Loading...
HomeMy WebLinkAboutR-2010-084 YAKCORPS Agreement/Establishment; Spillman Technologies, Inc. Public Safety SystemsRESOLUTION NO. R-2010-84 A RESOLUTION authorizing and directing the City Manager to sign the "YAKIMA CONSORTIUM FOR REGIONAL PUBLIC SAFETY INTER -LOCAL AGREEMENT" including authorization to approve and execute the AGREEMENT as revised or amended hereafter in consultation with the other participating jurisdictions. WHEREAS governmental jurisdictions responsible for public safety within Yakima County desire to establish and maintain a Consortium, to be known as the "Yakima Consortium for Regional Public Safety (YAKCORPS)"; and WHEREAS the "InterLocal Cooperation Act" pursuant to RCW 39.34 et seq. authorizes establishment of the Consortium and the provisions and terms of the Interlocal Agreement; and WHEREAS the establishment of the Consortium will provide the organizational structure necessary to purchase, implement, operate and maintain multi -jurisdictional, multi -discipline integrated public safety computer systems in an efficient, effective and coordinated manner, and will establishes a mechanism to address public safety issues in a coordinated manner in the future, and WHEREAS the implementation of integrated public safety systems will greatly enhance the jurisdictions' capability to coordinate law enforcement and firefighting efforts through the ability to instantly communicate between computer systems, the ability to share data via car -to - car "voiceless CAD", improved data for statistical analysis, and an enhanced information database, and WHEREAS the public safety agencies participating in the Consortium, and the citizens served by those agencies, would benefit from a Consortium through shared access to public safety information, improved efficiencies in obtaining and maintaining such information, compliance with State and Federal criminal justice information system requirements, shared costs of public safety systems and through other coordinated public safety related efforts, Now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to sign the "YAKIMA CONSORTIUM FOR REGIONAL PUBLIC SAFETY INTER -LOCAL AGREEMENT" including authorization to approve and sign the AGREEMENT as revised or amended hereafter in consultation with the other participating jurisdictions. ADOPTED BY THE CITY COUNCIL this 6th day of July, 2010. Micah Cawley, 4ayor ATTEST: City Clerk InterLocal Agreement For the Establishment of the Yakima Consortium for Regional Public Safety (YAKCORPS) (June 2010) YAKCORPS InterLocal Agreement Table of Contents Section Title Page Article 1 Consortium Purpose 1 Article 2 Creation 2 Article 3 Definitions 2 Article 4 General Membership 3 Article 5 General Membership Board 4 Article 6 Executive Board 5 Article 7 Legal and Other Professional Assistance 9 Article 8 Operations Board 9 Article 9 Operating Committees 11 Article 10 Consortium Resources and Expenditures 13 Article 11 Fiscal Agency 14 Article 12 Annual Budget 15 Article 13 Insurance 17 Article 14 Consortium's Authority 17 Article 15 Integrated Public Safety Systems Project 17 Article 16 Technology Services Provider 18 Article 17 Member Responsibilities 19 Article 18 Duration of Agreement 20 Article 19 Dispute Resolution 21 Article 20 Member Withdrawal from Consortium 21 Article 21 Default 22 Article 22 Dissolution of Consortium 22 Article 23 Indemnification 24 Article 24 Non -Discrimination 24 Article 25 Americans with Disabilities Act 24 Article 26 No Conflict of Interest 24 Article 27 Severability 25 Article 28 Execution 25 Article 29 Hold Harmless 25 Article 30 Amendments 25 Article 31 Entire Agreement 26 Article 32 Signatures 26 Article 33 Filing of Agreement 26 Addendum: A Public Safety Systems Project - Implementation Costs and Funding B Consortium Annual Assessments — Allocation of On -going Costs C Contingent Purchase Agreement with Spillman Technologies, Inc., and Attachments 3 INTER -LOCAL AGREEMENT YAKIMA CONSORTIUM for REGIONAL PUBLIC SAFETY WHEREAS this Agreement is made and first entered into by and among the undersigned governmental jurisdictions; and WHEREAS the members and the residents of Yakima County would benefit both in terms of efficiency and economy from a consortium for Public Safety services for Yakima County and the participating cities, and fire protection districts within Yakima County; and WHEREAS the undersigned governmental jurisdictions have a goal of establishing and maintaining a Consortium, to be hereafter known as the "Yakima Consortium for Regional Public Safety (YAKCORPS)"; and WHEREAS this Agreement and the activities described herein below are authorized by the provisions and terms of the "InterLocal Cooperation Act" pursuant to RCW 39.34 et seq.; and WHEREAS the establishment of the YAKCORPS will provide improved public safety within the boundaries of the consolidated service area of the participating jurisdictions, together with such other jurisdictions; and WHEREAS the establishment and maintenance of YAKCORPS will provide substantial benefit to the citizens of the participating governmental jurisdictions and the public in general; and WHEREAS the participating jurisdictions desire to expressly state the powers held by YAKCORPS pursuant to RCW 39.34.030(3)(b); and WHEREAS the participating jurisdictions expressly state that YAKCORPS is authorized to acquire, hold and dispose of property pursuant to RCW 39.34.030(4)(b); and follows: WHEREAS YAKCORPS is funded by the methods described herein. NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as ARTICLE 1 — Consortium Purpose A. The purpose of this Agreement is to establish the Yakima Consortium for Regional Public Safety (YAKCORPS) to provide public safety services for its' members, thereby benefiting them in terms of efficiency, economy, improved tools, improved coordination of data and/or improving the members' ability to better protect and serve the citizens of Yakima County. B YAKCORPS shall serve as a liaison to develop and promote communication, understanding and cooperation among the YAKCORPS members and participants on matters common to the parties and/or affecting the public served by the participants in the Consortium 4 and help ensure the coordination and sharing of integrated public safety information among members and participants. C. YAKCORPS may provide technical and professional services to aid the administration and operations of member jurisdiction's and participants' regional, integrated public safety systems in a manner that provides greater expertise, lower costs, improved services to its' members / participants and/or better communications between its' members / participants. Such services may include, but are not limited to, the acquisition, enhancement, replacement, operations, maintenance and performance of regionalized public safety technology systems. D. Further, YAKCORPS may provide technical and professional assistance on public safety related subjects of mutual concern and interest to the members when requested to do so and approved by a majority of the Executive Board. ARTICLE 2 — Creation YAKCORPS is hereby created as a consolidated public safety services consortium, which is a public agency. The parties hereto each assign to such agency the responsibility for public safety services to achieve the purposes provided in Article 1. Such agency shall be and is hereby created as a separate legal entity as is authorized by RCW 39.34.030(3)b. ARTICLE 3 — Definitions A. As used in this Agreement, the following words and phrases shall have the following meanings: 1. "Consortium" and "YAKCORPS" shall mean the entity that consists of and represents the entire group of Members to this Agreement. 2. The "County" shall mean the administrative and governing body headed by the Board of County Commissioners, and "Yakima County" shall mean the geographic area over which the County Commissioners exercise jurisdiction. 3. "Lower Valley City/Town" shall mean any one of the following cities or towns: Grandview, Granger, Harrah, Mabton, Wapato, Sunnyside, Toppenish or Zillah. 4. "Lower Valley Fire District" shall mean any one of the following fire districts: Lower Valley - No.5 or Glade - No.7. 5. "Member(s)" and "Participating Member(s)" shall mean those governmental agencies / jurisdictions within Yakima County represented by the signatories to this Agreement and such other Yakima County governmental entities as may become signatories or otherwise become members in the future; but excluding any signatory agency who has since withdrawn from or whose membership has been terminated by the Consortium, per Articles 18 and 20 herein and who has not subsequently re -joined the Consortium, per Article 18 herein. 6. "Non -Member agency or Jurisdiction" shall mean any agency or jurisdiction that is eligible to join the Consortium as a member, per Article 4 herein, but is not a current member thereof. 5 Last printed 6/10/2010 4'17:00 PM 7. "Participant" shall mean any/all Participating Agencies, as defined in #8 below, and Participating Members, as defined in #5 above 8. "Participating Agency" shall mean an agency(s) who participates in the utilization of and/or payment for some or all portions of the public safety systems but who are not members of the Consortium. 9 "Public Safety" shall include any or all of the following activities: 911 call taking; dispatch of law enforcement, firefighting and/or ambulance services; law enforcement; fire fighting; prosecuting attorneys; incarceration (e.g.: jail and Department of Corrections), probation and the technology and other services that support these functions. 10. "Public Safety Systems" shall mean, the Software and/or Hardware required to support the County -wide Regional Public Safety Systems as identified in Article 12 herein and as may be included in the vendor contracts included as Addendums hereto, or as such may be modified from time to time. 11. "Services" shall mean the performance of duties/activities, and/or the operation and maintenance of software, hardware and other equipment utilized to enhance public safety for the participating members. 12. "Upper Valley City/Town" shall mean any one of the following cities or towns: Moxee, Naches, Selah, Tieton, Union Gap or Yakima. 13. "Upper Valley Fire District(s)" shall mean any one of the following fire districts: Cowiche/Tieton - No.1 ; Selah - No.2; Naches - No.3; East Valley - No.4; Gleed - No.6; Naches Heights - No.9; Fruitvale,- No.10; Broadway - No.11; West Valley - No.12 or Nile/Cliffdell - No.14. ARTICLE 4 — General Membership A. General membership in the Consortium shall be composed of all member agencies. Representatives from all members are welcome to attend any meeting of the General Membership, the Executive Board, the Operations Board, the Operating Committees and any/all other meetings of the Consortium that may occur. B. Eligible Entities: All local, public safety related governmental agencies / jurisdictions whose governing body is located within the geographic boundaries of Yakima County are eligible to become a Member of the Consortium, subject to proper authorization by that governing body, as evidenced by reference to the motion and vote in the minutes of said agency / jurisdiction and by the signature of the highest ranking official of said agency/jurisdiction on this InterLocal Agreement or the then current InterLocal Agreement. Additionally, all requests for membership after the effective date of this InterLocal Agreement will be subject to the eligibility requirements noted above and as included in Article 18 herein, and to all additional criteria, if any, as may be required by the Executive Board. Such additional criteria, if any, will be at the sole discretion of the Executive Board and addressed on a case by case basis. C. Modifications and/or amendments to the text of the Interlocal Agreement shall required a 2/3 majority vote of the Governing Bodies of the Members (i.e.: of the General Membership); 6 Last printed 6/10/2010 4 17:00 PM however, the Executive Board has authority to authorize and approve modifications / amendments to the Addendums to this Interlocal Agreement. ARTICLE 5 — General Membership Board A. The affairs of YAKCORPS shall be governed by a General Membership Board composed of one representative from each participating member. Such representative shall be the highest-ranking elected member of the jurisdiction or his/her designee, who shall be an elected official. Each Board member shall have an equal vote and voice in all Board decisions. B. The Functions of the General Membership Board shall include: 1. Establish rules and policies for the General Membership Board's operation and regulation of its affairs. 2. Monitor the performance of the Executive Board and take appropriate action when deemed necessary by the Board. Any member of the Board may request the full General Membership Board to review a decision of the Executive Board. 3. The general Membership Board, by a two-thirds (2/3) majority vote of its members present at a properly authorized and noticed meeting of the Board, may overturn any decision or action of the Executive Board. C. The General Membership Board shall meet only as necessary, but at least annually and at the request of any member of the General or Executive Board. 1. All materials of regular and special meetings shall be prepared in packets and distributed to all Board Members at least ten (10) days in advance of the meeting date. 2. The minutes of each General Membership Board meeting shall be prepared and distributed to each Board Member not more than fifteen (15) days after the date of the meeting. A quorum shall consist of a majority of those present at a properly noticed, scheduled meeting. 3. No action is deemed taken by the Board unless the matter was subject to a proper motion, which was approved by a majority of the Board present at a properly noticed meeting and recorded as such in the approved minutes of the meeting. D. Unless otherwise agreed to by a majority of the Board, Robert's Revised Rules of Order shall govern all procedural matters relating to the business of the General Membership Board. All regular meetings shall include the following: 1. Approval of the minutes of the previous meeting 2. Reports from the Chairperson 3. Reports from the Executive Board 4. Reports from the Operations Board 5. Reports of any member, as requested 6. Old Business 7 Last printed 6/10/2010 4.17'00 PM 7 New Business E. Members will serve without compensation, but are entitled to reimbursement for necessary and reasonable expenses actually incurred in the performance of their duties as members of the Board. Board members shall not be reimbursed for normal and customary expenses incurred in the performance of their duties as Board members, such as mileage to and from Board meetings, cost of meals and the like. Reimbursable expenditures must have been pre -authorized by the General Membership Board or have been included in the currently authorized annual budget for reimbursement from the Consortium. Members, officers and agents of the Board shall conduct themselves in a professional manner and in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for Municipal Officers. F. The General Membership Board shall maintain a written record of its proceedings that is available for public inspection. The Board shall record in the record the "aye" and "nay" vote count on all matters coming before the General Membership Board at any regular or special meeting. All documents, records and accounts maintained by the Board are subject to (1) the Public Records Act, RCW 42.56 et seq., relating to public inspection at all reasonable times and (2) the Washington State Preservation and Destruction of Public Records act, RCW 40.14 et seq... ARTICLE 6 — Executive Board A. The Executive Board shall have the full authority and power of the General Membership Board to make decisions regarding the affairs of YAKCORPS on a routine basis. B. The Executive Board shall be chosen from the General Membership Board. The Executive Board shall be composed of the following seven (7) member representatives, so long as the agency / jurisdiction remains a member of the Consortium: 1. One County Commissioner from Yakima County 2. The Mayor of the City of Yakima 3 One Mayor from an Upper Valley City (excluding City of Yakima) 4. The Mayor of the largest populated -Lower Valley City 5. One Mayor from a Lower Valley City (excluding the largest populated City) 6. One Commissioner from an upper valley Fire District 7. One Commissioner from a lower valley Fire District All Board Members not specifically identified in "B", above, shall be selected by a majority vote of the entities to be represented by the chosen Board Member. Any Board Member may appoint a designee to act on their behalf. The designee shall be an elected official from the same jurisdiction(s) as the Board member he/she is representing. C. The Functions of the Executive Board shall include: 8 Last printed 6/10/2010 4 17.00 PM 1. Adopt administrative policies for YAKCORPS; 2. Approve YAKCORPS annual budget, subject to the provisions of Article 12 of this Agreement; i. Review and authorize the total annual assessment amount(s) for inclusion in the proposed budget and allocated among the members; 3. Establish policies for expenditures of budgeted items for YAKCORPS; 4. Approve or disapprove unbudgeted expenditures upon receiving recommendations of the Operations Board; 5 Resolve disputes that may arise between the members of the Operations Board and any other issues not resolved by the Operations Board; 6. Evaluate and determine the priority of public safety services the Consortium shall offer to members, and determine the price and other terms and conditions for and effects of providing such services, and advise all members of such; 7. Authorize professional services to assist the Consortium in order to address financial, legal or other technical matters necessary to carry out the functions of the Consortium; 8. Hire employees and/or contractors as necessary. 9. Approve contracts between YAKCORPS and its members, vendors, or other parties for materials, services and other business needs of YAKCORPS, including approval of any modifications or amendments to the agreements contained in the Addendums to this Interlocal Agreement, but excluding amendments to the text of the Interlocal Agreement, which requires a 2/3 majority vote of the General Membership, 10. Approve agreements with federal, state or local governmental agencies; 11. Approve the acquisition of real or personal property, or any interest therein, whether by purchase, lease, receipt by gifts, grants, or any/all other legal conveyance; 12. Ensure the General Membership Board is apprised of all proposed changes to policies, significant operating practices and contracts for services, including proposed changes to existing software and hardware; 13. Provide recommendations to the governing bodies of participating members regarding YAKCORPS business issues that may come before such bodies; 14. Provide annually, a report to the General Membership Board on the status of YAKCORPS. Said report shall include, at a minimum, a detailed list of the current years' revenues, expenditures; list of all assets and outstanding debt or other liabilities as of December 31st of preceding year and of any significant changes therein from the preceding year to the date of the report; status of all projects/programs included in the current year's annual budget or carried over from a previous year's budget, and any/all projects in progress; and status of all awarded grants and of all grant applications/requests outstanding; 15. The Executive Board may also perform other duties and responsibilities as may be authorized by the General Membership Board from time to time. 9 Last printed 6/10/2010 417:00 PM D. A quorum, or majority vote, of the Executive Board shall consist of a majority of the voting members, or their designee, present at a properly noticed meeting, E. A Chair and a Vice -Chair, and such other officers as the majority of the Board may authorize, shall be elected by a majority of the Executive Board, to serve as an officer of the Executive Board. The term of each office shall be one year; 1. The Board shall elect the Chair and Vice -Chair for the subsequent year no less than thirty (30) days prior to the end of the current officers' term of office. 2. The Chair elected by the Executive Board shall serve as the Chair of the General Membership Board during his/her term of office F. The duties of the Executive Board Chair shall be as follows: 1. Chair: The Chair shall oversee all administrative functions of the Board and shall preside at all meetings of the Board. The Chair, or in the event of the Chairperson's absence or disability, the Vice Chair, or in the event of the Vice - Chairperson's absence or disability, the Temporary Chair, may sign and execute, on behalf of the "Board", lease agreements, contracts and other instruments previously authorized by the Board, and generally shall perform all duties incident to the office of Chair and such other duties as may from time to time be assigned to such office by the Board. The Chair shall maintain a book of minutes of all meetings of the members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings thereat; see that all notices are duly given in accordance with the provisions of this Agreement or as may be amended from time to time, and as required by law; act as custodian of the records; exhibit at all reasonable times to any member, upon written request, the minutes of the proceedings of the members of the Board; attest to the official signatures of the other officers of the Board. All such records and minutes shall be retained for as long as is required by Washington State records retention requirements. Signature of the Chair will not be sufficient to bind the Board unless said signature is first authorized by and on behalf of said Board at a meeting held pursuant to lawful notice with a quorum present. At least ten (10) days prior to the end of their term of office, the Chair shall submit written notice to the Consortium's Fiscal Agent of the names and effective dates of the subsequent year's Chair and Vice -Chair, and any other officials who may hold elected office on the Executive Board. The Fiscal Agent is not authorized to act upon the authorization of the newly elected officials without such written notice nor prior to the effective date of their term of office. Additionally, the Fiscal Agent is not authorized to act upon the signature of the current year's elected officials after the end of their term. 2. Vice -Chair At the request of the Chair or in the event of the Chair's absence or disability, the Vice -Chair shall perform all duties of the Chair, and when so acting shall have all the powers of, and be subject to all restraints upon the Chair. In 10 Last printed 6/10/2010 4 17.00 PM addition, the Vice -Chair shall perform such other duties as may from time to time be assigned to that office by the Board or Chair. 3. Temporary Chair: A Temporary Chairperson may be appointed by the Board, by a majority vote of the members present at a properly authorized and noticed meeting of the Board, if both the Chair and the Vice -Chair are absent or otherwise unable to perform their duties and responsibilities during their term of office. G. The Executive Board shall meet regularly, but no Tess than quarterly. All materials of regular and special meetings shall be prepared in packets and distributed to all Executive Board members at least five (5) days in advance of the meeting date. Minutes shall be prepared of each meeting and shall be approved at the next Board meeting. All such meeting notes shall be distributed to any/all YAKCORP Member(s), upon such member's request or as soon as available, whether approved by the Board or not. All meeting minutes shall be marked "Draft" until approved by the Board; H. The Chair, his/her designee, or a majority of the Board, may call for an executive session of the Board for discussion of matters protected under RCW 42.30.110, executive sessions. Such sessions shall comply with the criteria as set forth in the statute; The Chair shall establish an agenda for each meeting, which shall be distributed with the packet of meeting materials, and shall oversee the preparation and distribution of meeting materials and meeting notes; J. No action will be deemed to have been taken by the Board unless the matter had been subject to a proper motion, which was approved by a majority of the Board present at a properly noticed meeting and recorded as such in the approved minutes of the meeting. K. Unless otherwise agreed to by a majority of the Board, Robert's Revised Rules of Order shall govern all procedural matters relating to the business of the Executive Board. L. All regular meetings shall include the following: 1. Approval of the minutes of the previous meeting 2. Reports from the Chair 3. Reports from the Executive Board 4. Reports from the Operations Board 5. Reports of any member 6. Old Business 7. New Business M. Members will serve without compensation, but are entitled to reimbursement for necessary and reasonable expenses incurred on behalf of the Board if such expenses were pre - authorized and approved for reimbursement by the Board. Board members shall not be reimbursed for normal and customary expenses incurred in the performance of their duties as members of the Board, such as mileage to and from Board meetings, cost of meals and the like. 11 Last printed 6/10/2010 4 17:00 PM Members, officers and agents of the Board shall conduct themselves in a professional manner and in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for Municipal Officers N. The Executive Board shall maintain a written record of its proceedings that is available for public inspection The Executive Board shall record in the record the "aye" and "nay" vote count on all matters coming before the Executive Board at any regular or special meeting. All documents, records and accounts maintained by the Board are subject to (1) the Public Records Act, RCW 42.56 et seq., relating to public inspection at all reasonable times and (2) the Washington State Preservation and Destruction of Public Records, RCW 40 14 et. seq. ARTICLE 7 — Legal and Other Professional Assistance The member agencies / jurisdictions may agree to furnish legal, financial or other professional assistance. The Executive Board may contract with a participating member(s) for professional services. If these services are not available within the necessary time and/or cost, the Executive Board may contract with a third party vendor for these services. ARTICLE 8 — Operations Board A. The Operations Board shall have the authority and responsibility to govern the day-to-day operations and activities of YAKCORPS, and to establish such operating practices and procedures as are necessary to responsibly, efficiently, effectively and with proper care carry out those operations and activities. B. The Functions of the Operations Board shall be as follows: 1. Establish rules, policies, procedures, practices and/or guidelines for the operations of the Operations Board and any Operating Committees; 2. Develop operating practices, procedures, guidelines and codification standards, or customization requirements if needed, for the operation, maintenance of the public safety software systems; 3. Establish priorities and timelines for the development, enhancement and/ or replacement of YAKCORPS' public safety hardware and software computer systems and for the utilization and operation thereof; a. Steering Committee: The Technology Directors for the County and for the City of Yakima and the Operations Board shall serve as the Steering Committee for computer software and hardware implementation projects; providing oversight and direction to the project manager and the project team. 4. Prepare YAKCORP's annual operating and capital budgets, with input and assistance from the Operating Committees, and forward such to the Executive Board for their review and approval; 5. Monitor expenditures throughout the year and ensure YAKCORPS operates within the authorized budget levels; forward all recommendations for unbudgeted expenditures and/or reallocation of budgeted funds to the Executive Board for approval; 6. Resolve disputes regarding YAKCORPS' business operations; or forward such to the Executive Board for resolution; 12 Last printed 6/10/2010 4 17:00 PM 7. Any decision of the Operations Board may be over -turned by a majority vote of the Executive Board; C. The Operations Board shall be comprised of the following eleven (11) members: 1 Sheriff — Yakima County 2. Police Chief — City of Yakima 3. Police Chief — of an Upper Valley City/Town, excluding the City of Yakima 4. Police Chief — of a Lower Valley City/Town 5. Fire Chief — City of Yakima 6. Fire Representative — of Yakima County Fire District #5 7. Fire Representative — of an upper valley Fire District/Dept, excluding City of Yakima 8. Fire Representative — of a lower valley Fire District/Dept 9. Department of Corrections (DOC) — Yakima County Director 10. Prosecuting Attorney Representative — from Yakima County or the City of Yakima 11. 911 - Director D. Each Board member shall have an equal vote in all Board decisions. All Board Members not specifically identified in "C", above, shall be selected by a majority vote of the entities represented by each Board Member. E. Any Board member may designate a representative to attend meetings in that member's place. While so designated, the representative shall assume all rights and responsibilities of a full member. The designee must be from the same jurisdiction(s) as the Board member he/she is representing. F. The Board shall determine the time and place of its regular business meetings and shall meet as frequently as the Board deems necessary, but shall meet no Tess than once per calendar quarter. G. A quorum shall consist of those members present at a properly authorized and noticed business meeting. H. The Operations Board shall elect a Chair and a Vice -Chair from its members, by a majority vote of the Board. The Chair and Vice -Chair shall serve a one-year term. The Board shall elect the Chair and Vice -Chair for the subsequent year no less than thirty (30) days prior to the end of the current officers' regular term of office. The Chair, and in the absence of or at the request of the Chair, the Vice -Chair, shall have the following authority and responsibility: 1. To call special meetings of the Board, as appropriate; 2. To preside at regular and special meetings of the Board; 3. To appoint Operating Committees, as needed; 13 Last printed 6/10/2010 4' 17:00 PM 4. To meet with the Executive Board and attend their meetings and to keep that Board apprised of the actions of the Operations Board and significant issues facing, or likely to be facing, YAKCORPS and/or its members. J. The Chair, or any two (2) Board members, may call a special meeting of the Board. All special meetings shall require a minimum of seven (7) business days, and a maximum of forty five (45) business days, advance notice to each Board member; such notice must be in writing and the meeting purpose must be included is such notice. K. At least ten (10) days prior to the end of their term of office, the Chair, or in his/her absence the Vice -Chair, shall submit written notice to the Consortium's Fiscal Agent of the names and effective dates of the subsequent year's Chair and Vice -Chair of the Operations Board. The Fiscal Agent is not authorized to act upon the authorization of the newly elected officials without such written notice nor prior to the effective date of their term of office. Additionally, the Fiscal Agent is not authorized to act upon the signature of the current year's elected officials after the end of their term. L. Unless otherwise agreed to by a majority of the Board, Robert's Revised Rules of Order shall govern all procedural matters relating to the business of the Operations Board. M. All regular meetings shall include the following: 1. Approval of the minutes of the previous meeting 2. Reports from the Chairperson 3. Reports from Operating Committees 4. Reports from other Committees or any member, as requested 5. Old Business 6. New Business N. All materials for regular meetings and minutes from the prior meeting shall be prepared in packets and distributed to all Board members, and any/all members upon their request, at least five (5) business days prior to the date of the next meeting. O. No action is deemed to have been taken by the Operations Board unless the matter was the subject of proper motion, which has been approved by a majority of those Board members present at a properly noticed meeting, and as provided in the minutes. P. Members will serve without compensation, but are entitled to reimbursement for necessary and reasonable expenses incurred on behalf of the Board if such expenses were pre - authorized and .approved for reimbursement by the Board. Board members shall not be reimbursed for normal and customary expenses incurred in the performance of their duties as members of the Board, such as mileage to and from Board meetings, cost of meals and the like. Q. Members, officers and agents of the Board shall conduct themselves in a professional manner and in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for Municipal Officers R. The Operations Board shall maintain a written record of its proceedings that is available for public inspection. The Board shall record in the record the "aye" and "nay" vote count on all 14 Last printed 6/10/2010 4 17:00 PM matters coming before the Operations Board at any regular or special meeting. All documents, records and accounts maintained by the Board are subject to (1) the Public Records Act, RCW 42.56 et seq., relating to public inspection at all reasonable times and (2) Washington State Preservation and Destruction of Public Records, RCW 40.14 et. seq.. ARTICLE 9 — Operating Committees A. The Operations Board shall establish the following standing seven (7) Committees to conduct the day-to-day business of YAKCORPS: 1. Public Safety Dispatch / Mobile Data — Fire 2. Public Safety Dispatch / Mobile Data - Law 3. Public Safety Records — Fire 4. Public Safety Records - Law 5. Jails and Corrections 6. Prosecutors 7. Public Safety Technology B. The Functions of the Operating Committees shall be as follows: 1. Responsibile for establishment of operating practices, procedures, and utilization of the systems relative to the Committee's functional area of responsibility; 2. Establish Codification and other general operating standards by which the system(s) will be designed and operated; 3. Coordinate and work jointly as needed, with the other Operating Committees to ensure the best overall utilization of the system(s) while maintaining necessary security features, accesses and data confidentiality; 4. Evaluate and provide recommendations to the Operations Board regarding system changes, codification and/or customization proposals, as needed. Recommendations to the Operations Board should be made jointly with other Operating Committees, as applicable; 5. Provide user and technical updates and recommendations to the Operations Board regarding system utilization and status and recommendations for system enhancements, updates and/or replacements; 6. During significant computer software and/or hardware implementation / installation projects, Operating Committees may function as Subject matter Experts for the project or the Operations Board may establish special project teams to the project for its duration; once the software / hardware is implemented and operating in the production environment in a satisfactory manner, the Operating Committees will incorporate this new technology into their Committees, as appropriate. C. The members of the Consortium's Public Safety Technology Committee shall include, at a minimum, the head of the Information Technology Departments for Yakima County and for the City of Yakima, or their designees, and other subject matter experts whom they, or the Operations Board, may assign at their discretion. 