that a significant number of the system IQ workstations Customer Service Number 800.228.1059 for: are negatively impacted by this error IQ CrinieView Dashboard (e.g.does not apply to a minimal set of IQ FireView Dashboard IQ workstations).These Software Errors IQ CrimeMapping.com i are defined in Special Note#2,below. IQ NEARme TriTech Software Systems EULA Copyright K)20171'61'och tioi'tware Systems-Conflidential and Proprietary Unpublished-Rights reserved midvf the copylfigbt ia%vs of the United States Page 13 of 15 Agreement No. 5473 Priorlty Deflottion I RespomeTitnes iorilw� Normal Customer Service Hours Normat Customer Service Hours: Telephone calls to High Priority Support:A Software Error not meeting 800.987.0911 will be answered and managed by the the criteria of Critical or Urgent first available representative. Priority,which has a workaround available,but which does negatively Priority 3 issues for IQ Search,IQ Analytics,IQ impact the User from performing CrimeView Dashboard,IQ FireView Dashboard,IQ common IQ system functions.Such CrimeMapping.com,and IQ NEARme are not errors will be consistent and managed after Normal Customer Service Hours. reproducible. • The IQ system is unable to Customer Service Number 800.228.1059 for: transfer data from external IQ CrimeView Dashboard system to IQ IQ FireView Dashboard • The IQ system update IQ CrimeMapping.com causing system functions to IQ NEARme be inoperative with no workaround A significant number of IQ workstations are negatively impacted by this error (e.g.,does not apply to a minimal set of workstations). Priority 4— Normal Customer Service Hours Normal Customer Service Hours: Telephone calls to Medium Priority Support., A Software Error related to 800.987,0911 will be answered and managed by the user function which does not negatively first available representative. impact the User from the use of the system.This includes system Priority 4 ssues for IQ Search,IQ Analytics,IQ administrator functions or restriction of CrimeView Dashboard,IQ FireView Dashboard,IQ User work-now but does not significantly CrimeMapping,coni,and IQ NEARme are not impact their job function. managed after Normal Customer Service Hours. Customer Service Number 800.228.1059 for: IQ CrimeView Dashboard IQ FireView Dashboard IQ Crit-neMapping.cot-n IQ NEARme Priority 5— Normal Customer Service Hours --Ko—rniat Customer Service Hours: Telephone calls to Low Priority Support: Cosmetic at,Documentation 800,987.0911 will be answered and managed by the errors,including Client technical first available representative, questions or usability questions would be a part of this level. Priority 5 issues Nr IQ Scarch,IQ Analytics,IQ CrimeView Dashboard,IQ F"ircW:),v Dashboard,IQ and IQ NFARme not managed after Normal Cusionicr Service I loktrq. Customer Service Number 800.228.1059 for: IQ CrimeView Dashboard IQ FireView Dashboard IQ CrimeMapping.com IQ NEARme TriTech Software Systems EULA Copyright OL 2017'UnTech Soffivare Systems—Confidential and Prophetary Unpublished—Rigiit,,,mserved under the copyright laws of the United States Page 14 of)5 Agreement No. 5473 Priority Resolution Process Iesolution Time Priority 1— TriTech will provide a procedural or I TriTech will work(including after hours)to provide Critical Priority configuration workaround or a code the Client with a solution that allows the Client to correction that allows the Client to resume live operations on the production system. resume live operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible. Priority 2— TriTech will provide a procedural or TriTech will work to provide the Client with a Urgent Priority configuration workaround or a code solution that allows the Client to resume normal correction that allows the Client to operations on the production system. resume normal operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible. Priority 3- TriTech will provide a procedural or TriTech will work to provide the Client with a i Nigh Priority configuration workaround that allows the resolution which may include a workaround or code Client to resolve the problem. correction within a timcframe that takes into consideration impact of the issue on the Client, TriTech's User base,and the date of submission. Priority 3 issues have priority scheduling in a subsequent release. Priority 4— If TriTech determines that a reported TriTech will work to provide the Client with a Medium Priority Medium Priority=error requires a code resolution which may include a workaround or code correction.such issues will be addressed correction in a future release of the software.Priority in a subsequent release when applicable. 4 issues have no guaranteed resolution time. Priority 5— Low Priority issues are logged by There is no guaranteed resolution time for Law Low Priority TriTech and addressed at the company's Priority issues. discretion according to TriTech's roadmap planning process. __......m..... _ Special A'ote'W: Priority 1--IQ and Analytics Critical Priority issues meeting the previously noted criteria are defined as follows: a. `file iQ server is down and all workstations will not launch or function;the Client is experiencing complete interruption of ability to do perform queries. b. The IQ system is inoperable due to data loss or corruption caused by TriTech Software "there are no Priority I issues for IQ CrimeView Dashboard,IQ FireView Dashboard,IQ CrimeMapping.com,or IQ NEARme. Special Note 92:Priority 2 t,lrgc,m Priority issues erecting the paeviously mated criteria are defined as follows: a. The IQ System has a serious Software Error that severely impacts the ability of Users to perform critical work functions, Such errors will be consistent and reproducible. b. The IQ system is unable to generate and render,reports TriTech Software Systems EULA Copyright O 2017 Tri'Rtch Smlware Systems,—Confidential and Proprac u oy Unpublished—Rights reserved uttdw the copyright hmvs of the United Sta mi Page 15 of i5 �6b���ITB, Agreement No. 5473 Quote QTE 5124 TriTech Software Systems D ,t 1/18/2018 9477 Waples St.,Suite 100 1 San Diego CA 92121 Bill To: Ship To: EI Segundo Police Department EI Segundo Police Department 348 Main St EMMA GRAY EI Segundo CA 90245 348 Main St EI Segundo CA 90245 Purchase Order No. ICustomeI a I customer IID Salesperson to hIPPInq Method I Net Pavirnent DaysTerms 10/0/0000 ReaSData aster 57,108 Quantity Item Number Description UOM Discount unit Price E,'xt,Price 1.00 O-CRIMEMAPPING CrimeMapping.com each $0.00 $1,260.00 $1,260.00 Term: 12 month term 1.00 O-CV DESK MAINTENANCI CrimeView Desktop Maintenance each $0.00 $3,822.00 $3,822.00 Term:12 month term It $5,082.00 MAP $0.00 JAI $0.00 Freigh $0.00 Tradg 0m8.l' $0.00 jejal $5,082.00