15 Last printed 6/10/2010 4 17:00 PM D. The Operations Board shall appoint members to all Operating Committees by majority vote of the Board. Committee members shall consist primarily of key operating and/or technical personnel from the associated functional area of member agencies (i.e.: 911/dispatch, mobile data, law records, fire, prosecutors and jail). E. All Operating Committees shall report to the Operations Board; Committees are advisory only bodies to the Operations Board, unless specifically authorized by the Operations Board to act in their behalf. The Public Safety Technology Committee shall also act as an advisory body to the Executive Board F. Operating Committees shall meet as frequently as they deem necessary and shall provide an update of their status and activities to the Operations Board at least quarterly. G. To assist in conducting YAKCORPS business, the Operations Board may create additional standing and/or Ad -hoc Committees, as may be deemed necessary from time to time, by a majority vote of the Board. Such additional Committees may be created for a specified period of time, for a specified purpose, or may serve indefinitely at the pleasure of the Operations Board. H. Each Operating Committee shall elect a Chairman from their Committee membership, by majority vote of the Committee. Any disagreements within and/or between the Operating Committees that are not satisfactorily resolved by the Committee members will be forwarded to the Operations Board for resolution. In the event that the Operations Board is unable to reach a satisfactory resolution the matter will be forwarded to the Executive Board for review and final determination. ARTICLE 10 — Consortium Resources and Expenditures A. Funding sources for the operation of the Consortium shall include the following: 1. Revenue derived from the Annual Assessment to member agencies. Such assessment shall be calculated by applying the then current year's approved annual budget amount to the agreed upon cost allocation methodology, as described in Attachment "B", attached and incorporated hereto by reference, or as may be amended by the Executive Board from time to time; 2. Revenue derived from fees or charges to Members for additional services over and above those included in the Annual Assessment, as defined in Section A.1., above, whether contracted or otherwise, if any. Any such special service provided by the Consortium would be at the request of the individual member and must be pre - authorized by the Executive Board. 3. Revenue derived from fees or charges for services to non -Member public safety agencies, whether contracted or otherwise, if any; 4. Revenue derived from grants, donations or other gifts, if any; 5. Proceeds derived from loans or other borrowings, if any; 6. Other legally authorized revenues as may be approved by the Executive Board from time to time. 16 Last printed 6/10/2010 4 17'00 PM B. Expenditures of the Consortium shall be limited to the following: 1. Expenditures for purchase of, reimbursement for and/or payments for materials, supplies, software and related licenses, hardware and related licenses, equipment, professional and administrative services, repair and/or maintenance contracts on Consortium assets, contracts for operation and maintenance support of vendor software/hardware, preparation and distribution of meeting materials, publication of meeting notices and related costs, and other reasonable or incidental costs related to the business, operations and professional stewardship of the Consortium. 2. Other expenditures as may be authorized by a majority vote of the Executive Board from time to time. C. All revenues and expenditures of the Consortium shall require proper authorization prior to accepting revenue, incurring a liability, or paying for an expenditure, as follows: 1. The Chair of the Executive Board is authorized to approve acceptance of funding from grants, donations, loans, member assessments, contract payments or any and all other funding sources if such revenue has previously been authorized by the Executive Board or if the Board approves, by majority vote of the members present at a properly notice meeting, the acceptance of such revenue/funding. If such revenue is included in the annual budget, it is deemed authorized by the Executive Board. 2. The Chair of the Operations Board is authorized to approve payments for equipment, software, materials, professional services, contract payments and the like that have been pre -authorized by the Executive Board and included in the approved budget. 3. All proposed purchases, expenditures and contracts not pre -authorized by the Executive Board or not included in the approved budget must be submitted to the Executive Board for approval prior to incurring any obligation for the purchase, expenditure or contract. Such approval will be evidenced by a majority vote of the Board members present at the meeting where the vote took place. Before a vote may be taken to authorize unbudgeted and/or unauthorized work or contracts, written notice must be given to all members of the General Membership Board, the Executive Board and the Operations Board that such a vote will be taken at the next meeting of the Executive Board. Such notice must be given at least ten (10) days prior to the meeting at which the vote will be taken. Pre -authorization of Expenditure Exception: in the event of an emergency, as defined in Article 11, the Chair of the Operations Board and the Service Provider Director are authorized to take steps necessary to prevent system failure or repair system functionality without prior expenditure authorization, as defined and authorized in Article 11 herein. D. The financial operation of the Consortium shall be subject to all applicable Federal and State statutes and other regulatory bodies governing legal, financial, accounting, budgeting, auditing and financial statement / reporting requirements. 17 Last printed 6/10/2010 4.17:00 PM ARTICLE 11 — Fiscal Agency A. The City of Yakima shall act as the fiscal agent for YAKCORPS. All YAKCORPS funds shall be deposited with and disbursed by the Yakima City Treasurer's office, pursuant to vouchers approved by (1) the Chair of the Executive Board or authorized designee, or (2) the Chair of the Operations Board, or authorized designee, if such expenditure is authorized within the approved budget, or by (3) the Consortium's Technology Services Provider, for expenditures less than $7,500, if such expenditure is authorized within the approved budget and if the Service Provider is also an employee of a Consortium Member. B. Emergency Situations. However, not withstanding the above, in the case of an emergency, the Service Provider Director and/or the Chair of the Operations Board is/are authorized to purchase materials, equipment and professional services for the purpose of (1) preventing an imminent system failure that would cause an emergency situation for one or more members of the Consortium, or (2) restoring the public safety systems to an operational status during an emergency situation. The Consortium will be fully liable for the actions and purchases of the Service Provider Director and the Operations Board Chair during an emergency situation. 1. For the purposes of this Interlocal Agreement, a system emergency shall mean an actual or imminent failure of the Consortium's system the nature of which could jeopardize the security or confidentiality of system information and/or cause critical elements of the Consortium's system to stop functioning properly and thereby jeopardize the safety and security of citizens, public safety employees or their property. 2. It is intended that the Consortium's systems shall include those systems owned and operated by, or on behalf of, the Consortium including software and server hardware and as defined in Article 15, herein. It is further intended that the Consortium's systems do not include systems, services and/or hardware that may be necessary for the proper operation of the Consortium systems, but are not owned / operated by the Consortium, such as the communications network, jurisdictions' individual workstations and the like. ARTICLE 12 — Annual Budget Under the direction of the Operations Board A. Under the direction of the Operations Board, an annual budget shall be prepared and presented to the Executive Board and to the General Membership Board. The Consortium's fiscal year shall be the calendar year, and shall end on December 31st of each year. An annual budget shall be prepared for each fiscal year and shall include: 1. Revenues - A detailed list of projected revenue from each revenue source, including: recommended assessments of each member agency, a detailed list of each budgeted contract for service from the Consortium and related revenues; a detailed list of each budgeted contract for services to the Consortium; a detailed list of individual budgeted grants, donations and any/all other revenue sources. The annual assessment may include: (1) annual vendor software operation and maintenance support costs, (2) authorized technology service provider costs, (3) authorized system hardware replacement costs, (4) Consortium liability premium 18 Last printed 6/10/2010 4 17•00 PM costs and (5) other costs that may be authorized by the Executive Board from time to time. 2. Expenditures - A detailed list of all anticipated expenditures; including, but not limited to; planned software and/or hardware purchases or replacements; 3rd party (vendor) support service costs; internal consortium support costs; annual consortium insurance costs, and detailed list of any/all other expenditures greater than $5,000; other items less than $5,000 may be aggregated so long as the sum of all aggregated amounts does not exceed $10,000. 3. The proposed budget shall also include the work plan for the budget year, including: an explanation of planned / projected and budgeted expenditures; replacement cycles for major hardware devices and software, if applicable; changes in costs of vendor maintenance agreements; new, or modifications to, existing external service agreements; overview of Consortium provided service agreements and details of any significant planned changes in the operations of the Consortium's public safety systems and/or operations. 4. Any and all other data or information that the Operations Board believes may be of significant interest or benefit to the General Membership Board or the Executive Board in their review and consideration of the annual budget recommendation. B. May 31st Deadline: The Operations Board will present their proposed annual budget to the Executive Board no later than May 31 st of each year for the subsequent calendar year. C. June 30th Deadline: The Executive Board Phall forward the proposed budget and related work plan, including their proposed adjustments or modifications thereto, if any, to each member of the General M.-mberchip Bccrd f their review no later than June 30th. D. July 31st Deadline: Each member jurisdiction shall submit, in writing, any obiecti^nc, concernsand/or change requests regarding the propose+ -bud,j —t, if `.Any, k Lilt Exei uta Board no later than July 31st. 1. The governing body of any member jurisdiction may request a special meeting of the Executive Board to further discuss and/or refine the proposed budget. Such request shall be in writing and submitted to the Chairman of the Executive Board, no later than July 31st. E. August 31st Deadline: The Executive Board shall address concerns or objections submitted by member agencies, if any, and shall hold a special meeting to discuss the budget, as they deem appropriate or if requested in writing by a member agency. If a special meeting is to be held, the Chairman of the Executive Board shall schedule, and provide proper notice of such special meeting, which shall be held no later than August 31st. F. If the Executive Board receives no written notice of objection to or request for a meeting regarding the proposed annual budget by July 31st, the Executive Board may assume that the governing bodies of the member jurisdictions do not object to the proposed revenue and expenditure budget or to the related work plan. G. September 15th Deadline: The Executive Board shall approve the annual budget for a given year no later than September 15th of the year prior to the budget year. 19 Last printed 6/10/2010 4.17:00 PM H. Once authorized by the Executive Board, and within five (5) days of such authorization, the budget shall be submitted to the governing body of each Consortium member and to the Chairman of the General Membership and Operations Boards and to the Chairman of each Operating Committee. The chairman of each Board / Committee shall distribute a copy of the budget to each member of his/her Board/Committee. If agreement between a member agency and the Executive Board regarding the subsequent year's annual budget is not reached, the member agency may choose to terminate their -participation -in -the -Consortium--by-stating _so _in_writing. __Such_notice_of termination_shall be provided in writing, signed by the highest elected official of the member agency, and submitted to the Chairman of the Executive Board within fifteen (15) business days of receipt of the Executive Board's approved annual budget. Not withstanding the above, termination by a member agency shall not relieve that member, or any other member, of responsibility for meeting financial and other obligations outstanding at the time of termination. J. Once the annual budget is approved by the Executive Board, the member assessments included in the approved budget shall become a legally binding debt of each member agency, owing to the Consortium. K. Each member agency shall pay their annual assessment to the Consortium's Fiscal Agent in two equal semi-annual installments. Payments are to be made on or before February 1st, and August 1st of each calendar year for that year's assessment. ARTICLE 13 — Insurance YAKCORPS shall obtain and maintain commercial general liability insurance; auto liability for any owned vehicles; public officials liability (directors & officers liability); and property insurance covering all equipment owned by YAKCORPS with a value greater than $10,000 or greater than an amount deemed, by the Executive Board, to be a reasonable and cost effective insurance deductible amount. The insurance carriers, level of coverage, deductible and other significant coverage issues shall be as approved by the majority of the Executive Board. Each member entity will be listed as an additional insured under the commercial general liability insurance policy for YAKCORPS. YAKCORPS shall additionally obtain and maintain other insurance policies as may be required by applicable law or majority vote of the Executive Board. ARTICLE 14 — Consortium's Authority A. YAKCORPS may enter into contracts or agreements with governmental agencies, vendors, contractors, consultants or other third party entities and with member agencies as deemed necessary and approved by the Executive Board to carry out the purposes and functions ' of the Consortium; including, but not limited to, providing technical services, administration, planning, support and/or conducting studies of problems of mutual concern B. The Consortium may receive grants and gifts in furtherance of its programs and business purpose; C. The Chairman of the Operations Board is authorized to execute contracts and other agreements with third -parties and member agencies; however, all such contracts and 20 Last printed 6/10/2010 4 17.00 PM agreements must first be approved by a majority of the Executive Board at a scheduled meeting and included in the approved annual budget. D. YAKCORPS shall have authority to acquire (by purchase, lease or otherwise) own, operate (directly or by contract), maintain, equip, reequip, and repair real and personal assets necessary to carry out the business of the Consortium. E. YAKCORPS shall have the same legal rights and authority as each individual member to enforce the financial, legal and other obligations of the members to the Consortium, including, but not limited to, the right to pursue all legal avenues for the payment of annual assessments and other amounts owing to the Consortium by a member and to collect from that member all legal and other expenses the Consortium incurred in the collection thereof. ARTICLE 15 — Integrated Public Safety Systems Project (IPSS) A. Integrated Public Safety System Project (IPSS): upon execution of this InterLocal Agreement, members agree to immediately commence the implementation of integrated public safety systems as defined in the City of Yakima's RFP #10809P, dated March 19, 2008 and as may have been modified by the IPSS Project team and/or vendor agreements thereafter. This project shall be known as the Integrated Public Safety System Project or "IPSS: B. For purposes of defining the scope of work and the related costs to be included in the implementation phase of the Integrated Public Safety Systems Project, the members acknowledge and agree the scope and funding shall include the following: (1) vendor's computer software and related costs as .included in the Contingent Purchase Agreement, Licensing Agreement and Support Agreement with Spillman Technologies Inc. dated December 22, 2009 and as modified herein in Addendum "C" and its related Attachments, (2) vendor's computer software and related costs and licensing and support agreements as may be included in agreements with the vendor(s) of the prosecuting attorney's systems, as may be executed by the Executive Board of the Consortium in the future, (3) the software licensing and implementation costs as included in Addendum "A" of this Agreement, (4) conversion of member's existing systems to the new public safety systems, such work and costs shall include the costs of the necessary interfaces to existing systems, costs to upgrade agency specific hardware to be compatible with the new vendor systems, and, as may be authorized by the Operations Board during implementation, the costs to convert a limited amount of member's existing data, (5) the server and other related hardware, if any, necessary to run and operate the software systems for the Consortium as a whole, (6) cost of a project manager to coordinate and oversee the implementation of the systems for all members, and (7) other incidental and customary costs that may arise during the implementation of the systems, if authorized by the Executive Board. C. Addendums: Addendum "A" — Public Safety Systems Project — Implementation Costs and Funding; Addendum "B: - Consortium Annual Assessments — Allocation of On -going Costs, and Addendum "C" — Contingent Purchase Agreement with Spillman Technologies, Inc., and the related Attachments, are all included in this Interlocal Agreement herein, by reference. 21 Last printed 6/10/2010 4 17.00 PM ARTICLE 16 — Technology Services Provider A. The Consortium shall contract with a Service Provider for software and hardware maintenance and operations support for the public safety systems implemented as part of the Integrated Public Safety Systems Project (IPSS), as described in Article 15 herein. These services shall include: vendor network administration; database administration; operation and maintenance of system server(s); acting as technology expert on behalf of the members and as the primary point of contact between the member agencies and the vendor's support personnel to address system -wide questions and resolve problems; provide user training, as needed; coordinate implementation of vendor software updates; and other functions that may be deemed appropriate by the Executive Board from time to time. B. The Consortium's Technology Services Provider will not be responsible for the operation or maintenance of member's workstation hardware, mobile units, or any public safety software/hardware other than that included in Article 15 herein, if any. C. The members agree and authorize the Yakima County Information Technology Department to function as the Technology Services Provider immediately upon implementation of the new public safety systems, as defined in Article 15, herein. Members further authorize the Executive Board to change the Technology Service Provider and/or the services provided by the Technology Services Provider as they deem appropriate, from time to time. D. In the event that the Executive Board authorizes another party to perform the tasks of the Technology Services Provider for the Consortium, the governing body of Yakima County and Yakima County's Information Technology ,Department agree to fully cooperate with the Executive and Operations Boards and the newly authorized Services Provider in transitioning their duties and responsibilities to the new Service Provider, including but not limited to, the physical transfer of the Consortium's servers and other hardware and software to a new location, if so requested by the Executive Board and to, in good faith, provide the technical expertise to assist in the transfer as may be needed to ensure a safe, secure and smooth transition and as may be requested by the Executive Board. E. All reasonable and customary expenses incurred by the Consortium, the existing Service Provider and the new Service Provider to accomplish the safe and secure transfer of the Consortium's software and hardware and the technical expertise to operate the software and hardware to the new Service Provider shall be paid by the Consortium, unless otherwise agreed to by the parties. All expenses incurred by the existing or new Service Provider must be pre - approved by the Executive Board or reimbursement may be denied. ARTICLE 17 — Member Responsibilities A. The governing body of each member agency acknowledges and agrees that, upon execution of this Agreement, YAKCORPS shall step into the position of "Customer" as defined in the Contingent Purchase Agreement dated December 22, 2009 between Yakima County, the Customer, and Spillman Technologies, Inc and as modified herein and included as Addendum "C". Additionally, YAKCORPS shall be responsible to fulfill all obligations of the "Customer" as required in stated Contingent Purchase Agreement. 22 Last printed 6/10/2010 4 17.00 PM B. The governing body of each member agency / jurisdiction: 1. Acknowledges awareness and acceptance of the Request for Proposal (RFP) #10809-P, dated March 19, 2008, and included herein by reference, for county- wide public safety computer systems; 2. Agrees to abide by the requirements, terms and conditions of any/all Federal grant funding accepted by YAKCORPS' Executive Board; 3. Acknowledges the value and importance of this system and are committed to seeing it come together. Further, the County and the City of Yakima realize the critical nature of this project to the point of committing to funding any capital cost shortfall needed to see the project to fruition. 4. Acknowledges that the ongoing support and maintenance costs of the systems will be borne by all members; 5. Agrees to abide by the requirements, terms and conditions of all grants or other agency's whose funding is accepted by YAKCORPS' Executive Board; 6. Agrees that a full year's assessment shall be owed and payable by each agency for each full or partial year that the agency is a member of the Consortium, unless otherwise agreed to by a two-thirds (2/3) majority vote of the Executive Boardi 7. Agrees that no member or participating agency shall be entitled to a refund, in whole or in part, of any annual assessment the member or participating agency may have paid to the Consortium for replacement funding of existing equipment or for any other purpose. 8. Agrees to comply with all current and future Federal and State Public Safety Technology requirements in all manners that have, or could reasonably be expected to have, an impact on the public safety systems governed by the Consortium. 9. Agrees to pay the full amount of any and all financial obligations assessed upon member as a condition(s) of withdrawal from the Consortium, the termination of their membership, or expulsion from the Consortium as provided in Articles 18, 20 and 21 herein. Additionally, the governing body of the member agency / jurisdiction agrees to pay all reasonable and customary costs incurred by the consortium, if any, in an effort to enforce such payment by the member. 10. Agrees to abide by all the terms and conditions of this Agreement; C. The governing body of each member agency is responsible to ensure that all requirements of the Consortium are carried out as intended and agreed to herein and as are authorized from time to time by the General Membership Board, the Executive Board and the Operations Board, including, but not limited to the following: 1. All properly authorized and approved annual Member Assessments shall be paid to the Consortium's Fiscal Agent by the due date; 2. Members acknowledge that data contained within the public safety systems operated and maintained by the Consortium is confidential, and members shall ensure that physical, electronic and procedural safeguards and controls are implemented and maintained within the member agency, and between member agencies, to ensure that all confidential information is secure and to prevent unauthorized access to or use of such information by unauthorized individuals; 23 Last printed 6/10/2010 4 17:00 PM 3. If a member has reason to believe that any confidential information has or may become known by unauthorized persons, whether or not employed by that member agency, the member shall immediately notify the Chairs of the Executive Board and the Operations Board 4. Members agree to utilize all systems operated and maintained by the Consortium only in the manner intended. Further, all members agree to follow and utilize only the codification standards as established and approved by the Operations Board, including, but not limited to, the codes established within the system(s) to identify each individual member agency, each type of criminal offense, type of booking in the jails, type of arraignment, and the like. ARTICLE 18 — Duration of Agreement A. The initial term of this Agreement is for a period of five (5) years from the date hereof and thereafter is automatically extended for consecutive three (3) year periods. Any party seeking modifications to the Agreement shall provide written notice of such to the Chairman of the Executive Board by June 1st of the year prior to the end of the then current extension period. Notice in writing is required and time is of the essence in giving notice. B. Within 30 days of receipt of a written notice of a modification request by a member agency, the Executive Board shall notify all members of the General Membership Board and shall schedule a meeting of the Executive Board to discuss the requested modifications to the Agreement. C. All member agencies shall work in good faith to agree to retain the existing Agreement or execute a new or revised InterLocal Agreement prior to the last effective date -of the current extension period. D. If a majority of the governing bodys do not approve a new or revised Agreement by the end of the current extension period, the existing Agreement will become effective for another three (3) year period, unless subsequently modified by a majority vote of the governing body's of the member jurisdictions. E. If a majority of the governing bodys of the member jurisdictions adopt a new or revised Agreement it shall become effective 30 days after the date such majority approval was attained, or on the effective date stated therein, whichever comes later. The member jurisdictions whose governing bodys do not adopt the new or revised Agreement by its' effective date shall continue participation in the Consortium until the existing Agreement expires, at which time their membership in and the benefits of the Consortium shall terminate. F. Termination of membership from the Consortium does not eliminate the member jurisdiction's previous legal or financial responsibilities to YAKCORPS. G. Should the governing body of a non-member agency / jurisdiction request 'to join, or rejoin, the Consortium, whether or not such non-member agency was previously a member of the Consortium, all of the following criteria must be met: (1) the governing body of the requesting agency / jurisdiction must approve the InterLocal Agreement in effect at that time; (2) the General Membership Board must approve, by a majority vote of the members present at a properly authorized and noticed meeting, the membership request, and (3) the requesting 24 Last printed 6/10/2010 4 17.00 PM agency / jurisdiction must accept the terms and conditions, if any, for joining the Consortium as may be required by the Executive Board. Such terms and conditions may include, but are not limited to, a "buy -in" amount to be paid by the agency to cover the agency's proportionate share of Consortium's assets and/or liabilities or to cover any costs/expenses incurred by the Consortium on the agency / jurisdiction's behalf caused by such agency / jurisdictions previous termination, expulsion, or other withdrawal from the Consortium. The Executive Board will determine such terms and conditions, if any, at their discretion and on a case by case basis. ARTICLE 19 — Dispute Resolution A. Any controversy or dispute between the parties regarding the application or interpretation of this Agreement is subject to resolution by the following procedures: 1. Initial review by the Executive Board to facilitate prompt resolution through agreement. 2. If the initial review does not achieve resolution, the Executive Board Chair shall appoint a committee with members from the Executive Board and the General Membership Board with authority to facilitate resolution through agreement. 3. If the matter is not resolved through the work of the committee, the committee will make a report to the Executive Board and the ,Executive Board shall refer the matter to the General Membership Board for final and binding resolution, by a majority vote of the Board Members present at a properly authorized and noticed meeting of the Board. ARTICLE 20 — Member's Withdrawal or Expulsion from Consortium A. In addition to termination of a member as provided for in Article 18, a member agency and/or jurisdiction may withdraw from the Consortium by providing notice of intent to the Executive Board no later than September 15th of any given year to be effective on January 1st of the subsequent year. Such notice must be in writing and time is of the essence in giving notice. B. Upon proper written notice of intent to withdraw from the Consortium by a member, the Executive Board shall determine the conditions under which the Member may withdraw, including, but not limited to: (1) assessment of outstanding payments, if any, due from the Member to the Consortium, (2) assessment of assets or liabilities, if any, due to/from the Member from/to the Consortium. Such conditions shall be communicated in writing to the governing body of the member agency / jurisdiction within sixty (60) days of receipt of members notice to withdraw. C. Members agree that upon their withdrawal, or expulsion, from the Consortium they are not entitled to, nor will they receive any refund or reimbursement of costs for any amounts the member may have paid into the Consortium for: (1) proration of annual assessment costs/payments; (2) funds paid into a reserve or dedicated account for the purpose of replacing hardware in the future or (3) the purchase of assets still in use, or intended for future use, by the Consortium. The member will not, however, be responsible for any future payments towards the hardware replacement fund, unless such expenditure related to a long-term contract or bond that was previously authorized by the Consortium and the authorization for that liability specifically stated that all members at that time would be responsible for their proportionate share of that liability until it is paid in full. 25 Last printed 6/10/2010 4 17:00 PM ARTICLE 21 — Default A. Any of the events shall constitute a "default" by the offending member(s) under this Agreement: 1. Member fails to pay the Fiscal Agent all, or any part thereof, of a properly authorized and approved assessment when due, and such failure has not been corrected within fifteen (15) business days after written notification has been given to the governing body of the member agency; 2. Member improperly utilizes and/or maintains the system(s) coding structure as approved by the Executive Board and/or the Operations Board; 3. Member's use of information maintained within the system(s) operated and maintained by YAKCORPS in an illegal or unethical manner; 4. Member's failure to ensure that physical, electronic and procedural safeguards and controls are implemented and maintained within the members' agency(s), and between member agencies sufficient to safeguard confidential information and to prevent access by unauthorized individuals; 5. Member's failure to utilize all systems operated and maintained by the Consortium only in the manner intended or member's failure to follow and utilize only the codification standards as established and approved by the Operations Board; 6. Failure to maintain compliance with all Federal and State Public Safety technology requirements in all manners that have, or could reasonably be expected to have, an impact on the public safety systems governed by the Consortium; including, but not limited to: federal Criminal Justice Information Systems (CJIS) and Washington Criminal Information Center WACIC); 7. Member's failure to perform any other obligation set forth in this Agreement if such failure has not 'been corrected within thirty (30) days after YAKCORPS has given written notice of such failure to the governing body of the member agency; B. The Executive Board shall review the circumstances of any default and determine by majority vote the appropriate action(s) to be taken in response to the default, which may include any one or more of the following: 1. Technical and/or professional assistance to facilitate resolution of the underlying problems causing the default; 2. Restrictions on participation in the Consortium for a specific period of time preceding resolution; and/or 3. Expulsion from the Consortium. 26 Last printed 6/10/2010 4•17:00 PM ARTICLE 22 — Dissolution of Consortium A. Dissolution of the consortium shall take place through either one of the following two procedures: 1. The Executive Board shall formulate and approve, by a majority vote of its' members, a recommendation for dissolution and shall forward it to the General Membership Board and to the governing bodies' of all member agencies / jurisdictions. No Tess than sixty (60) days and no more than one hundred and eighty (180) days after such recommendation is forwarded to the governing bodies of all member agencies / jurisdictions, the General Membership Board shall approve, by a two-thirds majority vote of the then current members, the recommendation of dissolution. 2. The General Membership Board shall formulate a recommendation for dissolution and shall forward it to the governing bodies' of all member agencies / jurisdictions. No less than sixty (60) days and no more than one hundred and eighty (180) days after such recommendation is forwarded to the governing bodies of all member agencies / jurisdictions, the General Membership Board approves, by a two-thirds majority vote of the then current members, the recommendation of dissolution. B. Dissolution shall not take effect until the Executive Board has completed the wrap up of the Consortium's duties and obligations, set forth in a final report and submitted to the General Membership Board and to the governing bodies of all member agencies / jurisdictions. The wrap up shall include resolution of any outstanding liabilities, disposition of assets, final accounting and resolution of all legal, financial and regulatory requirements. C. Disposition of property and assets shall take place as follows: 1. Actual identifiable personal property contributed in total by one member for the benefit of the Consortium shall be returned to the member agency / jurisdiction that contributed it, if possible and fiscally reasonable to do so and if contributing member desires the items return. 2. New personal property / real property purchased in the name of YAKCORPS shall be partitioned on an equitable basis to the current members based upon a pro -rated share of contributions from the current members as determined in the current, or last utilized if no current calculation exists, annual cost allocation calculation. A then current member shall have the option of purchasing any real/personal property from YAKCORPS in the event of dissolution of the Consortium, by approval of the Executive Board, at its current fair market value. In the event that more than one member of the Consortium is interested in purchasing the property at fair market value, the Consortium shall sell the property at auction or by sealed bid to the highest bidder above the minimum price of fair market value. The Executive Board shall use their best judgment to determine the current fair market value of personal property. In the event that real property is not sold to a member -entity, the parties agree that the subject property(s) shall be sold for its current fair -market value; in either case, the Executive Board shall determine the fair -market value of real property from the Yakima County Assessor's Office, and/or an independent third party 27 Last printed 6/10/2010 4.17:00 PM appraisal from a licensed realtor or real estate appraiser, or if these sources are not cost effective, the Board shall, in good faith, use their best judgment to determine the fair market value of the asset. 3. Any remaining funds or assets after payment of all debts and liabilities shall be returned to each then current member based upon the members' proportionate share of the total members' current annual cost allocations, or the most recent allocation if a current allocation is not available. D. Resolution of any outstanding liabilities shall take place as follows: 1. All funds received by the Consortium from the sale of assets shall be utilized first to pay debts / liabilities of the Consortium; 2. All current members of the Consortium shall share resolution of any outstanding liabilities of the Consortium. 3. The Executive Board shall prepare a final accounting for any outstanding liabilities of the Consortium and provide a copy to the General Membership Board. 4. The Executive Board shall adopt the final accounting after considering any comments submitted by the General Membership Board. ARTICLE 23 — Indemnification Each member shall have responsibility for and assume the risk of. liability for its own wrongful and/or negligent acts or omissions, or those of its elected officials, officers, agents, employees or volunteers to the extent that liability exists, and agrees to defend, indemnify and hold harmless the other members from any such liability. ARTICLE 24 — Non -Discrimination The parties shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation and any other classification protected under federal, state or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff, or termination, rates of pay or other forms of compensation, selection for training and the provision of services under this Agreement. ARTICLE 25 — The Americans with Disabilities Act The parties shall comply with the Americans with Disabilities Act of 1990, 42 U.S C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti- discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications.- 28 Last printed 6/10/2010 4'17.00 PM ARTICLE 26 — No Conflict of Interest The members covenant that neither they nor their employees have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. The parties further covenant they will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. ARTICLE 27— Severabilitv If any part, paragraph, section or provision of this Agreement is adjudged to be invalid by any court of competent jurisdiction; such adjudication shall not affect the validity of any remaining section, part or provision of this Agreement. ARTICLE 28 — Execution This Agreement or Amendments hereto, shall be executed on behalf of each member pursuant to an appropriate Motion, Resolution or Ordinance of the governing body of each member. This Agreement or any Amendment thereto, shall be deemed adopted upon the date the governing body of the last member agency authorized the appropriate Motion, Resolution or Ordinance. This Agreement may be executed in two or more counterparts, and each such counterpart shall be deemed to be an original instrument. All such counterparts together will constitute one and the same Agreement. ARTICLE 29 — Hold Harmless The parties to the Agreement shall defend, indemnify and save one another harmless from any and all claims arising out of the performance of this Agreement, except to the extent that the harm complained of arises from the sole negligence of one of the participating members. Any loss or liability resulting from the negligent acts errors or omissions of the General Membership Board, the Executive Board, the Operations Board or the Operating Committees, while acting within the scope of their authority under this Agreement, shall be borne by YAKCORPS exclusively. ARTICLE 30 — Amendments This Agreement is subject to amendment, modification or replacement by the Governing Bodies of the then current members. Additionally, the Addendums to this Agreement are subject to amendment, modification or replacement by the Executive Board. A. Recommendations for amendments to this Agreement shall require a two-thirds (2/3) majority vote of the members present at any properly authorized and noticed regular or special meeting of the General Membership Board. A requested amendment, modification or replacement of this Agreement shall be forwarded to the General Membership Board and the Executive Board a minimum of ten (10) calendar days prior to a scheduled meeting at which a vote on such amendment, modification or replacement is to take place. 29 Last printed 6/10/2010 4 17:00 PM B. Within ten (10) business days of approval by the General Membership Board, the Chair of the Executive Board shall forward the recommended amendment, modification or replacement to this Agreement to the governing body of each member jurisdiction for review and approval. C. Each member jurisdiction shall bring all recommended amendments, modifications or a replacement to the Agreement before its' governing body within forty-five (45) days of receipt of such from the Executive Board. Approval by at least two-thirds of the legislative bodies of member jurisdictions is required to authorize any amendment, modification or replacement to this Agreement. D. Any member agency's governing body that did not approve the amendment within the required timeframe above, may withdraw from the Consortium by providing written notice to the Executive Board within ninety (90) days of receipt of the approved amendment, modification or replacement Agreement from the Executive Board. The member agency's withdrawal shall be effective immediately upon receipt by the Executive Board or simultaneously with the effective date of the approved amendment, modification or replacement Agreement, if later than the notice receipt date by the Executive Board. The provisions of Article 20.B and C shall apply to any such withdrawal by a member. Should a member agency's governing body not approve the amendment and not withdraw from the Consortium as provided herein, said member agency shall be deemed to have waived any objection to the amendment, modification or replacement Agreement and shall be subject to such amendment, modification or replacement Agreement. E. Addendums to this Agreement are subject to amendments, modifications or replacement by a two-thirds (2/3) majority vote of the members of the Executive Board present at a properly authorized and noticed meeting of that Board. ARTICLE 31 — Entire Agreement This document, including the Addendums attached hereto, encompasses the entire Agreement of the members. No understanding or amendment, addendum or addition to this agreement shall be effective unless made in writing and approved by a majority vote at a properly scheduled and noticed meeting of the Executive Board. ARTICLE 32 — Signatures Each party to this Agreement shall sign a signature page in a form required by law to constitute valid execution. Each signature page shall be titled "Yakima Consortium for Regional Public .Safety's InterLocal AGREEMENT SIGNATURE PAGE" FOR (NAME OF ENTITY)". ARTICLE 33 — Filing of Agreement Upon execution hereof, this Agreement shall be filed with the City Clerk of the respective participating members, the Yakima County Auditor, and such other governmental agencies as may be provided by law. 30 'Last printed 6/10/2010 4 17.00 PM Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF GRANDVIEW APPROVED this 13th day of July, 2010. Si. ature not Name: Norm Childress Title Mayor ATTEST: City Clerk: Anita Palacios Date. 7/13/2010 Approved as -to' -form. / ,� City Attorney Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR TOWN OF GRANGER APPROVED this /� day of /0--1-v1 F) VA. Signature it Print Name: et ). l (; l . �, t S carte` Title: t i (Ar ATTEST: City Clerk: Date: Approved as to form: , 2010. City Attorney • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR TOWN OF HARRAH APPROVED this ` day of 4u<�:/,c/- , 2010 111/Vt1 97-00111Q_A � Signature Print Name: e a y, b acf, a Ha r y-e r Title: a. y o Y` • ATTEST. City Clerk: ate,/ Date: =`A /4 Approved as to form: Sohn u//L/. // City Attorney • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF MABTON APPROVED this /3 day of ,t , 2010 Signat re Print Name kj2/ tic [2 O` Title f44,yo 6/ • ATTEST: City Cler Date 7-/$-/D Approved as to form: City Attorney • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF MOXEE APPROVED this 841 day of Ju Iy , 2010 c4' acLA_- v Signature Print Name 6-r c g L., "gr -e -e Title %cc V e) Y' ATTEST City Clerk 'c? _1'4. Date (2u1 8/?-0/0 Approved a ity Attorney • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR TOWN OF NACHES APPROVED this 1 (9--- day of V W 1 , 2010. ature `� Print Name: g�—t c-- ? , L 0 Title: Mittleg- ATTEST: ppro'ed as form: City Attorney Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF SELAH APPROVED this 27th day of July , 2010. Signature Print Name: Title: Robert Mayor ATTEST: Approved as to fo ttom Approved by RES 2010 - 3/ July 12, 2010 Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF SUNNYSIDE APPROVED this l2th day of July , 2010 ature tint Name: James L. Bridges Title: Interim City Manager ATTEST: City Clerk: Date. Approved as51orm: torney • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF TIETON APPROVED this IZ day of cJ (A-1, 2010. Signature Print Name S+c. v\\ 1 Title (Y\o-ti of • ATTEST City Clerk. Ova Date -7 - (3 -t v Approved as to form City Attorney • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF TOPPENISH APPROVED this l2th day of July , 2010 Signature Print Name: Title: • • fruide Af414( WILLIAM C. MURPHY City Manager ATTEST: City Cler Date: . , Civic; July 12, 2n10 Approved as to form: City Attorney Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF UNION GAP APPROVED this / 3 day of Print Name: Title: 4/Apie 4 e alit 6 N' ATTEST: ( y ,2010 City Clerk: \ Co^G Date: (7-13-\0 Approved as to Cit ttor e • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF WAPATO APPROVED this &fl& day of lJ��,t/ t,l,� , 2010. ature ature Print Name: J ��rr ,r-/,6 Title: iyl �. ®-v" ATTEST: City Clerk: _,(4/1)LtitA JI/U Date: S `2J 2e 1 D P. P-e our-i Cjer-k astku Med asAo form: City Attorney } Z17•-JL&C,,.;� tercl5 • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF YAKIMA APPROVED this ?iral day of 2010. Signature J Print Name: R. A. Zais, Jr. Title City Manager ATTEST City Clerk.! Date: CITY CONTRAC f NO: a;? -4o RESOLUTION NO: X�ad0J44 24/4/ 4/e�i.-:U Approved as to form d44/- City Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR CITY OF ZILLAH APPROVED this th day of U L 1 I l/ 2010 Signature Print Name: s'1 Gy V, Clarf� Title. YY) c V/ 0 r ATTEST City Clerk: Date: �TI,tL Laaolc Approved asM form: ttomey Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR YAKIMA COUNTY APPROVED this day of Michael D. Leita, G ssieneer— frtar-&&) Kevin J. Bouchey, Commissioner Constituting the Board of County Commissioners for Yakima County, Washington ATTEST: Christina S. Steiner, Clerk to the Board Date. le/Z9/I0 bflcc 4o( -aO +O Approved form. At • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 1, COWICHE / TIETON APPROVED this <cil& day of � T , 2010 , /ei , 4/2a 4,,,„„ Print Name Chairman Tdh,,-, C Uri (/ /1-r r Print Name • J&Iiyn 4 iL; Print Name ATTEST. 19\o � \\ < Print Name. Signature Title: L re. 44 Date: Jol J �-O I ' 1 • • • APPROVED this ERA-0 PrintName Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 2, SELAH 13 day of July , 2010 Ke 1)e-tAcUe...tofrN Print Name Lang -Eoasen Print Nie ATTEST: Title. d.c.c4 Chairman Commissioner Date. 7 • • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 3, NACHES APPROVED this IG e21 day of S e? t-es-ob e, ; 2010 AJDZ&L,L) Print Name lk)\-5Y-6,-Ps -0 (Y-1J2_ Print Nkhe Print Name ATTEST: k'e / �, -14 t 5 c/e) Print Name: Commissioner Signature Title: Sec. y Date. of - i ‘ • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 4, EAST VALLEY �r nnth APPROVED this alb day of 0-.UA.)), 2010. C f @mdror\ Print Name Print Name Commissioner A)oin NA0-u\-\-t) j t4A • --- Print Name Commissioner M- ATTEST 'PO',}10)05tr Print Name: Title: • Sign re Date: a), 9101 Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 5, LOWER VALLEY APPROVED this - day of �cc /7 , 2010. ToDD.,- ;�q Print Name J E/i Per f 4". C f/4l/9j 7 Print Name /4/400 Print Name ATTEST: Jaor, / eARn/ tfaXI Print Name: Title: Chairma Commissioner ommissioner Date: 7/(//is • • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 7,GLADE APPROVED this �� e,f 4 s1 1 n-ra-71S day of Ei22010 Print Name Chairman Ge Print Name ` Commissio ; g.4--AV-A 7— Print Name / ATTEST: Commissioner Print Name: Signature Title: c-\_Sc G Date: / -3: -/ ° • • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 7,GLADE APPROVED this g day of 4aLy , 2010 Print Name Chairman Print Name Commissioner vim, /174;;uc„C.. Print Name Commissioner ATTEST: /i4L eey &(//1 .Ce-4- Print Name: Sig Title: Date: G/. • • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR APPROVED this FIRE DISTRICT No 9, NACHES HEIGHTS day of _ 14.4 , 2010 Print Name Chairman //2d Print Name Commissioner Print Name Comrm%si6ner ATTEST: EftcLe Kett- V Print Name: Title moot, ugzet, Signature Date: 1 I (0 /! b RECEIVED D JUL 2 8 2010 FINANCE DEPT. Yakima County Fire Protection District 10 Resolution 2010-08 BE IT REMEMBERED that at the regular monthly meeting of the Board of Fire Commissioners of Yakima County Fire Protection District No. 10, held at 5631 Cowiche Canyon Road, Yakima, WA, on Tuesday, October 20, 2010, the following resolution was proposed and unanimously adopted, to wit: WHEREAS, government jurisdictions responsible for public safety within Yakima County desire to establish and maintain a Consortium, to be known as the "Yakima Consortium for Regional Public Safety (YAKCORPS)," and WHEREAS, the "Inter -Local Cooperation Act" pursuant to RCW 39.34 et seq. authorizes the establishment of the Consortium and the provisions and terms of the Inter - Local Agreement; and WHEREAS, the establishment of the Consortium will provide the organizational structure necessary to purchase, implement, operate and maintain multi jurisdictional, multi -discipline integrated public safety computer systems in an efficient, effective and coordinated manner, and WHEREAS, the implementation of the integrated public safety system will greatly enhance the jurisdiction's capability to coordinate law enforcement and fire fighting efforts through instant communications between computer systems, the ability to share data via car -to -car "Voiceless CAD", and improved statistical analysis capabilities and an enhanced information database, and WHEREAS, the public safety agencies participating in the Consortium, and the citizens served by those agencies, would benefit from a Consortium through shared access to public safety information, improved efficiencies in obtaining and maintaining such information, compliance with State and Federal criminal justice information systems requirements, and shared costs of public safety systems, NOW THEREFORE BE IT RESOLVED, that the Board of Fire Commissioners of Yakima County Fire District No. 10, approve of and sign the Yakima Consortium for Regional Public Safety Inter -Local Agreement as revised or amended hereafter in consultation with the other participating jurisdictions. DATED this 20th day of October, 2010 Vacant Position Commissioner Pos. 1 Commj sk er Po 2 Carl Cyr Chairpt4son/Commissioner Pos. 3 Ryan Omlin A1' 1'BST: Secretary 3ary S. Peterson • • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR FIRE DISTRICT No 11, BROADWAY APPROVED this 140 day of AtA) , 2010 12 c k Li); 'i A--k Print Na C airm Print Name fl L.) n Print Name Commissioner ATTEST: Ed pc i I Print Name: Title: r7Seux22/-4-4-e— Signature Date: y/ee,—,0 • • • Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR APPROVED this FIRE DISTRICT No 12, WEST VALLEY `3 day of MCrh:k-A Pri ame EakK‘, f4- Print Name Print Name ATTEST. Print Name: Title: TD(te;a,e_Ale) Q\LAL, , 2010 airman Commissioner Commissioner Date: 1•I3.10 Yakima Consortium for Regional Public Safety (YAKCORPS) INTERLOCAL AGREEMENT SIGNATURE PAGE FOR APPROVED this FIRE DISTRICT No 14, NILE / CLIFFDELL 1St- day of A'e've-42-1-r- , 2010. eklArat f teRra( Print Name Print Name ATTEST: Print Na Title: n cL f cer- Commissioner Commissioner Date: %Udve n1.1ktr /r _a o O RECEIVED NOV 2 - 2010 FINANCE DEPT YAKCORPS InterLocal Agreement Addendum "A" Integrated Regional Public Safety Systems Estimated Purchase and Implementation Costs and Funding Sources Last printed 6/10/2010 4.17:00 PM ILA - Addendum "A" IPSS Project Funding and Cost Summary (as of 6-15-10) Public Safety Systems (Includes CAD, Mobile Data, Law Records, Jail & Prosecutor's Systems) Comments: A. Dedicated Funding: 1 2009 Federal Earmark $500,000 2 2010 Federal Earmark $500,000 3 City of Yakima - Dedicated Funding $160,000 Dedicated for Prosecutor's System (Gen.fund) 4 City of Yakima - Add'I Funding $200,000 Law -Justice Capital; Cable TV reserves; Grants 5 County IT Depreciation Fund $71,000 Purchase of 1st "Spillman" Server 6 Yakima Communications Ctr. $79,000 911 Funding Contribution Sub -Total: Dedicated Funding $1,510,000 B. Total Implementaion Costs $1,982,777 Estimate; See attached detail Difference: ($472,777) Amount Under Funded (1) C Outstanding Funding Requests: 1 DHS/State - Home Land Security Grant $127,000 Application Pending (2) 2 2011 Federal Earmark $700,000 Request in Queue (3) D Other Possible Funding Sources: 1 County Sheriff - Byrne Grant ?? Dedicated for radios, modems, etc. 2 Other Grants ?? 3 County Bonds ?? Legend: (1) The City of Yakima and Yakima County realize the value and importance of this system and are committed to seeing it come together; to the point of committing to funding any capital cost shortfall needed to see the project to fruition; (ongoing maintenance of the system will be borne by all users). (2) Grant Application has been submitted for 100% of the 2010 State Homeland Security grant to be dedicated to this project. Jim Hall, Emergency Management, is Grant Coordinator. (3) Grant Award very uncertain; Advised Republicans taking stand against all Earmarks ILA - Addendum "A" pg. 1 of 2 ILA Addendum "A" IPSS PROJECT * IMPLEMENTATION COSTS (as of 6-15-10) Implemetation Costs: Prosecutor System (JustWare Est.) Public Safety (Spillman) Total Project Comments: 1 External Costs: Vendor Software 141,391 459,000 V Vendor Prof Svc. & Training 90,593 460,350 Sub -Total 231,984 919,350 1,151,334 Tritech Interface T 40,000 Costs p/Spillman (5-20-10) Paging (Zetron) Interface 0 Interface Costs Included XML Interface 0 Interface Costs Included P Project Manager (12 - 18 mo) I 90,000 90,000 Estimated Sub -Total External Costs 231,984 11,049,350 1,281,334 2 Internal Costs: a Workstation / Mobile Upgrades: Most Fire Distr. & Police/Fire for City's Yakima, Selah, Union Gap: Hardware / Software 290,000 Inc.Hardware, Software, and N f Motion, if applicable A Annual Verizon Cost (1st yr.) 75,000 Incl. Only Upgraded Mobiles Sub -Total: 365,000 365,000 b Prosecutor's System. 0 0 W Workstations: 15,000 COY Hardware & Software Servers 2,000 Assumes County to Host & use Sub -Total Prosecutor's 17,000 ; n/a 17,000 c Upgrade: V.6 Zetron Paging 40,000 40,000 Hardware Upgrade - Firestations d Vendor Travel Exp. 10,000 0 10,000 Based on est.# trips provided by vendor f Spillman Server 71,000 71,000 County to purch. Using Uepr. Funds already "banked" g Data Conversion / Migration 2,000 5,000 7,000 Hire Temps to enter critical data h Misc. Expenditures 5,000 10,000 15,000 Sub -total Internal Costs 34,000 ' 491,000 525,000 Total Internal and External: 265,984 1,540,350 1,806,334 Contingency 18,619 157,825 176,443 (7% -10 % Std.) Total Implementaion costs 284,603 1,698,175 1,982,777 (estimate) * IPSS Project includes. CAD; Mobile Data, Law Records, Jail/DOC and Prosecutor's Modules/Systems (Costs estimated based on vendor negotiations; however, RFP not yet awarded to specific vendors) ILA - Addendum "A" pg. 2 of 2 YAKCORPS InterLocal Agreement Addendum "B" Integrated Regional Public Safety Systems Allocation Methodology For Consortium's On -going Support Costs (and sample allocation calculation - based on estimated costs and current "unit numbers") Last printed 6/10/2010 4 17'00 PM Attachment "B" Annual Assessments: a. Expenditure Types: For purposes of determining the total annual assessment to be allocated among the members and participants, the following types of expenditures may be included. (1) annual vendor maintenance and support costs, (2) annual system operating and maintenance costs, (3) hardware replacement funding, (4) a contingency for unexpected or emergency expenditures during the year, and (5) other reasonable and customary costs as maybe authorized by the Executive Board from time to time. b. Authorization: The system vendor(s) and Service Provider(s) shall submit their annual support/maintenance charges for the following year to the Operations Board. The Operations Board, with input from the various operating committees and the technical committee, submit a recommendation to the Executive Board. The Executive Board shall, by a majority vote, approve the total amount(s) of the annual assessment for inclusion in the Consortium's annual budget. II. Allocation of Annual Assessment to Participants: The calculation of the authorized annual assessment to be allocated to each Participant, shall be as follows (includes Participating Member and Participating Agency as defined is Section 2, above): A. The vendor(s) shall provide the cost of their annual maintenance and support, by module, to the Consortium's Operations Board; B. The Service Provider shall provide the cost of their annual systems operations and maintenance support to the Consortium's Operations Board; C. The Service Provider, if a member of the Consortium otherwise the Operations Board, shall calculate, by module, the percentage of the total costs that each Participant shall be assessed. The basis for the allocation of costs of each Module among the Participants shall be as defined in "G" below; D. The percentage of total costs, by module, each Participant shall pay (as calculated in "C", above) will be multiplied by the total vendor support and maintenance costs, as determined in "A" above, for same Module. The result of this calculation will represent the amount each Participant will be assessed for vendor support and maintenance costs, by Module, for the coming year. E. The percentage of each Participant's vendor costs, by module, is to the total vendor costs for that Module, (as determined in "D", above) will be multiplied by the total Service Provider's system operation and maintenance support costs, as determined in "B" above. The result of this calculation will represent the amount Last printed 6/10/2010 4 17.00 PM each Participant will be assessed for the Service Provider's system operation and maintenance support, by Module, for the coming year. F. The amount each Participant is assessed, by module, for annual vendor support and maintenance, as calculated in "D" above will be added to the amount each Participant is assessed, by module, for annual system operation and maintenance support, as calculated in "E" above. The result of this calculation will be the total annual Participant assessment, by Module, for the coming year. G. Basis for allocating annual vendor and system operation, maintenance and support costs among participants for each Module shall be as follows: 1. Mobile Data Support: cost allocation shall be based on the total number of Mobile Data Licenses of each participant compared to the sum of the total number of Licenses for all participants; 2. CAD / Dispatch Support: cost allocation shall be based on (a) a fixed amount allocated to the Yakima Communication's Center, as defined below, and (b) the total number of CAD / Dispatch Log -in ID's of each participant, except the Yakima Communications Center, compared to the sum of the total number of Log -in ID's for all participants (refer to definition below for Log -in IDs); a. Fixed costs allocated to Yakima Communication's Center shall be based on the vendor's annual support / maintenance costs for the 911 related functions of the systems, or as may be modified from time to time by the Operations Board and approved by the Executive Board to maintain compliance with all federal and state regulations. 3. Law Enforcement Support: cost allocation shall be based on the total number of Law Enforcement Records Log -in ID's of each participant compared to the sum of the total number of Log -in ID's for all participants (refer to definition below for Log -in IDs); 4. Jail / DOC Support: cost allocation shall be based on the total number of Jail/DOC Log -in ID's of each participant compared to the sum of the total number of Log -in ID's for all participants (refer to definition below for Log- in IDs); Last printed 6/10/2010 4:17:00 PM H. User Log -ins shall be Counted as follows: 1. By entity, by module; based on the User's primary job function. For purposes of determining the number of User Log -in ID's applicable to each participant, each participant will count one Log -in ID for each user's primary job function, only. a. A User may have more than one primary job function; in this case, the User's Log -ion ID is counted in all applicable Modules; b. If a User does not have a primary job function within the Modules identified in the Cost Allocation Calculation, then the closest or Module of greatest use shall be deemed to be their primary job function for purposes of calculating their entity's cost allocation; c. Most entity's will have just one primary job function for each User (employee) Log -in ID; 2. The total number of user logins will be determined by Module. Each participant shall provide to the Operations Board the breakdown of the total number of user logins by module. III. Other Assessments, Fees and Charges: The consortium may enter into written agreements with individual Consortium members and participants for additional public safety system support and/or services from time to time. In these cases, a separate assessment, fee and/or charge may be assessed on said agency / jurisdiction / entity. Such additional assessments, fees and/or charges shall be included in an agreement between the Consortium and the applicable agency, jurisdiction or entity, and shall not be included in the calculation of the annual assessment to all members/participants. Note: The following worksheet is only an example of the calculation, or methodology, to be utilized when determining annual assessments to members and participating agencies in the future. The actual annual calculations will be based upon (1) the actual annual costs for vendor support and the service providers' operating and maintenance costs, and (2) the actual number of User ID's / licenses, as appropriate maintained by each individual agency / jurisdiction. Last printed 6/10/2010 4 17.00 PM SAMPLE DRAFT - FOR DISCUSSION PURPOSES ONLY (May 21, 2010) • YAKCORPS Allocation of Estimated Annual Support Costs - Spillman Agency CAD/Dispatch Mobile Data Law Enforcement Jail/DOC Allocation of Annual Support Costs Login Software Support Login Software Support Login Software Support Login Software Support Oprr. iiiMaint. Support Total Support Cost 911 Call Ctr. / Dispatch: 1 Yakima Comm Center County: 2 Yakima County: County Family Court District Court Probation Superior Court DOC Prosecutor Sheriff Office Sub -Total Cities: 3 Grandview - Fire Dept - Police Dept Sub -Total 4 Granger - Fire Dept - Police Dept Sub -Total 5 Harrah Police Dept (Contract) 6 Hignland Fire Dept 7 Mabton - Fire Dept - Police Dept Sub -Total 8 Moxee Police Dept 9 Naches Police Dept (Contract) 10 Selah - Fire (Dist. 42) Selah - Police Dept Sub -Total 11 Sunnvside - Fire Dept - Police Dept Sub -Total 12 Tieton Police Dept 13 Toppenish - Fire Dept - Police Dept Sub -Total 14 Union Gap - Fire Dept - Police Dept Sub -Total 15 Wapato - Fire Dept - Police Dept Sub -Total 16 Yakima - Fire Dept - Police Dept - City Prosecutors Sub -Total 17 Zillah - Fire Dept - Police Dept Sub -Total Fire Districts: 18 Broadway Fire Dist 411 19 Cowiche Fire Dist 41 20 East Valley Fire Dist #4 21 Fruitvale Fire Dist 410 22 Glade Fire Dist 47 23 Gleed Fire Dist #6 24 Naches Fire Dist #3 25 Naches Heights Fire Dist #9 26 Nile Fire Dist 414 27 West Valley Fire Dist 412 28 Yakima Fire Dist 45 Sub -Total Other Agencies: 29 ATF 30 Prosser-Hospital/Amb 31 US Probation 32 WA State DOC Sub -Total Grand Total Yearly O&M Yearly Spillman Support by Module 0 0 0 0 0 18 0 7 0 0 0 0 0 0 0 0 0 2 0 12 0 0 12 0 0 0 0 0 25 0 $109,142 CAD Support Mobile Support Records Management System Jail/DOC Spillman Total Includes taxes $43.550 S49,928 $59,608 $43,560 S196,646 $21.5551 0 S0 SO SO S0 S0 S4,399 S0 S0 $0 S489 $2 933 S0 S0 $2,933 S0 $6,110 SO S0 S0 SO SO SO SO SO SO SO SO S2 933 So S0 S10,657 S0 51,579 S0 5789 SO 5592 5592 $3,158 SO S2,763 S592 5592 S2,565 $3,552 S0 S 1973 S2,763 S10,657 S0 SO $1,381 01 So S162 S487 S730 Su S3,244 S9.732 So $1,703 SO $1,622 So So So $811 SO $5,677 S568 S0 $1,622 S0 S2,027 $0 S23,600 S649 SO $1,379 0 S0 0 SO 0 S0 0 SO ; 0 $1,381 0 SO 1' 0 SO 0 SO 0 SO 0 SO , 0 $197 0 SO ,- 0 S0 0 S0 0 SO 0 SO 0 SO 0 SO 0 $1,579 0 S0 0 $987 0 SO 0 St3a530 P53 549,92E 738 SS9,a*' Spillman $196,848 Personnel and Support Costs SO 521,5551 511,963 S33.518 11.0% (Sheet is protected to prevent accidental overwrites. Password = password. $90 $270 5406 820,087 $1,800 113,757 $36,410 5252 $757 $1,135 $56,280 $5,044 SO "' S0 52,843 ... 57.964 17,964 $0 5110 $0 5779 4888 $0 $7.029 97,029 $644 $329 _ $4.813 $5.141 5329 13,142 53,470 $0 $2,508 $2,508 $1,533 $23265 $360 $0 $3,750 $3,750 S0 $307 S0 182 $2,489 $2.489 $0 $92 $8,57 $9.49 $1,803 8921 13,484 $14,405 • $4296 S65,182 $1,009 S0 $5,052 $5.052 50 50 SG S0 S767 $2,148 SO 50 $0 $0 $110 $307 SO $0 $0 30 90 SO 5876 $2,488 $2,175 $6,099 $3,928 S11,OO9 Total System Support 0.1% 0.2% 0.4% 18.4% 1.6% 12.6% 33.4% 0.0% 2.6% 2.6% 1.2% 1.2% 0.0% 0.1% 0.0% 0.7% 0.8% 0.8% 0.0% 0.3% 2.8% 3.9% 0.0% 6.4% 6.4% 0.6% 0.3% 4.4% 5.3% 0.3% 2.9% 3.2% 0.0% 2.3% 2.3% 1.4% 21.3% 0.3% 23.1% 0.0% 1.7% 1.7% 0.0% 0.0% 0.7% 0.0% 0.0% 0.1% 0.0% 0.0% 0.0% 0.8% 2.0% 3.6% 0.2% 0.0% 0.2% 1.2% 1.6% 100.0% ra 5-11-10 0005T nA-AttN.a-Sample CalcAls 5-21.r0 YAKCORPS InterLocal Agreement Addendum "C" r Contingent Purchase Agreement with Spillman Technologies Inc. This Contingent Purchase Agreement includes: Attachment A: Interfaces B: Hardware Requirements C. Software License Agreement D. Support and Maintenance Agreement E. IPSS Project Outline and Work Flow F. Fee Schedule — Additional Support Last printed 6/15/2010 3:56:00 PM ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of July 6, 2010 A Resolution authorizing the execution of an Interlocal Agreement for the establishment of a county wide Consortium to be known as the Yakima Consortium for Regional Public Safety (YAKCORPS), which includes authorization to purchase and implement the Spillman Technologies Inc public safety systems. SUBMITTED BY: Rita DeBord, Director of Finance and Technology CONTACT PERSON/TELEPHONE: Rita DeBord (576-6771) SUMMARY EXPLANATION: After a three-year effort, the Integrated Public Safety Systems (IPSS) project has reached a critical project milestone and is prepared to take the next major step - that of commencing the implementation of new, integrated public safety systems across the entire county. The systems to be included in the IPSS project are: Computer Aided Dispatch (CAD), Mobile Data in police and fire vehicles, Law Enforcement Records, Jail/DOC Records and a Prosecuting Attorney System. Background: The project team has been diligently working since early January of this year on: (1) development of an InterLocal Agreement (ILA) that would establish a Consortium of governmental agencies for the primary purpose of joining resources to purchase and jointly operate, maintain and utilize regional public safety systems throughout Yakima County, and (2) finalizing negotiations with Spillman Technologies for the purchase of various public safety systems. The project team has completed this work and is forwarding the proposed agreements to you, with a strong recommendation for adoption by all jurisdictions. Continued on next page ... Resolution X Ordinance Other (Specify) Contract X Mail to (name and address): Finance Dept. will process Phone: Funding Source APPROVED FOR SUBMITTA[T City Manager STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMISSION/COMMITTEE RECOMMENDATION: (1) Adoption Recommended by the county wide Integrated Public Safety Systems Project Team; (2) County Commissioners adopted Resolution in December 2009 authorizing a previous version of the Contingent Purchase Agreement with Spillman Technologies Inc; (3) Reviewed Interlocal Agreement in draft form with Council Public Safety Committee; COUNCIL ACTION: Current Status: Prior to moving forward, approval to purchase the county -wide, multi- discipline public safety systems must be obtained and the governance structure for operating and maintaining the systems must be established and agreed up by all participating jurisdictions. , An Interlocal Agreement (ILA) has been developed in a manner that it is the only document that needs to be approved in order to both establish the Consortium, which defines the governance structure, and to authorize the purchase of the Spillman public safety systems. The Interlocal Agreement has gone through several legal reviews, including that of the City of Yakima, Yakima County and the Yakima County Fire Districts. The Spillman purchase agreements have been reviewed by both the County's and the City of Yakima's legal departments._ The Interlocal Agreement (ILA) includes three Addendums (these are attached to the ILA, and are included therein by reference); as noted below: a. Addendum "A" - Project Funding and Cost Worksheet (for purchase and implementation of the Spillman and prosecutor's public safety systems); b. Addendum "B" - Methodology for the Allocation of On -Going System Support and Maintenance costs (a sample allocation, by Agency, is included — it is based on current assumptions regarding costs and membership in the consortium) c. Addendum "C" - Spillman Contingent Purchase Agreement, including: ➢ Vendor Licensing Agreement ➢ Vendor Support and Maintenance Agreement Note: While an agreement to purchase the prosecuting attorney software portion of these public safety systems is not yet finalized with the vendor, the estimated cost to purchase and implement this software is included in Addendum "A" of the ILA. It is intendedfor this software to be part of the IPSS project and to come under the governance of the ILA when a purchase agreement is executed. Enclosed Information: To assist Council in your review and consideration of the Interlocal Agreement, we've prepared, and enclosed, the following information: 1. IPSS Project (Software Purchase and Implementation) Information: a. Project Milestones b. Current Project Organization Chart (it's dynamic and changes over time) c. Project Scope Data Sheet d. Benefits of the New Integrated Systems 2. Interlocal Agreement Information: a. Governing Boards - Organizational Chart b. Highlights (key issues) 3. Interlocal Agreement - Final Document for action by Council (Note: the Interlocal Agreement establishes the Consortium (YAKCORPS), which defines the Consortium's purpose, governance structure, authority, member responsibilities, and the like, and authorizes the purchase and implementation of the Spillman public safety systems.) • • • • • Action Items: 1. Authorization, no later than July 15, 2010, of the enclosed Interlocal Agreement (ILA) by the governing body of those agencies / jurisdictions within Yakima County who wish to establish, and become a member of, the Yakima Consortium for Regional Public Safety (YAKCORPS); and 2. Immediately upon adoption, return the signature page for your agency/jurisdiction — fully executed — to the City of Yakima, Finance Department, and attention: Robin Dukart, 129 No. 2nd St., Yakima, Wa. 98901 —. (Note: a second fully executed signature page should be retained by each jurisdiction for your records.) Note: it is imperative that the ILA be adopted in the same format and verbiage by all jurisdictions; thus, changes at this point are strongly discouraged. If a jurisdiction requires a change — of any sort — it must be sent back to Rita DeBord or George Helton, so that the change can be reviewed and, if agreed upon, adopted by all jurisdictions approving the ILA. Anticipating adoption of the ILA in early July, Spillman Technologies has agreed to tentatively schedule to commence implementation work with the Consortium, and the IPSS project team, in late July / early August 2010. However, if we do no receive notification that the ILA has been adopted by the above date, we may be forced to postpone commencing implementation of the Spillman systems. Questions: Should you have any questions, please contact Rita DeBord at your earliest convenience. (Note: Rita DeBord (Finance / Technology Director, City of Yakima: #576- 6771) and George Helton (Technology Director, Yakima County: #574-2005) are working together to steward this project through its necessary steps and to coordinate the efforts to execute the ILA.) FYI: A packet of Information very similar to this Agenda Statement.packet has been distributed to the County and all Cities and Fire Districts within Yakima County in the following two formats: 1. Email: to facilitate the quick distribution of information, these materials were emailed to the County Commissioners, Commissioners and/or Chiefs of all Fire Districts and Mayors of all Cities (note: the email was sent to Fire Chiefs if we do not have updated email addresses for the respective Fire Commissioners); 2. U.S. Mail: to facilitate the reproduction and distribution internally within each agency/jurisdiction, 2 paper copies of the above information was mailed to each jurisdiction. • • YAKCORPS (Yakima Consortium of Regional Public Safety) May 14, 2007 December 2007 March 19, 2008 April 11, 2008 April 28, 2008 July 14, 2008 July 28, 2008 September 8, 2008 September 15, 2008 Sept - Nov 2008 December 2008 January 26, 2009 February 2009 April 2009 May 2009 Rd YAKCORPS-Milestones.doc (5/21/10) Project Milestones "Public Safety Data Access Taskforce" formed Yakima City Council and Yakima County Commissioners each authorized $10,000 for project expenses in 2008. RFP Released Vendor Pre -Bid Meeting Vendor Intent to Bid Deadline RFP Response Deadline (7 Vendors Responded) Executive Committee reviewed Project status and formally authorized Project Team to proceed - high priority RFP Evaluation Committees Orientation Meeting RFP Evaluation Committees commenced review Evaluation Committees completed their initial review of Vendor RFP responses Yakima City Council and Yakima County Commissioners each authorized $10,000 for project expenses in 2009. Task Force Executive Committee accepted scoring results of RFP review committees and authorized vendor demos. Selection of Vendors for Prosecutor's Demonstrations Public Safety Systems Vendor Demonstrations Prosecutor's System Vendor. Demonstrations Page 1 of 2 YAKCORPS (Yakima Consortium of Regional Public Safety) June 2009 August 2009 December 2009 December 2009 Proj ect Milestones Committees approve Vendor Demonstration Scoring results Executive Committee accepted Sub Committee's Recommendations and authorized contract negotiations with the 2 Preferred Providers (Spillman & Justware) Received notification of $500K Federal Appropriation Contingent Purchase Agreement with Spillman for Public Safety Software approved by the County Board of Commissioners December 2009 Yakima City Council and Yakima County Commissioners each authorized. $10,000 for project expenses in 2010. January 2010 Received notification of $500K Federal Appropriation Jan - May 2010 Project team worked to draft Interlocal Agreement to establish Public Safety Consortium Next Major Milestones: I/P Interlocal Agreement I/P Public Safety'Software Contract I/P Prosecutor's System Software Contract I/P Hire Project Manager Page 2 of 2 • Rd YAKCORPS-Milestones.doc (5/21/10) Public Safety Data Access Task Force (YAKCORP) RFP Administrator • Sue Ownby Executive Committee • Rand Elliott, Chair • Ken Irwin • James Hagarty • Ed Campbell • George Helton • Brian Vogel • James Restucci • Bill Lover • Rick Ensey • Dick Zais • Sam Granato • Wayne Wantland • Rita DeBord Project Co -Chairs • George Helton • Rita DeBord Admin. Assistant • Robin Dukart RFP Evaluation Sub Committees 1. CAD/911 Call Center Wayne Wantland, Chair (1 vote per entity w/ dispatch center as noted below) • CountySheriff: Maria Davilla, Diane Caldwell • County 911: Bill Blomberg • Grandview PD: Kathy Huth • FD #5: Ken Shipman • Sunnyside: Andrew Gutierrez • Toppenish: Sheryl Newman • Yakima: Katy Ybarra, Francie Moritz, Corinne - Choy, Brenda Cantu Subject Matter -Experts 2. RMS/Records Dave Thompson, Co -Chair A A A A A A (I vote per agency as noted below) • County: Debbie Martin, Carriann Ross • Grandview PD: Kathy Huth • Granger: Becky Pina • Moxee: Casey Schileroot • Selah: Brett Reaves, Jack O'Dell • Sunnyside:•Phil Schenck, Melissa Day, Jeff Cunningham • Toppenish: Sheryl Newman • Union Gap: Monte McNeitny • Wapato: Neccie Logan, Angela Stiner • Yakima: Cesar Abrea, Chris O'Neal Subject Matter Experts 3. Mobile Data Corinne Choy, Co -Chair Phil Schenck, Co -Chair AAAA AA (1 vote per agency as noted below) • Sunnyside: Jeff Cunningham • County Sheriff: Dave Thompson • Lower Valley FD #5: Keit Shipman • West Valley FD # 12: Darin Deccio • Grandview PD: Kathy Huth • Granger: Rebecca Pena • Moxee PD: Casey Schilperoort • Selah: Jason Horton, •Tracy Rosenow • Tieton: Juan Ceja • Toppenish: Damon Dunsmore • Union Gap:.Justin Heilman, Monty McNeamy • Wapato: Mike Deccio • Yakima: David Willson, Tim Bardwell • • East Valley FD #4: Mike Riel Subject Matter Experts 4. Jail / DOC Kelly Rosenow, Co -Chair .Ed Campbell, Co -Chair AAAAAA (1 vote per agency with jail as noted below) • County: Kevin Charlton • Grandview: Kathy Huth • Sunnyside: Phil Schenck Andrew Gutierrez • Wapato: Jose Valencia, Bruce Benscoter • Yakima: Maritza Martinez Fran Nettleton Subject Matter Experts 5. Prosecutor Susan Arb, Co -Chair Cynthia Martinez, Co -Chair AAAAA A (1 vote per agency w/ court as noted below) • County : Susan Arb • Yakima: Cynthia Martinez • Sunnyside: Deferred to Co - Chairs, (Mark Kunkler) Subject Matter Experts 6. Technology . George I-lelton, Co -Chair • Corinne Choy, Co -Chair .AAAAAA (I vote per entity w/ Tech. Dept. as noted below) • County: Mike Martian, Michael McKinzie, Mike Tibbetts, Richard Springsteen • Sunnyside: Phil Schenck, .Troy Huff • Yakima: Tom Sellsted; Ray Yocom Subject Matter Experts (Update 5/01/10) Integrated Public Safety Systems (IPSS) Project IPSS Project Scope — Overview (May 21, 2010) A. IPSS Project Costs: 1) Includes cost to purchase and implement the following Modules/Systems: 1. CAD (computer aided dispatch) 2. Mobile Data (Law and Fire) 3. Law Records 4. DOC / Jail 5. Prosecutor's System 2) Philosophy: hardware upgrades or other costs are included in the project costs only if existing hardware is not compatible (i.e.: will cease to function) with new systems. (Costs to replace old, slow or less desirable hardware is not included in project costs.) B. Types of Services and related costs Not included in Project Scope of Costs: a. Maintenance and Support of Mobile Data Equipment b. Maintenance and Support of Desk -top Computers, printers and related equipment; c. Special Public Safety Software and Equipment (ex: license plate readers, crime analysis software) or the interfaces to these systems from the Spillman systems d: Network bandwidth (communications) e. Technology Engineering services f. Email g. Spam filtering for email h. Firewall Services i. Network switches j.. Network routers k. Virus protection 1. CJIS compliant connection software (VPN) m. Response to public disclosure requests / investigations Note: the costs to purchase, operate and maintain the items listed in Section "B above, are today and will continue to be the responsibility of the individual public safety agencies /jurisdiction; who can choose to provide these services in-house or contract out for needed services at their sole discretion. • F:\05-24-I0 IPSS Mtg\Project Scope - Overview.doc Last printed 5/21/2010 3:04:00 PM Integrated Public Safety System Project (IPSS) Benefits of New Integrated Systems: 1. Fully integrated data for all agencies. a. Data secured as appropriate 0 b. One list of bad guys that everyone uses and updates c. Wants and warrants visible for all agencies d. Historic data from agencies archived and available for research by everyone e. Data entry reduced as "frequent flyers" will already be in the system f Work flow engine and document imaging will streamline work, file documents and images and make searching faster and easier g. Mug shots will be available across the system for identification h. Response plans stored and retrievable by everyone as appropriate i. Ties to "Insight" for automatic search of 40 other systems across Washington as desired j. With "Insight" an official can subscribe a name and if anyone on any system looks up that name they will be instantly notified 2. Criminal Justice Information System (CJIS) compliance a. Selected vendor is CJIS compliant b. County systems are compliant c. County networks are compliant d.. As long as end agencies maintain compliance we will meet federal regulations 3. Lower cost for the county as a whole a. Costs will be shared equitably using an agreed too formula by the consortium b. System will run on one central server instead of several individual agency units c. Hardware costs are less since there is only one server and other hardware d. One system administrator will support all users e. Backup and, recovery will be centralized f. Support from vendor is less because of the shared system g. Updates and patches only have to be applied to one system h. Significant fte cost savings for agencies that currently have databases that will be replaced. 4. Interagency coordination a. Information fed into the system would be invaluable for violent crime, gang and for drug task force units operating in Yakima County b Image storage capabilities will enable graffiti images to be shared among agencies to identify individuals c. Ability to create "on the fly" instant message groups for large, multi -agency incidences for local coordination in real time. d. Improved ability to coordinate large scale events . 1/2 Rd 5-24-10 Benefits of IPSS.doc e. Improved interdisciplinary coordination improving coordination between police, fire, and ambulances. 5 Integrated 911/Dispatch from multiple locations a. Quickest route function for best response to emergencies by agencies b. Ability to take and transfer incoming call from one dispatch center to the next c. Ability to conduct virtual dispatching from any facility including mobile command units 6 . Integration with other systems a. Fire Emergency Reporting System b. TriTech Ambulance Interface c. Zetron Fire Paging system d. Live, links to other Spillman systems (40) via "Insight e. State electronic ticketing and collision report system (SECTOR) f. Crime mapping which is available to our citizens via the web 7 Automatic Vehicle Location (AVL) with all agency vehicles displayed as needed a. Provides for efficient tactical planning by field units b. Allows for closest unit to be dispatched c. Provides for officer safety d. Historic mapping of vehicles allows for forensic analysis (reduces liability and risk) 8. Interagency email and texting a. Instant communications between all public safety entities b. Everything is logged c. Groups can be created quickly that enable command and control during an incident d. Saves time and effort as one agency can easily communicate with another via the system e Car to car "voiceless CAD" provides for safer planning and response when there is a known threat 9. . System warning flags on people and premises provide for personnel safety for all system members a. Premise flags can indicate previous criminal contacts and any hazmat that may be present b. Warning flags on people clearly indicate to the responder any safety issues that may be present. c. Flags are customizable by type and severity of issue. • d. Amber alert, BOLO (be on the lookout) and ATL (attempt to locate) would be visible system wide. They can be sent out as a scrolling message to all users. 10. Significantly improved statistical analysis capabilities with the crimestat dashboard 11. Hiplinksoftware will allow triggers to be set causing automated notifications to numerous types of devices. 2/2 • Rd 5-24-10 Benefits of IPSS.doc o One Vote per Member o 1 1 Members: • Sheriff— Yakima Co. • Police Chief— COY • Police Chief— Upper Valley • Police Chief— Lower Valley • Fire Chief— COY • Fire Representative — Fire Dist. 5 • Fire Representative - Upper Valley • Fire Representative — Lower Valley • Director —Yakima County DOC • Rep. Prosecutors Office — COY or Co. • 911 Director YAK PS Consortium Structure (June 2010 Final ILA) General' Membership Board Executive Board Operations Board One Vote.per;Agency • Includes;all member jurisdictions Highest- Elected°Official io One Vote per Member o 7 Members: • Commissioner — Yakima County • Mayor — City of Yakima • Mayor — from Upper Valley City • Mayor — Largest Lower Valley City • Mayor — from Lower Valley City • Commissioner — Upper Valley Fire District • Commissioner — Lower Valley Fire District rDispatch & Mobile Committee Fire Law Rd Structure 6-9-10 / Records Committee ( Fire C Law DOC / Jail Committee Prosecutors Committee (Public Safety Technology Committee 1 � 1 Are not voting members 1 Yakima Consortium for Regional Public Safety (YAKCORPS) InterLocal Agreement (ILA) (June 2010) Purpose: To establish the "Yakima Consortium for Regional Public Safety" (YAKCORPS) to provide public safety services for its' members, thereby benefiting them in terms of efficiency, economy and/or improved coordination of and/or access to data. Entities eligible to become members of the Consortium include governmental agencies within Yakima County with responsibility for public safety. The initial undertaking of • the Consortium shall be the purchase, operation, maintenance and utilization of integrated, county -wide public safety systems. . Authorizes: 1. The Formation of a Consortium - to be known as "Yakima Consortium for Regional Public Safety (YAKCORPS) 2. The Purchase and Implementation of Public Safety Systems for CAD, Mobile Data, Law Enforcement Records, Jail/DOC, and Prosecuting Attorneys. 411/ ILA Highlights: A. System Implementation Project (IPSS)• 1 Project Funding: Secured / Dedicated Funding: > $500,000 2009 Federal Earmark > $500,000 2010 Federal Earmark > $160,000 City of Yakima: Dedicated for Prosecuting Attorney Sys. > $200,000 City of Yakima: L & J Cap.; Cable TV reserves; Grants > $ 71,000 . County IT Deprec.Funds - Server Purchase > $ 79,000 911 Funding Contribution > $472,777 Balance - Outstanding * * The County and the City of Yakima realize the value and importance of this system and are committed to seeing it come together; to the point of committing to funding any capital cost shortfall needed to see the project to fruition, (on -going maintenance of the system will be borne by all users). 2 Project Costs: Estimated to be just under $2 million. > Refer to Addendum "A" of the ILA for more detailed system implementation cost information > Refer to Addendum ''B" of ILA for detailed On -Going System Operation and Maintenance cost information. 3 System Implementation: Will Commence upon execution of the ILA > Anticipate first systems could "Go -Live" as soon as 1st Qtr 2011. B Structure: 1 Gen. Membership Board: (Article 5) Comprised of All Members of Consortium > Governs the affairs of the Consortium > Each Member Agency / Jurisdiction has One vote > May override any decision of Executive Board 06-11-10 ILA - Purpose and Highlights.xls 6/21/2010 1/3 ILA Highlights, Cont.: 2 Executive Board: (Article 6) Comprised of 7 Members: 1 County Commissioner; 2 Mayors from Upper Valley Cities (incl.Yakima), 2 Mayors Lower Valley Cities; Fire Commissioner from an Upper and a Lower Valley Fire District. > Functions on behalf of General Membership Board > Has full authority and power of the General Membership Board > Adopts Administrative Policies > Authorizes budget, expenditures, contracts; Resolves disputes, etc. > May override any decision of Operations Board 3 Operations Board: (Article 8) Comprised of 11 Members: County Sheriff; 3 Police Chiefs (City of Yakima and 1 Upper, 1 Lower Valley City); 4 Fire. Chiefs / Commissioners (City of Yakima, Fire District #5, and 1 Upper and 1 Lower Valley Fire District/Dept.); Director - Yakima County DOC; Director 911; & 1 Prosecuting Attorney from Yakima County or City of Yakima. > Prepare annual.budgets, monitor expenditures; resolve disputes; > Develop operating practices, procedures, guidelines, codification standards and/or customization requirements and related priorities for the operation & maintenance of the public safety software systems; > Establish rules, policies, procedures, practices and/or guidelines for the operations of the Operating Committees; 4 Operating Committees: (Article 9) The Operations Board shall establish the following seven (7) Committees to conduct the day-to-day business of the Consortium: Dispatch/Mobile Data - Fire; Dispatch/Mobile Data - Law; Records - Fire; Records - Law; Jails/Corrections; Prosecutors; and Technology. C. Resources, Expenditures and Service Providers: (Articles 10, 11 &16) 1. Primary Funding Sources: Annual Assessments of members / participating agencies; Grants; Donations; Gifts; Debt Borrowings 2. Authorized Expenditures: Purchases of materials, supplies, software, hardware, licenses, equipment, administrative / professional services, repairs and the like. 3. Fiscal Agent: City of Yakima 4. Technology Services Provider: Yakima County's Technology Dept. D. Consortium's Authority: (Article 14) 1. May enter into contracts / agreements with governmental agencies, vendors, contractors, consultants or other third party entities and with member agencies as approved by the Executive Board 2. May acquire, own, operate, maintain, equip, reequip, and repair real and personal assets necessary to carry out business of Consortium; 3. May pursue legal avenues for payment of amounts owing to Consortium and to enforce terms/conditions of any/all Contracts and Agreements. • 06-11-10 ILA - Purpose and Highlights.xls 6/21/2010 2/3 • ILA Highlights, Cont.: E. Member Responsibilities: 1. Members agree to abide by all the terms and conditions of ILA; (Article 17) F. Agreement Duration: (Article 18) G. Member Termination: (Article 18) H. Withdrawal: (Article 20) I. Dispute Resolution: (Article 19) J. Default: (Article 21) K. Dissolution: (Article 22) 2. Members agree to utilize all systems operated or maintained by the Consortium only in the manner intended, including adhering to the coding standards established by the Operations Board and to maintain confidentiality of information contained within the system; 3. Members agree that a full year's assessment shall be owed and. payable by each agency for each full or partial year that the agency is a member of Consortium; 4. Members agree to accept terms / conditions of the Contingent Loan Agreement with Spillman Technologies, Inc., including the purchase and implementation costs of the public safety systems; 5. Member agencies / jurisdiction agree to abide by all terms / conditions of grants and other funding accepted by Consortium; - 6. Members agree to comply with Federal and State Public Safety Technology requirements and all other Federal and State regulations applicable to Consortium. 1. Initial term - 5 years 2. Thereafter, automatic extensions for 3 years; unless member requests change Membership in Consortium shall automatically be terminated for those members who do not adopt new/revised Agreements which have been adopted by majority vote of the General Membership Members may withdraw from Consortium by providing notice of intent to the Executive Board no later than Sept. 15th of any given year to be effective on Jan.1 st of the subsequent year. 1st: Initial review by Executive Board 2nd: Executive Board appoints a committee to facilitate resolution; 3rd.:General Membership Board Review / Resolve - Decision Final A Member may be deemed "in default" if member fails to uphold the terms and conditions of this Agreement. The Executive Board shall review circumstances of any default and determine appropriate actions to be taken, which could include restrictions on participation in the Consortium and/or expulsion from the Consortium. The Consortium may be dissolved by a 2/3 majority vote of the governing bodies of the member agencies / jurisdictions. > Dissolution shall not take effect until the Executive Board has addressed the Consortium's duties and obligations, as set forth in a final report submitted to the governing bodies of the member agencies/jurisdictions. 06-11-10 ILA - Purpose and Highlights.xls 6/21/2010 3/3 MULTI AGENCY COMMUNICATIONS CENTER 91 l Emergency Communications.. .Providing quality service to others MEMORANDUM OF UNDERSTANDING Interagency Spillman INSIGHT Information Sharing PURPOSE: This Memorandum of Understanding (MOU) will set forth the policy and procedures governing the ownership, access, exchange and preservation of shared confidential law enforcement information as provided through a Spillman Data Systems Insight Broker Server managed on behalf of law enforcement agencies within Yakima County (YAKCORPS) herein referred to as "Agency", by Multi -Agency Communications Center (MACC). AGENCIES : A. Multi Agency Communications Center (Grant County): 1. Grand Coulee Police Depailiuent 2. Coulee City Police Department 3. Ephrata Police Department 4. Grant County Sheriff's Office 5. Mattawa Police Depai lnient 6. Moses Lake Police Department 7. Quincy Police Depaitinent 8. Royal City Police Department 9. Soap Lake Police Department 10. Warden Police Department B. Chelan County: 1. RiverCom 911 2. Chelan County Sheriff's Office 3. Wenatchee Police Depaitinent 4. WA State Depaitinent of Corrections (assigned through WPD) C. Douglas County: 1. RiverCom 911 2. Douglas County Sheriff's Office 3. East Wenatchee Police Department D. Okanogan County: 1. Okanogan County Sheriff's Office 2. Brewster Police Department 3. Conconully Police Department Interagency Spillman INSIGHT MOU 1 MULTI AGENCY COMMUNICATIONS CENTER 911 Emergency Communications... .Providing quality service to others MEMORANDUM OF UNDERSTANDING Interagency Spillman INSIGHT Information Sharing 4. Omak Police Depaitnient 5. Pateros Police Department 6. Tonasket Police Depaitinent 7. Twisp Police Depaitinent 8. Winthrop Police Department 9. Colville Confederated Tribal Police 10. Coulee Dam Police Department 11. Department of Fish and Wildlife 12. Oroville Police Department 13. Elmer City Police Depaitinent 14 YAKCORPS; including Yakima Police Dept Yakima County Sheriff Depailnient Yakima County Prosecutors Office Toppenish Police Dept Sunnyside Police Dept Tieton Police Dept Selah Police Dept Moxee Police Dept Wapato Police Dept Zillah Police Dept Granger Police Dept Grandview Police Dept Mabton Police Dept Union Gap Police Dept SUNCOMM 911 Dispatch Center BACKGROUND: The Cities of Grand Coulee and Coulee Dam were award recipients of Federal Homeland Security Grant Funding for interoperability and communications enhancements within the Grand Coulee Dam Buffer Zone (BZPP). The Cities of Grand Coulee and Coulee Dam have agreed to relinquish ownership and any interest in the Spillman Insight Broker Server and Insight Module Licensing acquired through the grant to the Multi -Agency Communications Center (MACC). The State of Washington Department of Emergency Management issued a contract with MACC authorizing the purchase of hardware and software from Spillman Technologies Inc. Interagency Spillman INSIGHT MOU 2 MULTI AGENCY COMMUNICATIONS CENTER 911 Emergency Communications... .Providing quality service to others MEMORANDUM OF UNDERSTANDING Interagency Spillman INSIGHT Information Sharing MACC has agreed to house, maintain and provide secure access to the Spillman Insight Broker Server, for the purpose of sharing criminal justice information between the Agencies named in the aforementioned list. MAINTENANCE: Each Agency agrees to pay Spillman their portion of the annual Insight license maintenance fees. The Coulee Dam Police Department and the City of Grand Coulee Police Department shall be exempt from any costs related the Insight Server in appreciation of their award through the Federal Homeland Security Buffer Zone Grant. MACC shall assign a computer systems specialist to monitor, operate and maintain the INSIGHT server on a consistent basis. Repair, replacement costs, and routine maintenance will be shared equally by all Agencies as a condition of continued participation. MACC shall notify and receive acknowledgement from the participating Agency representative prior to making such repairs or replacements. MACC will notify and invoice each Agency for their equal share of any maintenance involved with the Insight Server. OWNERSHIP/USE: It is anticipated that the Agencies will share information from each Agency's Spillman Records Management System including, but not limited to, names tables, vehicles tables, property tables, property/individual booking photographs and law incident tables. Each Agency retains the right to partition or restrict access to such data as it deems appropriate (i.e. particularly sensitive cases, etc.). Unless otherwise required by law, no Agency shall disclose information contained in the Spillman Data System to any other person, without the consent of the Agency creating the information. It will be the Agency's responsibility to pay all costs associated with the connection to the Insight Server at MACC. MACC will not be responsible for an Agency connection costs to the Insight Server. MACC IT personnel may assist Agency connection at a reimbursable fee for time. Interagency Spillman INSIGHT MOU 3 MULTI AGENCY COMMUNICATIONS CENTER 91 1 Emergency Communications. .Providing quality service to others MEMORANDUM OF UNDERSTANDING Interagency Spillman INSIGHT Information Sharing LIABILITY : Any Agency disclosing information without the creating Agency's consent shall defend the other Agency from lawsuits for wrongful disclosure of information and hold other Agencies harmless for any damages resulting from the wrongful disclosure of information. All personnel assigned by an Agency to perform Insight related functions shall not be considered employees of any other Agency for any purpose. SECURITY: Each Agency shall ensure that firewalls (including protection via a Virtual Private Network (VPN),) remain in place to protect confidentiality of the shared information from any entity outside this agreement. Each Agency shall ensure that their Agency's computer network is current and compliant with the Criminal Justice Security Policy enforced by Washington State Patrol and NCIC Proof of security compliance may be requested by MACC. For purposes of this MOU, each Agency shall assign a contact person, preferably their Spillman System's Administrator, as an Insight representative. Agency Insight Representative: Multi Agency Communications Center Name: Mary Allen, MACC Spillman Administrator Phone Number: 509-793-1771 Email Address: marya2@nwi.net Agency Insight_ Representative: Name: Rsk, A, (k,v S?V oh , Spillman Administrator Phone Number: S 0 Gl — S7 -L 1q4 Email Address: v- ci e S7� �n Interagency Spillman INSIGHT MOU �J CO . ye`''v'ivi - C U S 4 MULTI AGENCY COMMUNICATIONS CENTER 911 Ernergency Communications... .Providing quality service to others MEMORANDUM OF UNDERSTANDING Interagency Spillman INSIGHT Information Sharing Each Agency shall ensure that their Spillman Users have been adequately trained in Spillman Data Entry. TERM: The term of this agreement shall begin tit!, (e. LI and shall automatically renew thereafter on a year to year basis as to each Agency unless such Agency notifies the other member agencies of its intent to not renew. Notice of non -renewal must be given in writing no later than thirty (30) days prior to the renewal date. Additionally, each Agency reserves the right to withdraw from this agreement at any time by giving thirty (30) days written notice to the other member Agencies. Withdrawal, termination or non -renewal within the term of this contract does not relieve an Agency of its obligation to pay its pro-rata share of any incurred charges, nor does it release an Agency from responsibility in regard to confidentiality or indemnification. No penalties shall apply providing an Agency withdraws from this MOU in accordance with the aforementioned provisions. GOVERNANCE: The Agencies agree that MACC may suspend, without notice, the privileges of any Agency to obtain information through INSIGHT if MACC has reasonable cause to believe that Agency has violated any provision of this understanding, including but not limited to; the confidentiality protections, security requirements, inappropriate data entry, and payments of fees. In such event, or in the event of an alleged breach of the terms of this understanding for which MACC has elected to not impose an emergency suspension, MACC will provide a written notice of the circumstances to all Agencies . A meeting will then be scheduled within a reasonable amount of time (and in no event, more than thirty days after the notice) to afford the accused Agency the opportunity to explain or rebut the allegations of breach. The decision on whether the accused Agency will be allowed to continue as a member or be terminated will be decided by majority vote of the Agencies represented at such meeting. Disagreements among the Agencies arising under or relating to this MOU shall be resolved only via consultation by and between the affected Agencies and will not be referred to any court, or to any other person or entity for settlement. MODIFICATIONS: Additional Agencies may be allowed to participate in this MOU by majority vote of existing Agencies and MACC consent. Any such Agency approved to join in this MOU must first Interagency Spillman INSIGHT MOU 5 . .1 MULTI AGENCY COMMUNICATIONS CENTER 911 Emergency Communications. .Providing quality service to others MEMORANDUM OF UNDERSTANDING Interagency Spillman INSIGHT Information Sharing negotiate on their own with Spillman to purchase INSIGHT and/or any other hardware/software or licenses needed for that Agency to participate, and agree in writing to all portions of this MOU. The same procedures apply to the readmission of any Agency that withdraws, fails to renew or is terminated. As a result of an addition, readmission, withdrawal or termination, all fees will be recalculated among the remaining Agencies . IN WITNESS WHEREOF; the Agencies have executed this MOU by the signatures of the duly authorized representative of each participating Agency: Multi -Agency Communications Center u Mary Allen, Vector YAK RPS eus N , Title r-7 c).-00 /Ii Date Date Interagency Spillman INSIGHT MOU 6 Yakima Consortium for Regional Public Safety (YAKCORPS) InterLocal Agreement (ILA) (June 2010) Purpose: To establish the "Yakima Consortium for Regional Public Safety" (YAKCORPS) to provide public safety services for its' members, thereby benefiting them in terms of efficiency, economy and/or improved coordination of and/or access to data. Entities eligible to become members of the Consortium include governmental agencies within Yakima County with responsibility for public safety. The initial undertaking of the Consortium shall be the purchase, operation, maintenance and utilization of integrated, county -wide public safety systems - Authorizes: 1. The Formation of a Consortium - to be known as "Yakima Consortium for Regional Public Safety (YAKCORPS) 2. The Purchase and Implementation of Public Safety Systems for CAD, Mobile Data, Law Enforcement Records, Jail/DOC, and Prosecuting Attorneys. ILA Highlights: A. System Implementation Project (IPSS): 1 Project Funding: Secured / Dedicated Funding: > $500,000 2009 Federal Earmark > $500,000 2010 Federal Earmark > $160,000 City of Yakima: Dedicated for Prosecuting Attorney Sys. > $200,000 City of Yakima: L & J Cap.; Cable TV reserves; Grants > $ 71,000 County IT Deprec.Funds - Server Purchase > $ 79,000 911 Funding Contribution > $472,777 Balance - Outstanding * * The County and the City of Yakima realize the value and importance of this system and are committed to seeing it come together; to the point of committing to funding any capital cost shortfall needed to see the project to fruition, (on -going maintenance of the system will be borne by all users) 2 Project Costs: Estimated to be just under $2 million. > Refer to Addendum "A" of the ILA for more detailed system implementation cost information > Refer to Addendum "B" of ILA for detailed On -Going System Operation and Maintenance cost information. 3 System Implementation: Will Commence upon execution of the ILA > Anticipate first systems could "Go -Live" as soon as 1st Qtr 2011. B Structure: 1 Gen. Membership Board: (Article 5) Comprised of All Members of Consortium > Governs the affairs of the Consortium > Each Member Agency / Jurisdiction has One vote > May override any decision of Executive Board 06-11-10 ILA - Purpose and Highlights.xls 6/21/2010 1 /3 2 Executive Board: (Article 6) ILA Highlights, Cont.: Comprised of 7 Members: 1 County Commissioner; 2 Mayors from Upper Valley Cities (incl.Yakima), 2 Mayors Lower Valley Cities; Fire Commissioner from an Upper and a Lower Valley Fire District. > Functions on behalf of General Membership Board > Has full authority and power of the General Membership Board > Adopts Administrative Policies > Authorizes budget, expenditures, contracts; Resolves disputes, etc. > May override any decision of Operations Board 3 Operations Board: (Article 8) Comprised of 11 Members: County Sheriff; 3 Police Chiefs (City of Yakima and 1 Upper, 1 Lower Valley City); 4 Fire Chiefs / Commissioners (City of Yakima, Fire District #5, and 1 Upper and 1 Lower Valley Fire District/Dept.); Director - Yakima County DOC; Director 911; & 1 Prosecuting Attorney from Yakima County or City of Yakima. > Prepare annual budgets, monitor expenditures; resolve disputes; > Develop operating practices, procedures, guidelines, codification standards and/or customization requirements and related priorities for the operation & maintenance of the public safety software systems; > Establish rules, policies, procedures, practices and/or guidelines for the operations of the Operating Committees; 4 Operating Committees: (Article 9) The Operations Board shall establish the following seven (7) Committees to conduct the day-to-day business of the Consortium: Dispatch/Mobile Data - Fire; Dispatch/Mobile Data - Law; Records - Fire; Records - Law; Jails/Corrections; Prosecutors; and Technology C. Resources, Expenditures and Service Providers: (Articles 10, 11 &16) 1 Primary Funding Sources: Annual Assessments of members / participating agencies; Grants; Donations; Gifts; Debt Borrowings 2. Authorized Expenditures: Purchases of materials, supplies, software, hardware, licenses, equipment, administrative / professional services, repairs and the like. 3. Fiscal Agent: City of Yakima 4. Technology Services Provider: Yakima County's Technology Dept. D. Consortium's Authority: (Article 14) 1. May enter into contracts / agreements with governmental agencies, vendors, contractors, consultants or other third party entities and with member agencies as approved by the Executive Board 2. May acquire, own, operate, maintain, equip, reequip, and repair real and personal assets necessary to carry out business of Consortium; 3. May pursue legal avenues for payment of amounts owing to Consortium and to enforce terms/conditions of any/all Contracts and Agreements. 06-11-10 ILA - Purpose and Highlights.xls 6/21/2010 2/3 ILA Highlights, Cont.: E. Member Responsibilities: 1. Members agree to abide by all the terms and conditions of ILA, (Article 17) F. Agreement Duration: (Article 18) G. Member Termination: (Article 18) H. Withdrawal: (Article 20) 1. Dispute Resolution: (Article 19) J. Default: (Article 21) K. Dissolution: (Article 22) 2. Members agree to utilize all systems operated or maintained by the Consortium only in the manner intended, including adhering to the coding standards established by the Operations Board and to maintain confidentiality of information contained within the system, 3 Members agree that a full year's assessment shall be owed and payable by each agency for each full or partial year that the agency is a member of Consortium; 4 Members agree to accept terms / conditions of the Contingent Loan Agreement with Spillman Technologies, Inc., including the purchase and implementation costs of the public safety systems; 5. Member agencies / jurisdiction agree to abide by all terms / conditions of grants and other funding accepted by Consortium; 6. Members agree to comply with Federal and State Public Safety Technology requirements and all other Federal and State regulations applicable to Consortium. 1. Initial term - 5 years 2. Thereafter, automatic extensions for 3 years; unless member requests change Membership in Consortium shall automatically be terminated for those members who do not adopt new/revised Agreements which have been adopted by majority vote of the General Membership Members may withdraw from Consortium by providing notice of intent to the Executive Board no later than Sept. 15th of any given year to be effective on Jan 1st of the subsequent year. 1st: Initial review by Executive Board 2nd. Executive Board appoints a committee to facilitate resolution, 3rd.:General Membership Board Review / Resolve - Decision Final A Member may be deemed "in default" if member fails to uphold the terms and conditions of this Agreement. The Executive Board shall review circumstances of any'default and determine appropriate actions to be taken, which could include restrictions on participation in the Consortium and/or expulsion from the"Consortium The Consortium may be dissolved by a 2/3 majority vote of the governing bodies of the member agencies / jurisdictions > Dissolution shall not take effect until the Executive Board has addressed the Consortium's duties and obligations, as set forth in a final report submitted to the governing bodies of the member agencies/jurisdictions 06-11-10 ILA - Purpose and Highlights.xls 6/21/2010 3/3 Si);(tyyNctsi ...P SS a 5*Dr+ wary Pgrohase, Contingent Software Purchase Agreement For Integrated Public Safety Systems In Response to Request for Proposal (RFP) #10809P Spillman Technologies, Inc. June 2010 Page 1 of 26 Contingent Software Purchase Agreement Table of Contents SECTIONS Introduction Section 1: Quote Summary Section 2: Software Section 3: Professional Services Section 4: 3' Party Products/Services Section 5: Support and Maintenance Section 6: Payment Terms Section 7: Hardware Requirements Section 8: GEOBASE Implementation Section 9: Agreement Terms Section 10: Data Confidentiality & Ownership Section 11: Software Ownership and Warranty Section 12: Dispute Resolution Section 13: Indemnification and Hold Harmless Section 14: Insurance Section 15: Force Majeure Section 16: Assignments Section 17: Waiver Section 18: Severability Section 19: Law, Jurisdiction and Venue Section 20: Entire Agreement ATTACHMENTS: Attachment A: Interfaces Attachment B: Hardware Requirements Attachment C: License Agreement Exhibit A: Shared Agency - License Agreement — Attachment D: Support and Maintenance Agreement Attachment E: IPSS Project Outline and Work Flow Attachment F: Fee Schedule — Additional Support Page 2 of 26 technologies, inc, SALES QUOTE & CONTINGENT Yakima Consortium for Regional Public Safety 217 North 1st St Yakuna, WA 98901 Contact: George Helton / Rita DeBord PURCHASE AGREEMENT Phone: Agreement Preparation Date: Expiration Date: Operating System Server: Quote Number: Salesman: 4625 West Lake Park Blvd. Salt Lake City, UT 84120 (801) 902-1200 fax (801) 902-1210 509-574-2005 12/14/09 08/31/2010 IBM/SUN Cory Taylor Introduction: This Sales Quote / Contingent Purchase Agreement ("Agreement") is made and entered into this 22nd day of December. 2009 by and between the Customer and Spillman Technologies, Inc. ("Spillman"), 4625 West Lake Park Blvd., Salt Lake City, UT 84120. Customer: It is understood by all parties to this Agreement that, for purposes of this Agreement, Customer shall be defined as Yakima County, 128 No. 2nd St., Yakima, Wa. 98901 until such time as the Yakima Consortium for Regional Public Safety Systems (to be known as YAKCORPS) executes an InterLocal Agreement (ILA), at which time the consortium, "YAKCORPS", shall become the Customer. Contingency This purchase Agreement is contingent upon the establishment of the Consortium for Yakima Regional Public Safety Systems (YAKCORPS) evidenced by a fully executed Interlocal Agreement (ILA) among the members. This Agreement is also contingent upon YAKCORPS' receipt of expected funding. If, for any reason, the terms of the ILA cannot be agreed upon or the funding is not secured, this contract may be voided by the Customer without any liability to the Customer for payment or fulfillment of any other terms or conditions contained herein. Section 1: Quote Summary Spillman Software (includes 1st year Maintenance) Spillman Professional Services Additional Training & Services Total Purchase Price (Phase I and II Costs) Years 2-6 Maintenance Costs Total Purchase Price with Six Year's Maintenance 459,000 261,600 198,750 $ 919,350 908,715 1;828,065 Approved and Accepted by: I have read this Agre herein. Signof Authorized Customer Representative ,,& t f (( ( Print N i of Authorized Representative A/ il/K- Title of Authorized Representative t in its entirety and hereby approve and accept the terms and conditions of this A e ent as contained illman Sign fur �uthorize p / Representative etIAcc C[k✓X Print Name of Authorized Repre ntative Title of Authonzed Represen tive Page 3 of 26 Date Section 2: Spillman Software and Licenses Date Description Price Qty Ext. Price A. Spillman Software : 459,000 1. Spillman Hub 2. Law Records 3. CAD 4 jail / DOC 5 Imaging 6. Premises & HazMat 7. Licenses & Permits 8. Traffic 9. Response Plans 10.State Link 11.Paging (Zetron 6000) 12.CAD Mapping 13.E-911 14.Mobile a. State Queries b.RMS Queries c. Voiceless CAD d. Spillman Law FoRMS (AFR) e. AVL & Mapping f. Drivers License Scanning 15.Alarm Tracking & Billing 16 Spillman COPMPSTAT Dashboard (AKA: Command Solutions) 17.Pin Mapping 18.Insight ** B. Interfaces — See Attachment "A" ** Insight: It is Customer's understanding, and confirmed by Spillman, that the Insight product will provide access to Customer's historical data currently maintained on Spillman systems, or currently interfaced to the Insight product based on the intended functionality of InSight as described in Spillman Documentation, and thereby eliminates the need for Customer to convert existing records while maintaining electronic access and retrieval of these records/documents. See Section 7: Notes Spillman Software & License Fee Total: $459,000 Page 4 of 26 Section 3: Spillman Professional Services Description Price Qty Ext. Price Spillman Implementation and Professional Services 261,600 Pre Implementation Meeting Included Go -Live Assistance: Phase I and II Included Protect Management Included - Install Services Included Training Classes Hours Included HUB 5 80 CAD 6 48 Evidence 1 6 Imaging 1 6 Law Records 11 27 License & Permits 1 2 PIN Mapping 1 2 Response Plans 2 6 Traffic 1 1 CAD Mapping 3 5 Mobile 7 16 State Link 1 2 Additional Training and Services: Sheriffs Office Refresher Training Hours 45,250 HUB 10 40 CAD 3 24 Law/Records 10 40 Civil 1 6 Response Plans Trained w/ CAD 0 CAD Mapping Trained w/ CAD 0 PIN Mapping 2 4 License & Permits 1 2 Imaging Trained w/ HUB 0 Insight Trained w/ HUB 0 Mobile 8 16 Alarm Tracking 1 1 System Admin 2 24 Geobase 2 24 Go -Live Assistance Sheriffs Office 8,000 2 Weeks 16,000 Jail Training (City & County) Classes Hours 149,500 Jail Training and Go Live to be performed after bond receipt. HUB for Jailers 20 160 Jail Admin & Admin Mode 20 160 Jail Overview 20 160 Medical Assessment 20 40 Image & File Attachments 10 20 Custom Reports 8 16 Accounting (Inmate Transactions) 20 40 Billing information 2 2 Go -Live Assistance County Jail 8,000 2 weeks 16,000 Go -Live Assistance City Jail 8,000 2 weeks 16,000 Go -Live Assistance CAD 8,000 2 Weeks 16,000 Training Credit offered by Spillman (60,000) See Section 7 Notes Spillman Services Total: $460,350 Page 5 of 26 Section 4: 3rd Party Products & Services Description Price Qty Ext. Price Data Conversion (White Box) 1BD IBD Interface with Prosecuting Attorney's Systems Vendor IBD 1'BD ERS Interface 74,000 Included Other Interfaces Included - See Attachment A See Attachment A See Section 7 Notes TOTAL PURCHASE PRICE: (summary of Sections 2, 3 and 4 above) See 3rd Party Products & Services Total: Attachment $919,350 Page 6 of 26 Section 5: Support and Maintenance Description * Price Years * Ext. Price Support and Maintenance 181,743 / yr 2-6 908,715 1 Spillman Hub 2. Law Records 3. CAD 4. Jail /DOC 5. Imaging 6. Premises & HazMat 7. Licenses & Permits 8. Traffic 9 Response Plans 10.State Link 11.Paging Interface (Zetron 6000) 12.CAD Mapping 13.E-911 14.Mobile a.State Queries b.RMS Queries c.Voiceless CAD d.Spillman Law FoRMS (AFR) e.Drivers License Scanning f.AVL & Mapping 15.Alarm Tracking & Billing 16.Pm Mapping 17.Insight 18.Spillman COPMPSTAT Dashboard ** 2nd year maintenance (term 01/01/12 —12/31/12) ** 3rd year maintenance (term 01/01/13 —12/31/13) ** 4th year maintenance (term 01/01/14 —12/31/14) ** 5th year maintenance (term 01/01/15 —12/31/15) ** 6th year maintenance (term 01/01/16 —12/31/16) 181,743 181,743 181,743 181,743 181,743 Years 2 through 6 Maintenance Total: $908,715 • * Prices do not include applicable sales tax. • ** This pricing is only valid if Customer prepays 5-years of maintenance. If Customer does not purchase maintenance in advance, maintenance fees will be subject to annual increases as stated in Section 9 of this Agreement. Page 7 of 26 Section 6: Payment Terms ISECTION DESCRIPTION Totals Payment Upon Customer's Commencement of Implementation Payment Upon Customer's Acceptance of Install Payment upon Training Completion Payment upon System Acceptance After "Go Live" 2 * Phase I Milestones 459,000 120,000 60,000 _ 109,000 170,000 3 * Phase II Milestones 460,350 169,000 41,000 250,350 Price Totals: $919,350 * Phase I: Customer agrees to proceed with Phase I implementation only if and when all Contingencies, as stated in the Introduction Section on page 1 of this Agreement, have been cleared. If the contingencies are cleared, Phase I will include all software modules and interfaces as included in this Agreement for the agencies dispatched by SunComm; including: the Cities of Selah, Union Gap and Yakima and the applicable Fire Districts. Spillman agrees to install the software and interfaces and ensure they are functioning properly in all material respects, to assist Customer in setting up and coding the system in an efficient and effective manner, and to perform/provide all professional services and training, as outlined in this Agreement. * Phase II: Customer agrees to proceed with Phase II only upon completion of Phase I. Phase II will include all software modules and interfaces included in this Agreement for the following agencies; Yakima County, and the cities of Grandview, Granger, Harrah, Mabton, Moxee, Naches, Sunnyside, Tieton, Toppenish, Wapato and Zillah and all remaining Fire Districts within Yakima County not included in Phase I. Spillman agrees to install the software and interfaces as applicable and ensure they are functioning properly in all material respects, to assist Customer in any additional setting up and coding the system not completed in Phase I, and to perform/provide all professional services and training, as outlined in this Agreement. Payments / Acceptance / Specifications: Customer agrees to make payments to Spillman upon Customer's Acceptance of milestones stated in the above chart. Acceptance means the earlier of: (a) notification by Customer that the Software is in compliance with the Specifications or (b) use of the Software by Customer for at least 30 days for any purpose other than testing, unless Customer has notified Spillman that Software does not meet Specifications. Specifications means the functional and operational characteristics of the Software'as set forth in the Integrated Public Safety System Request For Proposal (RFP) # 10809P, as responded to by Spillman Technologies and subject to the terms of such response, both of which are incorporated by reference herein, or as may be subsequently modified and agreed upon in writing by both parties. Section 7: Hardware Requirements A. SUMMIT IMAGING: The Summit Imaging module allows the agency to capture photos for names, employees, vehicles, prenuses, property, and evidence. The picture will be shown on all screens defined for that picture type. Images can be imported from any working twain device such as digital camera or scanner. Images can also be imported from a valid irnage file on the PC or file server. Page 8 of 26 General • The Spillman software must be loaded on a Spillman -approved hardware PLATFORM, as outlined in current Spillman Hardware requirements, see Attachment C. • Spillman technicians must have VPN access to the server where the Spillman software is loaded. • A working TCP/IP network to each PC and server that needs access to the images is required. • Pictures can be stored on the Spillman Applications Server or a NT 2000 server. Each storage solution will have specific needs and limitations that will have to be reviewed and a decision as to which you will use. Hardware • Digital input devices. Camera, scanner etc. Software • TCP/IP software on each PC and server. • Spillman Imaging software. • Twain device software loaded on all hardware that is required. • File sharing software. B. SUMMIT MOBILE: Quote valid for wireless connection with a true TCP/IP connection. Quote does not include hardware installation. Future installations may be performed by the Customer. Should the Customer require additional installations, the Customer will be billed at current Spillman installation pricing. An adjusted quote reflecting the additional installations may be requested. C. SUMMIT: Hardware required: A TCP/IP network with port 893 and 4080 open to all Summit users; also ftp and rexec available to the VPN. Server requirements: A Spillman Applications Server that is running the SUMMIT server software. Because of the resources needed to run additional processes on the Spillman Applications Server, you need to evaluate your current CPU and memory usage. Each main screen that is accessing the database requires approximately 10 MB of memory on the server. As a general rule, Spillman recommends 40 MB of server memory for each user. If the CPU on your Spillman Applications Server is currently nearing its capacity, running more processes might slow down your server. If this occurs, you might need to upgrade the CPU or install a second CPU. For an individual assessment of the memory requirements for your agency's server, contact our Installation Department. Third -party hardware required: A Spillman -approved LAN support modem. Client PC requirements: The Spillman Customer Support Department recommends you use the fastest PCs available to you and that you install as much memory as possible. You must also be running a Spillman -approved version of Microsoft Windows and be connected to the server via a TCP/IP network. The following is a list of the minimum requirements: See current Spillman Hardware Recommendations (Attachment B) Page 9 of 26 NOTE: You can run the SUMMIT 4.5 software on a PC with fewer resources than specified in this document. However, if you experience problems, Spillman Customer Support Technicians will recommend that you upgrade the PC before they address any problems on that PC. It should also be noted that these specifications are for PC's only running the Summit apphcation. If you run other applications while running Summit, you will have to accommodate for the increased resources (RAM, CPU, network bandwidth, etc.) required by the additional programs. Before troubleshooting Summit performance issues, all additional programs on the PC being tested must be closed. Contact the Installation or Development department at Spillman Technologies, Inc. if your agency plans to use a Network Information System (NIS) or Pluggable Authentication Module (PAM) authentication. On a case -by -case basis, Spillman will need to determine whether SUMMIT 4.5 will work with NIS or PAM. D. STATELINK, E911 OR LIVESCAN: When the Customer has purchased a license to the Livescan, 911 and/or Statelink interfaces (the "Interface(s)"), the following terms shall apply with respect to the set up and testing fees for such Interface(s): The parties acknowledge that the use of these Interfaces requires that the Customer obtain access to services provided by third party agencies. If Customer does not acquire the applicable third party services within six (6) months from the date Spillman has installed the functional Spillman software (except to the extent the delay is caused by Spillman), Spillman shall have the option to terminate its pricing commitment for the set up and testing services for such Interface(s), effective upon written notice. In such event, Spillman shall refund or credit (at Spillman's option) to the Customer fees paid for such set up and testing services. If Customer later acquires the third party services used in connection with the Interface(s), Spillman agrees to provide the set-up and testing services for the Interface(s) to the Customer at its then -current fee for such services. Additionally, if the third party agency modifies the Interface specifications, Spillman may revise its pricing for the Interface set up and testing service if such service is requested by the Customer after the six-month period described above, whether or not Spillman previously terminated its pricing commitment for such service. E. Other Hardware Requirements: in addition to those described above, see Attachment "B" for full list of Hardware Requirements, per Spillman. Section 8: GEOBASE IMPLEMENTATION (NEW OR EXISTING SPILLMAN USER) APPROACH: GIS PERSONNEL The agency has access to GIS personnel who know ESRI products (i.e. ArcView or Arclnfo) and will build and maintain the map. • The Spillman Trainer that is involved meets with the agency SAA and GIS personnel to discuss the desired structure of the map for it to work with Geobase and CAD Mapping (if purchased). This is a 4 hour meeting. • The trainer works with the GIS person via phone and email. It is expected that the GIS person will periodically send a copy of the map and appropriate layers for the trainer to review and make suggestions. Page 10 of 26 • When the map is near completion, a two day trip is scheduled. This two-day trip is meant to accomplish the following: o Move the map files onto the server. o View error logs and show how to correct the errors. o Test the files in a temporary database. o Address maintenance issues within Spillman. o Show the SAA how to activate Geobase within the live database. Section 9: Agreement Terms 1. This Agreement only covers the products and services listed or attached herein and the products and services included in YAKCORP'S Integrated Pubhc Safety System Request For Proposal (RFP) # 10809P and Spillman's response thereto, which are incorporated by reference herein. Spillman agrees that if and when this Agreement is transferred to YAKCORP, as specified in the Introduction Section of this Agreement, that all licenses, and the rights and responsibilities thereof, are applicable individually and as a whole to each and all members of YAKCORP. 2. Customer agrees to pay all uncontested invoices within thirty (30) days of invoice date. Customer further agrees to advise Spillman within ten (10) days of receipt of an invoice if Customer contests said invoice, in whole or in part. Spillman will provide detailed evidence documenting specific expenditures or charges, at Customer's request. All out-of-pocket expenditures by Spillman must be pre -approved by Customer or Customer will have no responsibility or liability to reimburse Spillman or any third party for costs incurred by Spillman. If any part of an invoice is disputed by Customer, Customer will promptly notify Spillman and the parties will negotiate reasonably and in good faith to resolve the dispute. If a dispute is unresolved, either party may pursue action to resolve the dispute, as provided m Section 12. 3. Customer agrees to pay Spillman the Agreement Purchase Price according to the payment terms stated in Section 6. The Agreement Purchase Price is valid only through the expiration date. ("Purchase Price" does not include second through sixth year maintenance fees.) 4. Customer is solely responsible for the payment of any and all taxes resulting from the acceptance of this Agreement and purchase of the products and services described herein. 5. When signed by an authorized Customer representative and an authorized Spillman representative, this Agreement serves as the Contingent Purchase Agreement between Customer and Spillman. 6. This Agreement includes all the terms and conditions in the corresponding, valid Computer Software End -User License Agreement (the "License Agreement"), as stated in Attachment "D" and the related Maintenance Agreement, as stated in Attachment "E", between Customer and Spillman. Should there be any conflicting terms between the License Agreement or the Maintenance Agreement and this Contingent Purchase Agreement, the Purchase Agreement shall supersede and control. 7. Any of the following events shall constitute a "default" under this Agreement: a. Customer's failure to pay Spillman any uncontested charges, costs, or other payment accruing herein, if such failure has not been corrected within ten (10) calendar days after Spillman has given Customer written notice of such failure; or b. Customer's failure to perform any other obligation set forth rn this Agreement, including any act of repudiation or wrongful rejection of the product, if such failure has not been corrected within thirty (30) days after Spillman has given Customer written notice of such failure. Page I I of 26 c. Spillman's failure to perform any obligations set forth in this Agreement, if such failure has not been corrected within thirty (30) days after Customer has given Spillman written notice of such failure. 8. Upon occurrence of a default, the non -defaulting party may: a. Terminate this Agreement and invoke all rights the party possesses up to termination, including, in Spillman's case, repossession of the Product, and b. If Customer remains liable for any monetary obligations created under this Agreement, Spillman may accelerate and declare all obligations of Customer created under this Agreement to be immediately due and payable by Customer as a liquidated sum and proceed against Customer in any lawful way for satisfaction of such sum; and c. Should, for any reason, the Yakima consortium discontinue the use of the Spillman system during years 2-6 a prorated refund will be issued --including interest at 1.5 percent per month on all amounts that have been reimbursed by Spillman, and d. If Spillman defaults or fails to perform its obligations resulting in the Consortium's inability or alteration of plans to implement the systems, and this Agreement is terminated as a result, Spillman will be liable to the Consortium up to the amount of all funds paid to Spillman per Section 6 of this Agreement. e. In addition to the forgoing, seek any other remedies that may be available at law or in equity. 9. Customer acknowledges that the monetary obligations of the Customer to Spillman under this Agreement constitute a commercial account. Customer shall pay, in addition to all other amounts owed to Spillman, interest calculated at one -and -one-half percent (1.5%) per month on all uncontested amounts that have not been paid to Spillman pursuant to the terms of this Agreement, or the highest rate permitted by law, whichever is less. Customer shall also be liable for all costs of collection of uncontested amounts, including reasonable attorney's fees whether or not a suit is instituted. Any delay or failure of either party in exercising any right hereunder, or any partial exercise thereof, shall not be deemed to constitute a waiver of any right granted hereunder or at law. 10. Spillman agrees to place one copy of the Source Code for all Spillman software and interfaces included in this Agreement into escrow, as required in the Integrated Public Safety System Request For Proposal (RFP) # 10809P. Spillman agrees that this Source Code will contain all information necessary to enable a reasonably skilled programmer or analyst to understand, maintain and use and correct the Ob)ect Code. Customer may access this Source Code only in the event of one or more of the following ' circumstances occurring: (1) Spillman Technologies Inc. goes out of business, (2) Spillman Technologies Inc. sells the Software included in this Agreement, in whole or in part, to a 3`d party - unless the Customer approves, in writing, such sale in advance of its effective date, which approval may be withheld only for good cause. If Customer does not approve, in writing, of the sale, Spillman shall provide its source code for all systems, modules and interfaces included in this Agreement — and as may be licensed by Customer in the future — to Customer prior to the effective date of the sale. Customer covenants and agrees that it will utilize the source code solely for the purpose of supporting and operating its existing systems and for Customer's own internal use only, and that Customer will strictly maintain the confidentiality of the Spillman source code both during and after the term of this Agreement. 11. Spillman agrees to limit annual price increases for Support and Maintenance of its systems to not more than the rate of inflation or 4.0% of the previous year's amount, whichever is less. For purposes of this calculation, the rate of inflation shall be as stated in the Bureau of Labor Statistics' April report, utilizing the April Year Ending rate for CPI-W (Urban Wage Earners and Clerical Workers) for the Seattle - Tacoma -Bremerton area. This rate is published by the Bureau of Labor Statistics in May of each year. Page 12 of 26 12. Spillman agrees to provide written documentation for all software provided for within this Agreement; such documentation shall include user guides and manuals for installation and setup, operation and maintenance of system. Documentation may be provided in DCD-ROM, DVD, printed form or on Spillman's website. Section 10: Data Confidentiality and Ownership: Spillman agrees that all data and Customer information in the system is and shall remain the property of the Customer. Spillman shall not prevent Customer, and shall assist Customer at no charge, in retrieving any/all data from the system whether or not Customer is purchasing support and maintenance of the system so long as Customer is utilizing the current or the immediate prior version of the system at the time of the requested assistance. Spillman agrees that all the Customer's information, data, records and coding structure is confidential and shall be maintained in strictest confidence and shall not be used or divulged to any other party without the Customer's written authorization, except as may be required by applicable law, subject to the requirements of the Washington State Public Records Act, RCW 42.56. Spillman shall maintain physical, electronic and procedural safeguards, consistent with industry standards, to keep Customer's confidential information secure and to prevent unauthorized access to or use of Customer's information by Spillman officials, employees, consultants or agents of such. Spillman and the Consortium are each solely responsible for the procedures to assure the internal confidentiality of their respective security procedures, security devices and codes, and assume all risk of their own actions in accidental disclosure or inadvertent use of any security device by any party whatsoever, whether such disclosure or use is on account of negligent or deliberate acts or otherwise. If Spillman or its Agents have reason to believe that any customer information has or may become known by unauthorized persons, whether nor not employed by Spillman, Spillman shall immediately notify Customer by telephone and confirm such verbal notification in writing within 24 hours of initial notification. Spillman's obligation to maintain the confidentiality of all Customer information shall survive the termination of any Service Agreement or this Agreement. Section 11: Software Ownership and Warranty Spillman warrants the functionality of the Spillman software during the applicable warranty period, as set forth in the Spillman License Agreement. Additionally, Spillman warrants that it has full power and authority to grant the licenses and the rights granted under this Agreement and the Spillman License Agreement. Spillman warrants that neither the license to use nor the use by Customer of the Software will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other intellectual rights of any third party; Customer's exclusive remedy for a breach of this warranty is set forth in Section 13 below. Section 12: Dispute Resolution Negotiations: In the event a dispute arises over the interpretation or application of any provision of this Agreement or the grounds for termination, the parties agree to meet within thirty (30) days of a request by one or both parties to resolve the dispute by negotiation. The parties shall act in good faith to resolve the dispute. Page 13 of 26 Mediation: In the event that the parties were not able to satisfactorily resolve a dispute through negotiations, as outlined above, the parties shall endeavor to resolve claims, disputes and other matters in question between them by mediation. A request for mediation shall be made in writing, dehvered to the other party to the Agreement, and filed with the person or entity administering the mediation. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation may bring final resolution to the matter, if both parties so decide. If final resolution is not reached, the parties may agree to arbitration, but only pursuant to a written agreement. Court System: In the event that either party should elect to file a claim against the other in a court of law, such claim or filing shall be made m accord with Section 31, below. All discussions and documents prepared pursuant to the attempt to resolve a dispute under Section 12 are confidential and for settlement purposes only and shall not be admitted in any court or forum as an admission or otherwise against a party for any purpose including the applicabihty of Federal and State court rules. The parties agree to toll any apphcable statutes of limitations during the pendency of any of the above dispute resolution proceedings. These dispute resolution provisions shall apply and are a condition precedent to either party utilizing any other remedies. Section 13: Indemnification and Hold Harmless 1. Spillman agrees to protect, defend, indemnify, and hold harmless the Customer, its members, elected officials, officers, employees, agents, and volunteers from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) resulting from the infringement or violation by the Software of any valid patent, copyright, trademark, trade secret or other proprietary right and as set forth herein and in the Spillman License Agreement. 2. If a third party claim against Customer results in a judicial order preventing Customer from implementing the Software, Spillman, in its sole discretion, but only after consultation with Customer, will at its option either (a) procure from such third party the right to (a) allow Customer to continue to use the Software; (b) modify or replace the Software or infringing portions thereof to become non -infringing; or (c) if neither (a) nor (b) are commercially reasonable under the circumstances, Spillman may terminate the license for the Software and give Customer a full refund of the applicable License Fees and the Professional Services Fees related to the development and implementation of the effected Software. . Additionally, if a third party claim against Customer results in a judicial order preventing Customer from utilizing the Software, in whole or in part, the same three options will apply. If option (c) is the remedy, Spillman will give Customer a full refund of the current and prior year's annual support fees for the affected Software, and a pro rata refund of the applicable License Fees for the Software, based on a straight-line depreciation for a period of five (5) years from the date of implementation. 3. Spillman's obligation to defend, indemnify and hold Customer harmless for claims of infringement may be limited to the extent that a claim of infringement is based on (a) Customer's unauthorized modification of the software and the alleged infringement would not have occurred but for such unauthorized modification or (b) Customer's failure to adhere to Spillman's instructions for the use and maintenance of the Software and the alleged infringement would not have occurred but for such failure. 4. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. Page 14 of 26 Section 14: Insurance 1. Spillman will obtain and maintain the following lines and amounts of insurance coverage at all times during performance of the Services; Spillman shall secure and maintain in effect insurance to protect the Customer from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. Spillman shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The Customer reserves the right to require higher limits should it deem it necessary in the best interest of the public. 2. Commercial General Liability Insurance. Before this Contract is fully executed by the parties, Spillman shall provide the Customer with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the Customer, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Customer thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 3 Commercial Automobile Liability Insurance. a. If Spillman owns any vehicles, before this Agreement is fully executed by the parties, Spillman shall provide the Customer with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If Spillman does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may added to the commercial liability coverage at the same limits as required in Section 14.2 of this Agreement, which entitled "Commercial Liability Insurance". c. Insurance Certificates: Under any situation described above in this Section 14, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the Customer, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the Customer" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 4. Professional Liability Coverage: Before this Contract is fully executed by the parties, Spillman shall provide the Customer with a certificate of insurance as proof of professional liability coverage with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and Page 15 of 26 provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall contain a clause that the insurer will not cancel or change the insurance without first giving the Customer thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the Customer" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this Agreement. Section 15: Force Majeure Neither party will be liable hereunder by reason of any failure or delay in performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable non -financial control of such party. Section 16: Assignment Neither this Agreement nor any rights or obligations of either party hereunder may be assigned in whole or in part without the prior written approval of the other party, which approval will not be unreasonably withheld except as may be authorized elsewhere in this Agreement. However, a party may, upon notice to other party, assign this agreement to an affiliate or to a third party in connection with an assignment of all or substantially all of its assets to such third party. Section 17: Waiver The failure of either party to require performance by the other party of any provision hereof will not affect the right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Section 18: Severability In the event that any provision of this Agreement will be unenforceable or invalid under any applicable law or court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, any such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of applicable law or applicable court decisions. Section 19: Independent Contractor Status Spillman and the Consortium understand and expressly agree that Spillman is an independent contractor in the performance of each and every part of this Agreement. Spillman, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement free from supervision by the Consortium over the methods and details of performance except as provided herein. Additionally, and as an independent contractor, Spillman and its employee(s) shall make no claim of Consortium employment nor shall claim against the Consortium any related employment benefits, social security and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employees, partnership or agency between Spillman or any officer, employee or agent of Spillman and the Consortium. Page 16 of 26 Section 20: Taxes and Assessments Spillman shall be solely responsible for compensating its employee(s) and for paying all related taxes, deductions and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and other deductions from income which may be required by law. Section 21: Nondiscrimination Provision During the performance of this Agreement, Spillman shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. Section 22: The Americans With Disabilities Act Spillman shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications. Section 23: Compliance With Law Spillman agrees to perform those services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local or otherwise. Section 24: No Insurance It is understood the Consortium does not maintain liability insurance for Spillman and its officers, directors, employees and agents. Section 25: No Conflict of Interest Spillman covenants that it does not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Spillman further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. Section 26: No Third Party Rights This Agreement is entered into for the sole benefit of the Consortium and Spillman. It shall confer no benefits or rights, direct or indirect, on any third persons, including employees of the parties. No person or entity other than the parties themselves may rely upon or enforce any provision of this Agreement. The decision to assert or waive any provision of this Agreement is solely that of each party. Page 17 of 26 Section 27: Survival Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. Section 29: Null and Void This Agreement shall be null and void if any local labor union objects to this project on the grounds of displacing local labor. 30: Notices Unless stated otherwise herein, all notices shall be in writing and sent to the parties to their addresses as follows: TO CONSORTIUM: And TO SPILLMAN: Office of the City Manager City of Yakima 129 North Second Street Yakima, WA 98901 Office of County Commissioners Yakima County 128 North Second Street Yakima, WA. 98901 Cory Taylor, Sr. Field Sales Executive Spillman Technologies Inc. 4625 West Park Blvd. Salt Lake City, UT 84120 Section 31: Law, Jurisdiction and Venue This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and construed and enforced in accordance with the internal laws of the State of Washington. Any action of law, suit m equity or other judicial proceeding arising under or out of this Agreement must be instituted and maintained only in a court of competent jurisdiction located in Yakima County, Washington. Section 32: Entire Agreement This Agreement constitutes the entire Contingent Purchase Agreement between the parties, with respect to the products and services listed or attached herein, and no amendment to this Agreement shall be binding on either party unless such amendment is in writing and executed by authorized representatives of both parties. The parties understand that all Attachments, including the License Agreement and the Support Agreement, and Spillman's response to the Integrated Public Safety System Request For Proposal (RFP) #10809P shall be considered with this Agreement as an integrated Agreement and is the complete and exclusive statement of the parties' obligations and responsibilities, with respect to the products and services listed, attached or referenced herein and therein, except as otherwise provided by law. Page 18 of26 Spillman Contingent Purchase Agreement ATTACHMENT "A" Interfaces Included in Project Scope and this Agreement Page 19 of 26 Spillman Contingent Purchase Agreement ATTACHMENT "A" Interfaces Included in Project Scope and this Agreement Title Price * 1. 911; ANI/ALI Included 2. ERS - Emergency Reporting System Included 3. VINES - Victim Notification System Included 4. JBRS — Jail Bed Reporting System / by WASPC Included 5. LINX — NCIS Included 6. AFIS Included 7. ESRI systems products Included 8. AMR/Tritech — Ambulance Systems of Yakima $37,000 9. SECTOR — State Electronic Collision and Ticket Reporting System Pending State Action (Spillman to provide once State specs known) 10. ACCESS — State WSP system Included 11. XML — Query Server Included 12. ODBC connector Included 14. New Dawn / Bi-directional — prosecutor's system (if requested) Included 15. Prosecutor's system (if requested) Additional/TBD 16. Offender Watch (YSO) Included 17. Gang Net (COY) Included 18. AVL — Automated Vehicle Locate Mapping System Not Included ** 19. Zetron 6000 (Alpha -numeric paging) 20. Coban — In car video camera system Included Not Included *** Legend: * Included — means the interface is included in both the project scope and in Spillman's Purchase Price, as quoted in Section 1 of this Agreement. ** The AVL Mapping System interface to Spillman - is not applicable, and not included in the project scope or price quote, as the project team has opted to use the Spillman AVL component of their system. *** Coban - No interface needed; officers may attach a video from Coban to Spillman just as any other file attachment within the system. Thus, interface not included in project scope or Spillman price quote. Page 20 of 26 Spillman Contingent Purchase Agreement ATTACHMENT "B" Spillman Hardware Requirements This Attachment includes all Hardware Requirements, in addition to those specifically identified in Section 7 of the Agreement, that are necessary to fully operate and maintain those Spillman systems included in this Agreement, as advised and specified by Spillman. Spillman acknowledges that it has presented the following List of Hardware Requirements to the Customer and that Customer will be able to fully and properly operate and maintain the Software included in this agreement if these requirements are followed, as presented herein. Page 21 of 26 Contingent Purchase Agreement ATTACHMENT "C" 8 3 As Licensee's exclusive remedy for any material defect in the Licensed Program for which Spillman is responsible, Spillman shall use reasonable efforts to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. In the event Spillman does not correct or cure such nonconformity or defect after Spillman has had a reasonable opportunity to do so, Licensee's exclusive remedy shall be the refund of the amount paid as the license fee for the defective or non -conforming module of the Licensed Program. Spillman shall not -be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Licensed Program if Licensee has made any changes whatsoever to the Licensed Program, if the Licensed Program has been misused or damaged in any respect, or if Licensee has not reported to Spillman the existence and nature of such nonconformity or defect promptly upon discover thereof. 8 4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPILLMAN AND ITS LICENSORS DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, TITLE, NON -INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. 8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS LICENSORS TO LICENSEE FOR ALL CLAIMS RELATING TO THE LICENSED PROGRAM AND THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO SPILLMAN HEREUNDER. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Spillman shall have no liability for the loss of data or documentation, it being understood that Licensee is responsible for reasonable backup precautions. 8.6 IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE BY THIRD PARTIES, EVEN IF SPILLMAN OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. 8 7 Spillman agrees to indemnify and defend Licensee from and against any and all third party claims, demands, lawsuits or legal actions arising out of any actual or alleged infringement of any trademark, copyright, trade secret, or U S patent by the Licensed Program, and Spillman will pay any liabilities, damages, costs and expenses (including reasonable attorneys' fees) finally awarded in such action or paid to settle the action. Spillman will not be required to indemnify Licensee unless (i) Licensee promptly notifies Spillman of any such claim, (ii) Licensee gives Spillman sole control of the defense and all settlement negotiations, and the authority to -represent Licensee in defending the claim; and (iii) Licensee provides Spillman with any information and assistance that Spillman reasonably requests in defending against the claim. Licensee may, at its option and expense, be represented by separate counsel in any such action. If a court or other legal authority finds that any part of the Licensed Program infringes a third party's intellectual property rights, or if Spillman believes that it infringes, Spillman will use reasonable efforts to obtain a license under the rights that have been infringed, to modify the Licensed Program so it is no longer infringing, or to provide to Licensee substitute software that is non -infringing; provided that if in Spillman's judgment such options are not commercially reasonable, Spillman may terminate the license for the Licensed Program or the infringing portion thereof upon written notice to Licensee. Spillman will have no liability for infringement arising out of modification of the Licensed Program by any party other than Spillman, use of an outdated version of the Licensed Program, or the combination or use of the Licensed Program with any other software, hardware, equipment, product or process not furnished by Spillman, if use of the Licensed Program alone and in its current, unmodified form would not have been an infringement. Spillman is not liable for any infringement claims based upon third party software or hardware. This Section 8 7 states Spillman's entire obligation with respect to any claim for infringement or misappropriation of any third party intellectual property rights. Section 9: Term of Agreement; Termination 9 1 Licensee's license of the Licensed Program shall become effective upon the execution of this Agreement and shall continue perpetually unless otherwise terminated as provided herein. Licensee's termination of the Support Agreement shall have no affect on this License Agreement; however, Spillman is under no obligation to provide any support or maintenance of the Licensed Programs in the event that the Support Agreement is terminated and Spillman's warranty of Licensee's Programs shall be limited to that identified in Section 8 1, herein. 9.2 Licensee may terminate this Agreement at any time upon written notice to Spillman, subject to any outstanding obligations and financial commitments of Licensee under the Purchase Agreement (e.g., Licensee's obligation to pay license fees is not rescinded by such termination). 9 3 Spillman may terminate this Agreement if Licensee breaches any material term of this Agreement, the Support Agreement or the Purchase Agreement and does not correct such breach within thirty (30) days following written notice of the breach from Spillman. 9 4 Upon termination of this Agreement, all rights granted to Licensee will terminate and revert to Spillman and/or its licensors. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of Licensee's possession or use of the Licensed Program, Licensee must return or destroy, as requested by Spillman, all copies of the Licensed Program in Licensee's possession (whether modified or unmodified), and all other Confidential Information and other materials 4 Contingent Purchase Agreement ATTACHMENT "C" 6.3 Licensee may not use, copy, modify, rent, share or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized in writing by Spillman. Licensee may not translate, modify, reverse assemble, reverse compile, or otherwise reverse engineer the Licensed Program. 6 4 Licensee may not utilize or knowingly permit a third party to access or utilize any part of the Licensed Program (including the Utilities) in any manner that competes, directly or indirectly, with any product or service provided by Spillman This includes, without limitation, using the Licensed Program (or its Utilities) to develop any software, interfaces or other products that compete with Spillman's products or services, or using interfaces or other products connecting to the database of the Licensed Program in connection with a third party's competing product. 6.5 No service bureau work, multiple -user license, or time-sharing arrangement is permitted, except as expressly authorized in writing by Spillman. Licensee may not install the Licensed Program in any other computer system or use it at any other location without Spillman's express authorization obtained in advance (which will not be unreasonably withheld). Not withstanding the above, Spillman acknowledge that Licensee is a Consortium consisting of numerous governmental agencies and jurisdictions and Spillman does, hereby, authorize, in writing as part of this License Agreement, a multiple -user license to the Consortium for the sole use of the members and participants of the Consortium. 6 6 Licensee shall keep confidential all non-public information provided to Licensee by Spillman (Confidential Information"), including the Licensed Program, future product plans, price lists, financial and business information, trade secrets, etc. Licensee shall not use Confidential Information for any purpose other than the authorized purposes of this Agreement. Licensee may disclose Confidential Information only to its employees who need to know such information, and who are bound to keep such information confidential. Licensee shall give Spillman's Confidential Information at least the same level of protection as it gives its own confidential information of similar nature, but not less than a reasonable level of protection, subject to the requirements of the Washington State Public Records Act, RCW 42.56 et seq. 6 7 Licensee hereby authorizes Spillman to enter Licensee's premises in order to inspect the Licensed Program in any reasonable manner during regular business hours, with or without prior notice, to verify Licensee's compliance with the terms of this Agreement. Section 7: License to Utilities; Restrictions on Usage 7 1 Spillman provides certain software utilities and tools (collectively, the "Utilities") as part of the Licensed Program. Such Utilities include Spillman's XML Query, ODBC implementation code, ctperl, dbdump, and dbload as well as any other software utilities provided by Spillman in connection with the Licensed Program. Spillman may add, modify or remove Utilities from the Licensed Program during the term of this Agreement. The Utilities contain material that is proprietary to Spillman and/or its licensors, and may be used only as permitted by this Agreement. 7.2 Licensee, including any and all members of the Consortium, is permitted to use the Utilities for read-only operations in connection with the authorized use of the Licensed Program, but may not allow third parties to use the Utilities unless an authorized official of Spillman consents in writing. Licensee is NOT permitted to utilize the Utilities or any other software tools to write to Spillman's database in any manner, due to the potential for data corruption and system slowdown or damage. Licensee also may not permit any third party to write to Spillman's database in any manner 7 3 Spillman is NOT responsible for any breach of warranty, damages to the Licensed Program or its database, data corruption, support issues, security issues or performance issues arising out of Licensee's or a third party's use of the Utilities or any other software not specifically licensed in this Agreement (including any third party querying or writing to the database). Section 8: Limited Warranty and Limitation of Liability; Indemnification 8 1 Spillman warrants, for Licensee's benefit alone, that the Licensed Program conforms in all material respects to the specifications of Customer's RFP # 10809P, as responded to to by Spillman and subject to the terms of such response, and the specifications for the current version of the Licensed Program as described in Spillman's Licensed Product Specification as of the date this Agreement is signed, and for a period thereafter of a) Fifteen (15) months for Summit, or b) Twelve (12) months for Millennium. This warranty is expressly conditioned on Licensee's observance of the operation, security, and data -control procedures set forth in the User's Manual included with the Licensed Program. 8.2 Spillman is not responsible for obsolescence of the Licensed Program that may result from changes in Licensee's requirements, The warranty in Section 8.1 shall apply only to the most current and one prior version of the Licensed Program issued by Spillman from time to time. Issuance of updates does not result in a renewal or extension of the warranty period Spillman assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program. Spillman is not responsible for any problems or errors with the Licensed Program or Licensee's system resulting from use of the ctperl or dbload Utilities in any manner other than read-only Licensee expressly acknowledges that any use of the "write" or "update" features of these Utilities may damage Licensee's database or cause other problems with its system. 3 Contingent Purchase Agreement ATTACHMENT "C" 2.2 Licensee may use and execute the Licensed Program only for purposes of serving the internal needs of Licensee's business, except as specifically set forth in this Agreement. 2.3 Licensee may make one copy of the Licensed Program in machine-readable, object code form, for nonproductive backup purposes only, provided that Spillman's proprietary notices are included. 2.4 Licensee may reproduce (photocopy) Licensed Program documentation according to Licensee's needs for the authorized use of the Licensed Program. Licensee may not distribute any original or reproduced copy for use outside of the Licensee's place of business and must not reveal it or any other Spillman documentation, or the Licensed Program itself, to competitors of Spillman or to any other third party unless they have a need to know such information for the proper purposes of this Agreement. 2.5 If Licensee and a third party entity (the "Shared Agency") desire to enter into an arrangement whereby Licensee will act as a "Host Agency" and permit the Shared Agency to access the Licensed Program through Licensee, the Shared Agency and Spillman will execute an Addendum Agreement for such arrangement and attach it to this Agreement as Attachment A. Spillman will bill Licensee directly for the applicable license fees, and Licensee agrees to be responsible for timely payment of such invoices. Licensee shall require the Shared Agency to comply with the terms of this Agreement and shall notify Spillman and cooperate as reasonably requested by Spillman in the event of any non-compliance. Section 3: Fees and Payments The license fee for the Licensed Program(s) is specified in the Purchase Agreement. Licensee must pay the license fee, according to the agreed payment terms set forth in the Purchase Agreement, directly to Spillman upon execution of this Agreement and prior to delivery of the Licensed Program. Section 4: Support Spillman shall support the Licensed Program(s) in the manner specified in the "Computer Software End -User Support Agreement" between the parties (the "Support Agreement"). Licensee agrees to utilize the Program(s) for Consortium's purposes only, whether or not the Support Agreement is maintained in the future. Section 5: Licensee Responsibilities 5 1 Licensee is responsible for selecting a Spillman Application Administrator (or, if the Licensed Program is Spillman's Millennium software, a System Administrator) who is qualified to operate the Licensed Program on Licensee's own equipment and is familiar with the information, calculations, and reports that serve as input and output of the Licensed Program. Spillman reserves the right to refuse assistance or to charge additional fees if the Spillman Application Administrator seeks assistance with respect to such basic background information or any other matters not directly relating to the operation of the Licensed Program. 5.2 Other components (hardware and/or software) may be required for the use of the Licensed Program. Spillman assumes no responsibility under this Agreement for obtaining and/or supporting such components except as expressly agreed in writing. 5 3 Licensee is responsible for ensuring a proper environment and proper utilities for the computer system on which the Licensed Program will operate. 5.4 Except as expressly agreed in writing, Spillman assumes no responsibility under this Agreement for converting Licensee's data files for use with the Licensed Program. Section 6: Proprietary Protection and Restrictions 6 1 Spillman shall have sole and exclusive ownership of all rights, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights and other intellectual property rights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Spillman. The Licensed Program may also include software separately licensed to Spillman from third party licensors. Such third party software is sublicensed to Licensee and protected pursuant to the terms of this Agreement, and may be used only in conjunction with Spillman's Licensed Program. This Agreement does not provide Licensee with title or ownership of the Licensed Program or any component thereof, but only a limited license Spillman and its licensors specifically reserve all rights not expressly granted to Licensee in this Agreement. Licensee must keep the Licensed Program free and clear of all claims, liens, and encumbrances. 6.2 Licensee may not allow any other agency, entity, or individual other than those members and participants in the Consortium to use or have access to the Licensed Program in any manner other than inquire -only unless expressly authorized by Spillman. Except those members and participants in the Consortium or as specifically authorized by Spillman, queries may be conducted solely for Licensee's internal business purposes, and Licensee may not query the Licensed Program, or permit any third party to query the Licensed Program, for a third party's business purposes. 2 etwor iin Spillman makes it a point not to dictate network hardware requirements or vendors in this document, as the networking demands of each agency are unique. In-house requirements — A TCP/IP LAN infrastructure is required to deliver data between server and workstation. Wireless requirements for Mobile users — Spillman requires TCP/IP, and recommends broadband wireless data networks such as GPRS, Edge, EVDO, and 3G or high-speed private networks. The minimum recommended throughput for a mobile user is 56KBps (kilobytes per second). Connecting two departments (InSight broker) — When connecting shared agencies using Spillman's InSight product, the LAN planning considerations also apply to WAN connectivity The network planner should show advanced consideration to available data mediums when planning the WAN data load Availability of products (and pricing) will vary based on your agency's location. For example, less expensive DSL, ISDN, or DOCSIS connectivity may not be available in all areas. Additionally, the natural topography (or distances) may preclude point-to-point wireless solutions. Fractional T1 lines are widely available across the U.S. and provide a high- level of reliability.Typically, a Telco representative may be consulted for possible WAN connectivity in your agency's area. If your agency has dedicated Internet connectivity, a virtual private network (VPN) is a viable and inexpensive alternative. However, strong security is critical because a compromised VPN, in the worst case, could allow interlopers access to the agency's sensitive data. It should be understood that VPN hardware must be upgraded frequently to stay ahead of potential security risks. Microsoft, Windows, Windows XP Pro, Windows Vista, and Internet Explorer are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries.AMD is a trademark of Advanced Micro Devices, Inc. Intel is a registered trademark of Intel Corporation or its subsidiaries in the United States and other countries. UNIX is a registered trademark of The Open Group. AIX is a registered trademark of International Business Machines Corporation in the United States, other countries, or both.Java and the Solaris operating environment are trademarks of Sun Microsystems, Inc. in the United States and other countries. an technologies, inc. reliable innovation 4625 West Lake Park Blvd. Salt Lake City, Utah 84120 Toll -free 800.860.8026 FAX. 801 902.1210 Email. info@spillman.com www.spillman.com 0 about spillman Spillman Technologies meets the individual needs of public safety professionals with a full suite of software solutions.The software is installed at more than 700 agencies nationwide. etj .)‘iss -404 1 MOMI records dispatch mobile corrections fire/EMS resources data sharing Microsoft GOLD CERTIFIED Partner t;,' UNIX® server notes • If the number of concurrent users in your agency is not defined in the previous table, or if you would like information about using existing hardware, please contact your sales representative for a custom specification. When implementing a UNIX -based server, adding more memory will increase your system's performance and allow the server to carry larger user loads during peak usage times. At this time, Spillman does not support any UNIX operating system running on Intel® or AMD® processors. Adding drives to the RAID 5 hard disk configuration will increase performance as well as disk space. i01 Operating Systems CPU Memory Ethernet network card Network speed Screen resolution (pixels) Colors provided by monitor and video card Hard disk space Monitor Microsoft Internet Explorer® Operating Systems CPU Memory Ethernet network card Network speed Screen resolution (pixels) Colors provided by monitor and video card Hard disk space Monitor(s) Microsoft Internet Explorer® Operating Systems CPU Memory Wireless Network Screen resolution (pixels) Colors provided by monitor and video card Hard disk space Microsoft Internet Explorer® Adobe Reader® • Spillman uses CD/DVD media to distribute software products to its customers. It is vital to business continuity that you seek a back-up solution that will meet the needs of your agency A back- up script that will write to your back-up tape can be provided. Spillman recommends that this script only be used as a last resort because it will not provide a bootable back- up tape. It is also recommended that you back up your data at least nightly, and consult your hardware or operating system provider for more advanced back-up solutions.Any media type supported by the"host"operating system can be used to make backups as long as it has the capacity to store the required files. Minimum Windows XP Pro® SP3 or Windows Vista 32-bit SP1 >_1.8GHz >_1GB 10/100 Mbps 100 Mbps 1024x.768 16-bit 350 MB 17-inch Version 7.0 Minimum Windows XP Pro® SP3 or Windows Vista 32-bit SP1 >_ 1.8 GHz 1 GB 10/100 Mbps 100 Mbps 1024x768 16-bit 350 MB 17-inch Version 7.0 Minimum Vista SP1 1 GHz 1 GB 56 K,TCP/IP 800x600 16-bit 500 MB Version 7.0 8 Recommended Windows XP Pro® SP3 or Windows Vista 32-bit SP1 >_2GHz >_1GB 10/100 Mbps 100 Mbps 1280x1024 16-bit 350 MB 21-inch Version 7.0 Recommended Windows XP Pro® SP3 or Windows Vista 32-bit SP1 >2GHz >_ 1 GB 10/100 Mbps 100 Mbps 1280x1024 16-bit 350 MB Dual 21-inch monitors Version 7.0 Recommended Vista SP1 >_2GHz >_1GB 256 K,TCP/IP 1024x768 16-bit 500 MB Version 7.0 8 " Windows® -based server notes: If the number of concurrent users in your agency is not defined in either of the previous tables, or if you would like information about using existing hardware, please contact your sales representative for a custom specification. When implementing a Windows -based server, adding memory in proportion to the number of your concurrent users will increase your system's performance and allow the server to carry larger user loads during peak usage. Spillman recommends that your application server has a network connection to your established LAN and another connection to a closed network between your application server and your database server. At this time, Spillman's Windows -based solutions are certified for 32-bit Microsoft@ Windows operating systems only Spillman recommends servers based upon AMD or Intel 64-bit processors. Spillman does not support Itainium®-based processors. toncurrentusers ;; IIf§j .r't.1: �A �u';y,;.iruu Gai:•1:...i•5��Wy,4, • While Spillman will run on 64-bit processors, the 64-bit operating system is not supported at this time. Multiple processors are recommended to run the Spillman system. Adding drives to the RAID 5 hard disk configuration will increase performance as well as disk space. It is vital to business continuity that you seek a back- up solution that will meet the needs of your agency.The default Windows -based back-up solution may be sufficient. Spillman recommends that you back up your data at least nightly. Consult your hardware or operating system provider for more advanced back-up solutions.. Any media type supported by the "host" operating system can be used to make backups as long as it has the capacity to store the required files. UNIX® specifications for Spillman Sentryx 6.0 r`, processors hard drives One dual processor (2) 73 GB hard drives with (2.1 GHz) i RAID 1 configuration —r- Two dual proces- (2) 73 GB hard drives with sors (2.1 GHz) I RAID 1 configuration - Database Three dual proces- sors (2.1 GHz) Four dual proces- sors (1.65 GHz) (2) 73 GB hard drives with RAID 1 configuration - Operating System (4) 73 GB hard drives with RAID 5 configuration - Database (2) 73 GB hard drives with RAID 1 configuration - Operating System (6) 73 GB hard drives with RAID 5 configuration - Database (2) 73 GB hard drives with RAID 1 configuration - Operating System memory 4 GB RAM 6 GB RAM 8 GB RAM 10 GB RAM server requirements • 1 network card • Video card • Monitor and keyboard • RAID controller card using type 1 RAID; Type 5 RAID is optional and requires more drives • UPS hardware for power back-up • JavaTM 1.5 recommended supported operating systems • AIX0 6.1 - Power PC family processor • Solaris'M 10 - Sparc III or better processor �F• an® technologies, inc. reliable innovation Use this document as a guide when purchasing hardware to support Spillman software solutions. Please verify with your Spillman sales representative that the following hardware specifications are sufficient for your agency's needs.To contact your sales representative, call 1.800.860.8026. oncurrent Users are •,...i'tuc�?.��U.�p,` a r, t)me;ie, Servers .,. Ai .w-s- ::-J„ .'a.!.:l:i; mil\::aye �A., _ :frn• .ta is .. etermined by thetotal number,ofemp�oyees"aceessin d} +�11�'"'ri4".Yr��>nae,u�p `?'�as.raT'�1 }j. ;f� {,?tr sty H:A7 j)', rug..task'force:officers; ri obile personnel; and th raS4" "4,ir,.l.o•h 6.k.it'll.:V :V.A.; qua:" 1'�45: ri• .rA„ �;�<� L`.im5:,.,:Lntaltl'fr alz-.s �x`f.`x%wu...41t`f ;gi b 'i« ....,"I,�..,�..,...x-.a... L:.,: o er,users'sn rCyY�c��.1,yy,, }f.a:aguJ�rfu, Vp same time Temporar Eaa, a.n„ �tF aie included lrtthIs nu,m, -r4:4; Windows® specifications for Spillman Sentryx 6.0? A single -server configuration is recommended for a 1- to 20-user Ioad.The single server runs both the database server and the Spillman application You may increase configurations to accommodate policies, such as dual -power supply, redundant network cards,and back-up devices. processors 2 or more processors (3+ GHz) hard drives memory (3) hard drives with Raid 5 configuration - Database (2) hard drives with Raid 1 configuration - Operating System 4 GB RAM single server requirements • 1 network card (1 GB) • Video card • Monitor and keyboard • Hardware RAID controller that supports type 1 and 5 • UPS hardware for power back-up • Windows 2003 Server Standard Edition operating system A dual -server configuration is recommended for more than 20 concurrent users.0ne server will run the database while the second server will run the Spillman application. processors 2 - 3 processors (3+GHz) - Database Server 2 - 4 processors (3+ GHz) -- Application Server hard drives (3-4) hard drives with RAID 5 configuration - Database (2) hard drives with RAID 1 configuration - Operating System (2) hard drives with RAID 1 configuration - Database (2) SCSI 142+GB hard drives with RAID 1 configuration - operating System memory 4 GB RAM 4 GB RAM database server requirements • 2 network cards (1 GB) • Video card • Monitor and keyboard • Hardware RAID controller that supports type 1 and 5 • UPS hardware for power back-up • Windows 2003 Server Standard Edition operating system ?:~ter--^ac ems,- application server requirements • 2 network cards (1 GB) • Video card • Monitor and keyboard • Hardware RAID controller that supports type 1 • UPS hardware for power back-up • Windows 2003 Server Standard Edition operating system Spillman Contingent Purchase Agreement ATTACHMENT "C" Spillman Computer Software End -User License Agreement ("License Agreement") Page 22 of 26 Contingent Purchase Agreement ATTACHMENT "C" SPILLMAN® COMPUTER SOFTWARE END -USER LICENSE AGREEMENT 09/09/2005 Table of Contents Section 1 • License . .. 2 Section 2. Scope of Rights.. 2 Section 3 Fees and Payments 3 Section 4 Support 3 Section 5 Licensee Responsibilities 3 Section 6. Prioprietary Protection and Restrictions. 2 Section 7 License to Utilities, Restrictions on Usage 4 Section 8. Limited Warranty and Limitation of Liability; Indemnification 4 Section 9• Term of Agreement; Termination . 5 Section 10• Miscellaneous 5 Section 11 Signatures. 7 This Computer Software End -User License Agreement ("Agreement") is made and entered into effective as of the date this Agreement is signed by both parties below, and is by and between. Spillman Technologies, Inc. ("Spillman") 4625 West Lake Park Blvd Salt Lake City, UT 84120 and Yakima Consortium for Regional Public Safety (YAKCORPS) c/o 217 North is' ST Yakima, WA 98901 It is understood by all parties to this Agreement that, for the purposes of this Agreement, "Licensee", "Consortium", "YAKCORPS" and "Customer" may be used inter -changeably within this Agreement and shall hold the same meaning as defined in the Contingent Software Purchase Agreement, to which this Licensee Agreement is attached. Licensee desires to license from Spillman certain software owned by Spillman, as set forth in the Sales Quote/Purchase Agreement(s) ("Purchase Agreement") executed by the parties in connection with this Agreement, and Spillman desires to grant such a license to Licensee, pursuant to the terms and conditions of this Agreement. In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby acknowledged, the parties agree as follows. Section 1: License 1 1 SPILLMAN'S LICENSED PROGRAM IS COPYRIGHTED BY SPILLMAN AND/OR ITS LICENSORS AND IS LICENSED (NOT SOLD). SPILLMAN DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO LICENSEE. THE LICENSE OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXCUTED BY LICENSEE. 1.2 In consideration of the payment of the license fees set forth in the Purchase Agreement(s) pertaining hereto, Spillman grants Licensee a nonexclusive, non -transferable license to use the package of computer program(s) and data, in machine-readable form only, and related materials, including documentation and listings, identified in the Purchase Agreement (the "Licensed Program"), subject to the terms of this Agreement (including the restrictions with respect to Utilities set forth in Section 7). Section 2: Scope of Rights 2.1 Licensee may install and use the Licensed Program only in Licensee's own facility Licensee shall give Spillman written notice if the location of Licensee's facility changes. 1 Contingent Purchase Agreement ATTACHMENT "C" pertaining to the Licensed Program (including all copies thereof). Licensee agrees to certify Licensee's compliance with such restriction upon Spillman's request. The terms of Sections 6, 7.3, 8.4, 8 5, 8.6, 8.7, 9 4, and 10 shall survive termination or expiration of this Agreement. Section 10: Miscellaneous 10 1 This Agreement, the Purchase Agreement and the Support Agreement (if applicable), together with their attachments, if any, constitute the complete agreement between the parties with respect to the Licensed Program and other subject matter hereof No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of each party 10.2 Licensee may not assign or transfer this Agreement or any of its rights or duties hereunder to any third party without Spillman's prior written consent. For purposes of this Section, the Consortium and each of its members and., participants, collectively and individually, are considered the Licensee 10 3 This Agreement will be governed by the laws of the state of Washington. The parties hereby submit to the exclusive jurisdiction and venue of Yakima County, Washington state and federal courts with respect to any action between the parties relating to this Agreement. In any such action, the prevailing party shall be entitled to an award of its reasonable costs and attorneys' fees from the other party to the extent permitted by Washington law 10 4 Any waiver by either party of a default or obligation under this Agreement will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other party wit constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance. 10.5 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with provisions for a receipt. 10 6 If any term of this Agreement is held to be invalid or void by any court or tribunal of competent jurisdiction, it shall be modified by such court or tribunal to the minimum extent necessary to make it valid and enforceable. If it cannot be so modified, it shall be severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. 10 7 In the event export of the Licensed Program is expressly permitted by Spillman, Licensee may only export the Licensed Program (including any related materials) as authorized by U S law and any other applicable jurisdiction. In particular, the Licensed Program may not be exported into any country where such export is prohibited by law, regulation or governmental order. SPILLMAN DESIRES THAT LICENSEE BE CONFIDENT THAT THE LICENSED PROGRAM WILL SUIT LICENSEE'S NEEDS ALTHOUGH LICENSEE MUST MAKE THAT DETERMINATION, SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED PROGRAM WITH LICENSEE AND ANSWER QUESTIONS BY EXECUTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES THAT IT HAS BEEN GIVEN AN ADEQUATE OPPORTUNITY TO INVESTIGATE LICENSEE'S COMPUTER AND SOFTWARE NEEDS AND THAT BASED ON ITS EXAMINATION OF THE LICENSED PROGRAM, LICENSEE FINDS THE LICENSED PROGRAM TO BE SATISFACTORY Continued on next page 5 Contingent Purchase Agreement ATTACHMENT "C" IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. Section 11: Signatures Accepted and Approved: Licensee By y( Print N e: ../a /G echo ti Title: Date. CAAfouta.w Spillman Technologies,,Inc. By. Print Sme Lance Clark Title. President 7 Date. 6 Contingent Purchase Agreement Attachment "C"- End -User License Agreement Exhibit "A" Shared Agency SHARED AGENCY COMPUTER SOFTWARE END —USER LICENSE AGREEMENT (11 /01 /2007) This Agreement, together with a Computer Software End -User License Agreement (the "License Agreement") and one or more executed Sales Quote / Purchase Agreements (the " Contingent Purchase Agreement"), and all Attachments to the Contingent Purchase Agreement, constitute one integrated agreement and is the complete and exclusive statement of Spillman's obligations and responsibilities with regard to licensing software All capitalized terms used and not otherwise defined therein shall have the definitions given to such terms in the Contingent Purchase and License Agreements. Definitions: Shared Agency. A "Shared Agency" is an agency that has purchased the right and license to use the same copy of a Spillman Licensed Product currently licensed by another agency as Licensee (Host Agency). Host Agency. A "Host Agency" is a current Spillman Licensee that has authorized and agreed to "share" the use of their Spillman Licensed Product with the Shared Agency. Section 1: License. Spillman grants to Shared Agency a non-exclusive, non -transferable license to use the same copy of the "Licensed Program" and related materials, which are presently licensed to a Host Agency, subject to the terms and conditions set forth in the License Agreement, as well as the terms and conditions specified in Section 2, below. Shared Agency agrees to comply with all such terms and conditions. This license may be terminated at any time if Shared Agency breaches such terms. Section 2: Scope of Rights. 2.1 Shared Agency understands that all assistance and support for the Licensed Program may be obtained only through the Host Agency. This Agreement does not entitle Shared Agency to any Spillman services beyond the license to use the Licensed Program. 2.2 The Warranty term for the Licensed Program is limited to the remaining Warranty term granted through the Host Agency's License Agreement. Accepted and Approved: - '" Custome By: MtA)' . Print me. %t 1i+ C: Ff car Title: &LILA Nit aft Date: Spillman Technologies, Inc. By. Print Name. Lance Clark Title: President Date* T/ q // 111 Spillman Contingent Purchase Agreement ATTACHMENT "D" Spillman Support and Maintenance Agreement (Maintenance Agreement) Page 23 of 26 Contingent Purchase Agreement ATTACHMENT "D" SUMMIT® COMPUTER SOFTWARE END -USER SUPPORT AGREEMENT 09/09/2005 Table of Contents Section 1: Definitions 1 Section 2: Eligibility For Support 2 Section 3: Scope of Services 2 Section 4: Services Not Covered by this Agreement 2 Section 5: Obligations of Customer 3 Section 7: Fees and Charges 4 Section 8: Proprietary Rights 4 Section 10: Termination 5 Section 11: Miscellaneous 5 Section 12: Signatures 6 This Support Agreement ("Agreement") is made and entered into by and between: Spillman Technologies, Inc. ("Spillman") 4625 West Lake Park Blvd Salt Lake City, UT 84120 and Yakima Consortium for Regional Public Safety (YAKCORPS) 217 North 1st St Yakima, WA 98901 SPI•LLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL AN AUTHORIZED REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY CUSTOMER, WHEREAS, Spillman and Customer entered into that certain Computer Software End -User License Agreement (the "License Agreement") under which Customer obtained a non-exclusive, nontransferable license to use certain computer software in object code form and related user documentation (the "Licensed Program", as further defined below) on certain terms and conditions; WHEREAS, Spillman desires to offer Customer certain services with respect to the Licensed Program on the terms and conditions set forth herein: NOW THEREFORE, in consideration of these recitals and the mutual obligations herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1: Definitions For the purposes of this Agreement, the following definitions shall apply to the respective capitalized terms: 1 1 Coverage Hours. The hours between 8:00 AM and 5:00 PM, Mountain time, on the days Monday through Friday, excluding regularly scheduled holidays of Spillman 1.2 Enhancement. Any modification or addition that, when made or added to the Licensed Program, changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Spillman may designate Enhancements as minor or major, depending on Spillman's assessment of their value and of the function added to the preexisting Licensed Program. 1.3 Error. Any failure of the Licensed Program to conform in any material respect to its functional specifications as published from time to time by Spillman, subject to the exceptions set forth in Section 4 1 4 Error Correction. Either a software modification or addition that, when made or added to the Licensed Program, establishes material conformity of the Licensed Program to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Customer of such nonconformity Error Correction services are subject to the exceptions set forth in Section 4 1.5 Licensed Program. One or more of the computer software components and/or software interfaces developed by Spillman, as identified in one or more Sales Quote/Purchase Agreements between the parties (the "Purchase Agreement"), and which is licensed to Customer pursuant to the License Agreement. The Licensed Program specifically excludes computer software not developed by Spillman, but that might be used in conjunction with the Spillman software; such as, word processors, spreadsheets, terminal emulators, etc. The Licensed Program includes certain "Utilities", as that term is defined in Section 7.1 of the License Agreement. 1.6 Releases. New versions of the Licensed Program, including all Error Corrections and Enhancements. 1 7 Response Time. Within six (6) Coverage Hours, from the time Customer first notifies Spillman of an Error until Spillman initiates work toward development of an Error Correction. 1.8 Spillman Application Administrator. An agent of Customer who has been certified on the Licensed Program by Spillman, pursuant to the procedures set forth in Section 6, and is able to communicate effectively with Spillman support personnel in the description and resolution of problems associated with the Licensed Program. 1.9 Term. An initial period of this Agreement shall be known as 1 Contingent Purchase Agreement ATTACHMENT "D" Year -One and shall commence on the date that both the Purchase Agreement between Spillman and Customer is fully executed and the Customer's Interlocal Agreement is fully executed and such term shall continue until December 31, 2011 Thereafter, the Term shall automatically renew each calendar year, for successive periods of one year each, unless and until terminated pursuant to Section 10 hereof 1 10 Customer. For purposes of this Agreement, the terms "Customer", "Consortium", and "YAKCORPS" may be used interchangeably within this Agreement and shall hold the same meaning as defined in the Contingent Software Purchase Agreement to which this Support Agreement is attached. Section 2: Eligibility For Support 2.1 Spillman's obligation to provide Services with respect to the Licensed Program may be terminated pursuant to Section 10.2.2 or suspended, at Spillman's discretion, if at any time during the term of this Agreement any of the following requirements are not met: 2.1 1 Customer must have a valid License Agreement for the Licensed Program in effect at all times, 2.1.2 The Licensed Program must be operated on a hardware platform approved by Spillman; Spillman agrees to maintain its Licensed Programs on industry standard platforms, and 2.1 3 Customer must be current and in compliance with the payment schedule as agreed in the Purchase Agreement. 2.2 Spillman may require Customer to appoint a new Spillman Application Administrator if Spillman determines that the acting Spillman Application Administrator does not have the training or experience necessary to communicate effectively with Spillman support personnel. Prior to Spillman making such a request to Customer, Spillman shall communicate in writing its concerns to Customer, regarding the current Application Administrator's deficiencies. Additionally, Spillman shall provide assistance to Customer to properly train a new Spillman Application Administrator as quickly and cost-effectivley as possible. Section 3: Scope of Services During the Agreement Term, Spillman shall render the following services in support of the Licensed Program, during Coverage Hours. 3 1 Spillman shall maintain a Support Services Control Center capable of receiving from the Spillman Application Administer, by telephone, reports of any software irregularities, and requests for assistance in use of the Licensed Program. 3.2 Spillman shall maintain a trained staff capable of rendering support services set forth in this Agreement. 3.3 Spillman shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Spillman in accordance with Spillman's standard reporting procedures Spillman shall, after verifying that such an Error is present, initiate work in a diligent and expedient manner toward development of an Error Correction. Following completion of the Error Correction, Spillman shall provide to Customer the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction, and Spillman shall include the Error Correction in all subsequent Releases of the Licensed Program. Spillman supports two (2) versions back from the most recent release version. However, Spillman shall not be responsible for correcting Errors in any version of the Licensed Program other than the most recent release and one prior release. 3.4 Spillman shall, from time to time, issue to the Customer new Releases of the Licensed Program containing Error Corrections, minor Enhancements, and, in certain instances, if Spillman so elects, major Enhancements. Spillman shall provide Customer with one copy of each new Release, without additional charge so long as Customer's Software Support Agreement is in effect and related Support Fees are current. Spillman shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental..-,.. charges set forth in Spillman's current Fee Schedule, as defined in Attachment "F" tp this Agreement. 3.5 Spillman shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to the Licensed Program (including, without limitation, data conversion and report -formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to in writing by Spillman and Customer. Section 4: Services Not Covered by this Agreement The services identified in this section are specifically NOT covered by this Agreement. Spillman strongly recommends that Customer secure a separate support agreement with third party vendors for all non -Spillman products. Spillman may, in its discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing. Except under a separate Agreement between the parties, the following items will not be included in the Support provided by Spillman under this Agreement: 4 1 Support for any third party products including hardware, or support for hardware failure due to the use of any third party vendor products. 4.2 Any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software. 4 3 Restoration and/or recovery of data files and/or the operating system. 4 4 Any breach of warranty causing damages to the Licensed Program or its database, data corruption, or support issues, security issues, or performance issues arising out of 2 Contingent Purchase Agreement ATTACHMENT "D" Licensee's or a third party's use of the Utilities or any other software not specifically licensed by Spillman to Licensee for use in connection with the Licensed Program. Any assistance provided by Spillman in resolving such problems shall be charged to Customer on a time and materials basis. Additionally, any unauthorized use of the Utilities or other software in connection with the Licensed Program by Licensee (or by a third party with Licensee's knowledge) may result, at Spillman's sole option, in voidance of warranties, an increase in future annual maintenance and support fees under this Agreement, and/or loss of rights -to upgrades under this Agreement. Customer acknowledges and agrees that it is not licensed to utilize the "write" or "update" features of the Utilities, as such use may damage the database or cause other problems with the operation of the Licensed Program. 4.5 Support for Licensed Program problems caused by Customer misuse, alteration or damage to the Licensed Program or Customer's combining or merging the Licensed Program with any hardware or software not supplied by or identified as compatible by Spillman, customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), or third party software or hardware malfunction. 4.6 Supporting, configuring, maintaining, or upgrading the operating system, including, but not limited to, backups, restores, fixes, and patches. 4.7 Assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using incorrect versions of the operating system. 4 8 On -site service visits to Customer's facility, unless such visits are necessary to provide satisfactory error correction to Customer. 4.9 Printers connected to the back of terminals/personal computers (commonly called pass -through printing) or network printers are not supported by Spillman. Section 5: Obligations of Customer 5 1 Customers using Spillman's SUMMIT product must maintain and provide, at no cost to Spillman, access to a dedicated voice grade local telephone and a LAN modem and data set, connected directly to customer's network, with full access to the server (24 hours per day, 7 days per week) that is used with the Licensed Program. 5.2 Customers must provide and maintain, at no cost to Spillman, a modem and data set connected directly to the server (the modem cannot be connected to a network) 24 hours per day, 7 days per week, used with the Licensed Program being maintained by Spillman hereunder and provide access to a dedicated voice grade local telephone. 5.3 A representative of Customer's IT department must be present when any on -site support is provided. Customer agrees that if such representative is not present when the Spillman representative arrives on site, the Spillman representative shall notify an appropriate representative of Customer, if feasible, that there is no Customer IT representative present. If Customer's IT representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for all expenses incurred and relating to the visit. 5.4 All communications between Customer and Spillman must be in the English language. 5.5 Customer is responsible for providing one or more qualified Spillman Application Administrators as described in Section 6. At least one Spillman Application Administrator must be available at all times (however, after-hours availability is required only when and if Customer is requesting after-hours support from Spillman). 5.6 Customer is responsible for providing all network and server security. 5 7 Customer must provide Spillman with information sufficient for Spillman to duplicate the circumstances under which an Error in the Licensed Program became apparent. Section 6: Spillman Application Administrator Requirements 6.1 The designated Spillman Application Administrator must be certified by Spillman within one year of the agency's go -live date of the Licensed Program. The designated administrator must meet the following requirements in order to certify at the basic level: 6.1.1 Attend and participate in, and successfully pass the final written and practical examinations from the following courses within one hundred twenty (120) days of installation of the Licensed Program. i. System Introduction — Inquiry, ii. System Introduction — Data Entry & Modification, iii. Unix Fundamentals Training (AIX, or HP-UX), iv Basic System Administration, and v Spillman training applicable for the Spillman applications used by Customer. 6 1.2 Pass the Basic SAA exam within one year after the agency's go -live date. 6.2 Customer will be responsible for the costs of such training, including any course fees, travel and lodging expenses. Spillman agrees and acknowledges that it will receive no benefit or income from Customer's attendance at required courses or examinations except for costs directly associated with providing training and / or examinations, if applicable. 6.3 Contact information for the Spillman Application Administrator(s) must be provided to Spillman in writing and signed by an authorized representative of Customer Further any/all changes in the assigned Spillman Application Administrator shall be provided to Spillman in writing and signed by an authorized representative of Customer 6 4 Requests for support services received from anyone other than a Spillman Application Administrator, as identified in the Customer's written notification, will be refused, except in the case of a system emergency, when such request for 3 Contingent Purchase Agreement ATTACHMENT "D" service shall be accepted by Spillman from an authorized representative of Customer other than the Application Administrator Such other authorized Customer representative shall be identified in the same manner as is the Spillman Application Administrator For purposes of this Section of this Agreement, a system emergency shall be defined as an actual or imminent failure of the system as a whole or of any major segment or module of the system that could place Customer's employees or constituents in danger of loss of life or property. 6.5 Each designated Spillman Application Administrator must be qualified to address, or have other support resources to address, without the aid of Spillman, all problems relating to hardware, software or operating system not directly associated with the Licensed Program. Section 7: Fees and Charges 7 1 Customer shall pay Spillman the Support Fee, as set forth in the Purchase Agreement, and any other charges or fees described and agreed to herein. Spillman reserves the right to change its Support Fee subject to the terms and conditions as described in the Contingent Purchase Agreement. Second -year level support fees, as referenced in the Purchase Agreement between Spillman and Customer, are charged beginning 12 months after the Customer's "go -live" date with the Spillman licensed Program. Adjustments to Support Fees may result from changes in (1) software prices, (2) number of software modules used, (3) an increase in Customer's size (as further described in Section 7 6), (4) Coverage Hours selected by Customer, or (5) violation of the restrictions set forth in Section 4.4 of this Agreement. 7.2 Spillman shall invoice Customer for annual Support Fees at the beginning of each calendar year Spillman shall notify Customer of any change in the annual Support Fees no later than July 315t of the year prior to the year in which the fee increase will become effective. In the event that additional billable work is performed, all billable charges and expenses will be invoiced to Customer at the beginning of the month following the month in which they were incurred. Customer shall pay the undisputed invoiced amounts immediately upon receipt of such invoices. Any undisputed amount not paid within thirty (30) days after the invoice date shall bear interest at the lesser of twelve (12) percent per year or the highest rate allowed by applicable law 7 3 Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, networks and other products necessary to operate the Licensed Software. 7 4 Customer agrees to pay additional charges according to the Spillman Fee Schedule for all work required by Customer and performed outside of Coverage Hours. These charges are applicable for any work performed outside of the Coverage Hours, regardless of the cause, even if the requested work was reported and/or initiated during normal Coverage Hours. Not withstanding the above, Customer will not be responsible for and Spillman will not bill Customer for hours worked by Spillman outside of the Coverage Hours which were necessary to correct an error in the system and to provide the related "temporary fix", as defined in Section 3 3 herein, to Customer 7.5 Should Customer request onsite support services, Customer shall reimburse Spillman for all labor hours worked, travel, and related expenses incurred by Spillman in providing such support services. Spillman shall submit all such travel related expensed to Customer in advance, only those expenses approved by Customer in writing will be eligible for reimbursement. 7.6 Additional Support Fees are also due if there is a significant increase in Customer's size with respect to use of the Licensed Program, subject to the limitations described in the Contingent Purchase Agreement. An increase in size may arise either out of Customer's internal growth or out of a Host Agency/Shared Agency arrangement as described in Section 2.5 and Exhibit A of the License Agreement. Relevant factors include number of employees, number of dispatchers and/or number of jail beds. Any such fee increase will be effective at the first of the subsequent year, so long as proper notification was provided to Customer, as described in Section 7.2, herein. Section 8: Proprietary Rights 8.1 All Releases and any other Spillman software or materials provided by Spillman to Customer hereunder shall be deemed part of the Licensed Program and are licensed to Customer pursuant to the terms and conditions of the License Agreement. 8.2 The Licensed Program and all Releases thereto are and shall remain the sole property of Spillman, regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Spillman for the use of the work product. Customer agrees, from time to time, to take such further action and execute any further instrument, including documents of assignment or acknowledgment, as may be reasonably requested by Spillman in order to establish and perfect its exclusive ownership rights. Customer shall not assert any right, title, or interest in such works, except for the non-exclusive right of use granted to Customer at the time of its delivery or on -site development. Customer agrees to provide Spillman with copies of such works upon request. Section 9: Disclaimer of Warranty & Limitation of Liability 9 1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, iN SECTION 8 OF THE LICENSE AGREEMENT, IN THE CONTINGENT PURCHASE AGREEMENT AND / OR IN SPILLMAN'S RESPONSE TO CUSTOMER'S RFP # 10809P, SPILLMAN DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE LICENSED PROGRAM, RELEASES, AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY 4 Contingent Purchase Agreement ATTACHMENT "D" INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES WHATEVER, HOWEVER CAUSED, EVEN IF SPILLMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The cumulative liability of Spillman to Customer for all claims arising in connection with this Agreement shall not exceed the total fees and charges paid to Spillman by Customer under this Agreement from the date the cause of action arose to the then present date. 9.3 No action, whether based on contract, strict liability, or tort, including any action based on negligence, arising out of the performance of services under this Agreement, may be brought by either party more than three (3) years after such cause of action occurred. However, action for nonpayment may be brought within two (2) years of the date of the last payment was received by Spillman. Section 10: Termination 10.1 This Agreement shall automatically terminate immediately upon termination of the License Agreement for any reason. 10.2 Either party may terminate this Agreement: 10.2.1 If either Spillman or Customer provides a written notice to the other party, at least 90 days prior to the end of the then -current Term, of its intent to terminate this Agreement at the end of such Term; or 10.2.2 Upon 30 days prior written notice, if the other party has materially breached any provision of this Agreement and the offending party has not cured such breach within the 30-day notice period. 10.3 Following termination of this Agreement:, (1) Spillman shall immediately invoice Customer for all accrued fees, charges, and reimbursable expenses, and Customer shall pay the undisputed invoiced amount immediately upon receipt of such invoice (the parties will discuss and attempt to resolve any disputes with respect to such fees; Spillman may pursue legal action to recover such amounts if the dispute is not resolved between the parties), and (2) Spillman shall, within 30 days, reimburse Customer for the prorated portion of the annual Support Fees based on the number of months remaining in the current term of this Agreement. Section 11: Miscellaneous 11 1 Spillman and Customer acknowledge that they have read this Agreement in its entirety and understand and agree to be bound by its terms and provisions. Spillman and Customer further agree that this Agreement and the Contingent Purchase Agreement are the complete and exclusive statements of agreement of the parties with respect to the subject matter hereof and that this Agreement supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between Spillman and Customer with respect to the Computer Software End - User Support Agreement. However, both parties acknowledge and agree that the Contingent Purchase Agreement governs and controls any and all conflicting language between these Agreements. This Agreement may not be modified except by a written instrument duly executed by the parties hereto. 11.2 In the event that any term or provision of this Agreement is held invalid, illegal, or unenforceable, it shall be severed and the remaining terms and provisions shall be enforced to the maximum extent permitted by applicable law. 11.3 Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party, except to a successor of all or substantially all of its business and assets. If Customer reasonably objects in writing to a successor of Spillman within 30 days of receiving notice of the assignment or proposed assignment, Customer may terminate this Support Agreement upon 30 days written notice to Spillman and Spillman will reimburse to Customer a prorated amount of Customer's annual Support payment, based on the number of months left in the then -current term. 11 4 The waiver by either party of any term or provision of this Agreement shall not be deemed to constitute a continuing waiver thereof unless specifically stated in the waiver, nor shall it be deemed to constitute any further or additional right that such party may hold under this Agreement. 11.5 This Agreement will be governed by the laws of the state of Washington. The parties hereby submit to the exclusive jurisdiction and venue of Yakima County, Washington State with respect to any action between the parties relating to this Agreement. In any such action, the prevailing party shall be entitled to an award of its reasonable costs and attorneys' fees from the other party to the extent permitted by Washington law. 11.6 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with provisions for a receipt to the following contacts, or as may be updated from time to time: Customer: 1. County Commissioners, Yakima County, 128 No. 2"d Street, Yakima Wa. 98901, and 2 Dick Zais, City Manager, City of Yakima, 129 No 2"d Street, Yakima, Wa. 98901, and 3 Executive Board President, YAKCORPS, address to be provided, . Spillman Technologies, Inc.: [Title] 4625 West Lake Park Blvd. Salt Lake City, UT 84120 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below 5 Contingent Purchase Agreement ATTACHMENT "D" Section 12: Signatures Accepted and Approved: Customer Y Print Nam tit i. eat() p Title. Date: f W Spillman Technologies, Inc By 0" _ Prim Name Lance Clark Title. President Date Spillman Contingent Purchase Agreement ATTACHMENT "E" Integrated Public Safety System Project (IPSS) Outline and Work Flow Page 24 of 26 Spillman Contingent Purchase Agreement ATTACHMENT "E" Integrated Public Safety System Project (IPSS) Outline and Work Flow A. General Project Flow and Time Lines (durations): Spillman anticipates the first systems may "go live" approximately nine months after commencement of the implementation phase. Note: The final project schedule, list of tasks and timelines for each task will be determined by mutual agreement of the parties during the pre -implementation meeting (PIM), which will be held immediately upon commencing of implementation and payment by customer of the first Phase I milestone payment, per Section 6 of this Agreement. B. Spillman shall provide a Project Manager acceptable to customer. Additionally, Mr. Corey Roberts will be assigned to oversee the assigned project Manager responsible for customer's implementation. Spillman's project manager will be responsible for oversight of the project, including maintaining project's authorized cost, scope and schedule, in cooperation and in conjunction with Customer's project manager. C. Customer shall provide a Project Manager for this project who will act as the primary contact and liaison for Customer and who will be responsible for oversight of the project, including maintaining project's authorized cost, scope and schedule, in cooperation and in conjunction with Spillman's project manager. Page 25 of 26 Spillman Contingent Purchase Agreement ATTACHMENT "F" Fee Schedule — Additional Support Services Page 26 of 26 e`n v^. Department: Process* Subject: Support Support Pricing Support Fee Schedule Process Definition rotes 5,Tirg±i P Mi•ii7r F vki:J:y.;:t7.:'''14'„,Z::t. ..:,�,,ya: iFZ b, , .;,-" ; 0 4 % Yi:,'`s ;�r;;. ,. `. .ti: ,;:,,��i!r�'. ,. a;lirt,, `ny � b` 'L�� Custom Programming Done By Support Department (During normal working hours 8 A.M. to 5 P. , Monday through Friday, excluding holidays) On -Site Support Calls (Trager' dIIYOn-Site Work Time) $165 00/hour $165 00/hour + Travel Expenses, Per Diem After Hours Support Calls ($165.00 * 1.5) $247 50/hour After Hours Support Calls ($165.00 * 2.0) $330 00/hour (Sundays & Holidays) Clients without current maintenance contract $330.00/hour Payment must be received at STI prior to service After hour call pricing will be determined on an individual basis A minimum of at least .50 hours will be billed for all billable service calls. See Support Software Policy (SU12) for definitions of after hour calls Non -Spillman Customers (For customers leaving STI, typical base pricing for cj�,fnping all tables to txt files starts at 20 hours X-ctxrrci IIy rate $405 — $3,3A8}h, Q ■ We must have connectivity to the server. (acceptable to Spillman Technologies Inc.) • Data will be extracted and copied on the current server. Data will not be moved by the Spillman Technician No modification of data will be made. Mock Upgrades Mock upgrades for practice database start at 8 hours * current hourly rate It should be noted that the mock upgrade will include Spillman copying and setting up the core Spillman product only. No mobile, interfaces, etc Including 911, livescan, and Statelink. The customer MUST also have ALREADY enough disk space to cp the entire Spillman database and executables plus have 1 gig of free space for the upgrade utilities. 0 Table of Contents.doc End II I / Spi//�,ii*�Ja v. Acts .+iaed c.A4 eS �IQ T'Q4W�(T/ mLe A� cE cel - 0 /76 Gl14R9 42. 412. i � dicn� in �(/ - b(�S -149 4 i 1 ' a,J G/���� al iele14 t/115 g. ec �e r, p_e A.pr„ dpete r�tw . 77/// PROCESS DEFINITION 1 NI et,ti Dawn Soasc4 0)4 r ‹. F'rcha5e. Software Purchase Agreement With Yakima Consortium for Regional Public Safety (YAKCORPS) In response to Request for Proposal (RFP) #10809P March 2011 2 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Software Purchase Agreement Table of Contents Section: 1. Pricing Proposal (Sales Quote) Terms and Conditions 4 6 2. Definitions 6 3. Payment Terms 8 4. Travel Expenses 9 5. Taxes and Assessments 9 6. Escrow Agreement 9 7. JustWare Support and Upgrades 10 8. JustWare API Support and Upgrades 10 9. Software Delivery and Project Start 11 10. Warranty 11 11. Default 11 12. Mutual Indemnification and Hold Harmless 12 13. Insurance 13 14. Governing Law, Jurisdiction and Venue 14 15. Severability 14 16. Confidential 14 17. Force Majeure 14 18. Assignment 14 19. Waiver 15 20. Independent Contractor Status 15 21. Nondiscrimination Provision 15 22. The Americans With Disabilities Act 15 23. Compliance With Law 15 24. No Insurance 16 25. No Conflict of Interest 16 26. No Third Party Rights 16 27. Survival 16 28. Null and Void 16 29. Notices 16 30. Dispute Resolution 17 31. Entire Agreement 17 Continued next page -2- 3 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Appendix: Appendix A - Statement of Work System Delivery System and Application Installation System Configuration Interfaces and JustWare API System Tests System Training System Documentation Final System Acceptance Project Management Business Intelligence Services Appendix B - System Requirements and Recommendations Domain Controller SQL Server Reporting Services (SRS) Database Server JustWare Web Server JustWare Client Barcode Scanner JustWare Document Server Appendix C - Contract Signing Invoice Addendums: Addendum 1. - JustWare License Agreement Addendum 2 - JustWare API License Agreement Addendum 3 - JustWare API Support Agreement Addendum 4 - Escrow Agreement Addendum 5 - JustWare Support Agreement -3- 4 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Section 1 - Pricing Proposal (Sales Quote): YAKCORPS 129 North 2nd Street, Room 329 Yakima, WA 98901 Proposal Number: QT-1633/4 Proposal Creation Date: March 23, 2011 Quoting Period: October 1, 2010-March 31, 2011 Proposal Expiration Date: March 31, 2011 ustWare Software List Price Item Rebate Discount Net Price 71 Full Licenses JustWare Prosecutor— Full Licenses; Version 5.2 or newer $3,250.00 ($1,385.00) ($98,335.00) $132,415.00 3 Read Only Licenses JustWare Prosecutor —Read Only Licenses; Version 5.2 or newer $3,250.00 ($2,318.00) ($6,954.00) $2,796.00 1 named user licenses JustWare API; Version 5.4 or newer $27,000.00 ($22,000.00) ($22,000.00) $5,000.00 1 Site License Webview Site License 33,760.00 Total Software Discount: $127,289.00 ustWare Professional Services Total Software: $173,971.00 Estimated Hours (Units) Title of Service: Per "Unit" List Price Per "Unit" Discount Total Discount Cost to Customer 16 hours Document Author Training - Online—Reseller Discount $190.00 ($19.00) ($304.00) $2,736.00 120 hours Project Management ($19.00) ($2,280.00) $20,520.00 88 hours JustWare Configuration $190.00 ($30.00) ($2,640.00) $14,080.00 6 hours JusticeWebview Installation $125.00 ($13.00) $112.00 $672.00 60 hours JusticeWebview Configuration & Training $190.00 ($30.00) ($1,800.00) $9,600.00 18 hours Project Documentation Services $125.00 ($13.00) ($234.00) $2,016.00 8 hours JustWare Online Installation $125.00 ($12.50) ($100.00) $900.00 36 hours JustWare Onsite Administrator Training—Reseller Discount $190.00 ($19.00) ($684.00) $6,156.00 24 hours JustWare Onsite Start Meeting & Req. Gathering $190.00 ($19.00) ($456.00) $4,104.00 24 hours JustWare Post 90 Days Go Live Onsite Assistance $190.00 ($19.00) ($456.00) $4,104.00 16 hours JustWare Report Author Training - Online $190.00 ($19.00) ($304.00) $2,736.00 48 hours JustWare Onsite Training & Go Live (multi -trainer) $380.00 ($38.00) ($1,824.00) $16,416.00 240 hours Business Intelligence Services $125.00 ($15.00) ($3,600.00) $26,400.00 Total Software Discount: $12,882.00 Total Services: $110,440.00 -4- 5 J New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Add -on and third party software 4 developer licenses Document Author Software $1,180.00 20 named users Fees Document Imaging Included Total Add -on and third party software: $1,180.00 Annual Escrow Fee $285.00 Total Fees: $285.00 Total Proposal Cost: $285,876.00 Annual Suvvort & Subscription Fees ** List Price Item Rebate Discount Due Jan 10, 2012 JustWare Support and Upgrades $747.00 ($297.00) ($21,978.00) $33,300.00 Due Jan 10, 2012 JustWare API annual support & upgrades $7,750.00 ($4,900.00) ($4,900.00) $2,850.00 Due Jan 10, 2012 Web view Support and Upgrades $7,500.00 Total Support/Subscription Fees: $43,650.00 * Prices do not include applicable sales tax. Customer agrees that pricing and rates provided are exclusively for this Agreement and not future agreements unless expressly stated. ** Purchase of system support is at customer's option, as described in Sections 3, 7, and 8 herein and in as per Addendums 3 and 5, attached hereto. 1.2. Sale and License New Dawn hereby sells and licenses to Customer and Customer agrees to purchase and license from New Dawn for Customer's purposes the Product. Customer is hereby licensed to use New Dawn's JustWare Software Modules as itemized above and included herein, and defined in the Statement of Work, attached hereto, contingent upon the execution of New Dawn's JustWare Computer Software License Agreement, which is attached hereto as Addendum 1, and incorporated herein. This Agreement will not commence until both parties have executed the separate License Agreement contained in Addendum 1. -5- 6 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement This Agreement is made this day, by and between New Dawn Technologies hereinafter referred to as New Dawn, and the Yakima Consortium for Region Public Safety (YAKCORPS) hereinafter referred to as "Customer". New Dawn is a software vendor that owns and licenses software known as JustWare. YAKCORPS is a consortium comprised primarily of public safety agencies within Yakima County, Washington State. The terms and condition of this Agreement, including all Attachments and Addendums attached hereto, shall be, at a minimum, in accordance with and subject to New Dawn's Response to Customer's Request for Proposal (RFP) #10809P. It is implied in this Agreement, including all Attachments and Addendums hereto, that all efforts by and all responsibilities of New Dawn and Customer shall be made in Good Faith and according to prudent and reasonable industry practices for software system implementations; any issues that may arise will be discussed, handled, and resolved professionally and in Good Faith between Customer Project Management and New Dawn Project Management. Terms and Conditions Section 2. Definitions 2.1 "Acceptance" Refers to a definitive point of acceptance of software or services or of a task included in the project plan; the project plan is to be developed and agreed to by New Dawn and the Customer after execution of this Agreement. The specific items or project milestone (software, service, task or system/project completion) to which acceptance is referenced in this Agreement shall be deemed Accepted if: (a) The Customer provides New Dawn with written (including email) notification of acceptance, or (b) The Customer provides neither a notice of acceptance nor a notice of deficiencies to New Dawn within ninety (90) calendar days after completion, as defined in the Statement of Work included herein as Attachment A, or as defined in the project plan, of the referenced work item, (task, service or software installation / implementation and/or system completion) the referenced work item will be deemed accepted. 2.2 "Agreement" This Software Purchase Agreement, including, and incorporated by reference and attached hereto, Appendix A, Scope of Work, and Appendix B, System Requirements and Recommendations and Addendum 1, JustWare License Agreement; Addendum 2, JustWare API License Agreement; Addendum 3, JustWare API Support Agreement; Addendum 4, Escrow Agreement; and Addendum 5, JustWare Support Agreement, and, incorporated herein by reference, New Dawn's response to Customer's Request For Proposal (RFP) #10809P 2.3 "Application" Refers to any software that Customer will need to install and may include but not limited to the JustWare Servers Software, JusticeWebview Servers Software , JustWare API, and more. 2.4 "Customer RFP" Refers to Customer's Request for Proposal (RFP #10809P.) 2.5 "Defect" Any failure of the System or any Deliverable to operate in conformity with the System Specifications as defined in system documentation and this Agreement. - 6 - 7 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 2.6 "Deliverable" Each part or component of the JustWare product purchased by the Consortium, described in the Pricing Proposal in Section 1, herein, including all applicable Vendor Equipment, Programs, and Services, to be delivered by New Dawn, in accordance with this Agreement . 2.7 "Delivery" The transfer of all New Dawn Technologies product(s), add -on product(s), product(s) documentation, product(s) installation documentation (not including third party software purchased) to Customer's possession. The items previously noted will be provided upon the signing of this Agreement; excludes the services to be provided to Customer related to said products and included in this Agreement. 2.8 "Product" - The product is the JustWare Software, 3rd.Party Software, Services and Support as itemized in Section 1, Pricing Proposal (Sales Quote) and as referenced throughout this Purchase Agreement, are collectively referred to as the "Product". 2.9 "Program." Individual computer executable component of the Software. 2.10 "Project." Includes all aspects of implementing the JustWare and 3rd party products and services included in this Agreement at Customer's site(s) from point of execution of this Purchase Agreement through successful implementation of all products into customer's production environment and through customer's post go -live acceptance of system. 2.11 "Start Meeting" First Official project team planning meeting of the key members of each party's • implementation team to occur after the Purchase Agreement is fully executed by both parties, and agreed upon Contract Signing payments are received by JustWare, to kick-off the project and to discuss and coordinate the implementation of the product. 2.12"Software" The compilation of, machine readable code 2.13 "System" The compilation of networked computer programs, products, subsystems, interfaces and ancillary systems included in this -Agreement, and includes the Equipment and the Software, as described in this Agreement. - 7 — 8 j New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Section 3. Payment Terms Summary: Total due— Upon Software Install & Acceptance Total due — Upon Go Live: Total due —Implementation. Completion & Acceptance: Grand Total: $141,676.00 $ 72,100.00, $ 72,100.00 $ 285,876.00 Product or Service Total Upon Software Installation and Acceptance Upon System Go -Live Upon System Completion and Acceptance JustWare Configuration $14,080.00 7,040.00 $7,040.00 JusticeWebview Installation $672.00 $336.00 $336.00 JusticeWebview Configuration $9,600.00 $4,800.00 $4,800.00 Project Documentation Services - $2,016.00 $1,008.00 $1,008.00 JustWare Online Installation - Reseller Discount $900.00 450.00 $450.00 JustWare Onsite Start Meeting & Req. Gathering - Reseller Discount $4,104.00 $2,052.00 $2,052.00 JustWare Onsite Training & Go Live (multi -trainer) - Reseller Discount $16,416.00 $8,208.00 $8,208.00 Business Intelligence Services - $26,400.00 $13,200.00 $13,200.00 Project Management - Reseller Discount $20,520.00 $10,260.00 $10,260.00 JustWare Onsite Administrator Training - Reseller Discount $6,156.00 $3,078.00 $3,078.00 JustWare Post 90 Days Go Live Onsite Assistance - Reseller Discount $4,104.00 $2,052.00 $2,052.00 JustWare Report Author Training (Ad - Hoc Report Training Using MS Report Builder) - Online $2,736.00 $1,368.00 $1,368.00 Document Author Training (JustWare Document Automation Using JDA Tool) - Online $2,736.00 $1,368.00 $1,368.00 Annual Escrow Fee ($285. annually) $285.00 Licenses: JustWare API $5,000.00 $5000.00 JustWare Prosecutor - Read Only. $2,796.00 $2,796.00 . JustWare Prosecutor - Full Licenses $132,4150.00 $132,415.00 Document Author Software $1,180.00 $1,180.00 Web view Site License $33,760.00 $16,880.00 $16,880.00 Grand Total Software and Services $285,876.00 $141,676.00 $72,100.00 $72,100.00 - 8 - 9 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement ort and Updates' JustWare Annual Support and Upgrades $33,300.00 JustWare API Annual Support & Upgrades $2,850.00 JustWare Web view Support and Upgrades $7,500.00 Total Year 1 Software Support * $43,650.00 Payment per Support Agreement * * Support and upgrades will be provided by justWare and paid by Customer as stated in Sections 7 and 8 included herein and in Addendums 3 and 5 attached hereto. System and Application Acceptance deliverable will expire one (1) year from the Contract Signing Date unless otherwise scheduled as part of the Project Plan. Section 4. Travel Expenses 4.1 Description - Actual travel costs associated with on -site visits by New Dawn to Customer's site, including any airfare, hotel, rental car and/or shuttle, food and minor expenses associated for authorized travel, are included in the Professional Services costs defined in Section 1, above. Section 5. Taxes and Assessments 5.1 Customer is solely responsible for payment of any taxes resulting from Customer's acceptance of this Agreement and Customer's possession and use of the Product. 5.2 New Dawn shall be solely responsible for compensating its employee(s) and for paying all related taxes, deductions and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and other deductions from income which may be required by law. Section 6. Escrow Agreement 6.1 New Dawn and Customer Responsibilities a. New Dawn and Customer shall enter into the Escrow Agreement attached hereto as Addendum 4, and incorporated herein. b. New Dawn shall place one copy of the Source Code and any related documentation and specifications for all JustWare software and interfaces included in this Agreement into escrow, as required in the Integrated Public Safety System Request For Proposal (RFP) # 10809P. New Dawn agrees that this Source Code will contain all information necessary to enable a reasonably skilled programmer or analyst to understand, maintain, use and correct the Object Code. c. Customer may access the Source Code only in the event of one or more of the following circumstances occurring: (1) New Dawn Technologies goes out of business, (2) New Dawn Technologies fairs to support product in the manner described in the associated Support - 9 - 10 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Agreement(s), or (3) New Dawn Technologies sells the Software included in this Agreement, in whole or in part, to a 3rd party — unless the Customer approves, in writing, such sale in advance of its effective date, which approval may be withheld only for good cause. d. Upon each future release of product, New Dawn shall place the source code for the updated product and related documentation into escrow. 6.2 The terms of the Escrow Agreement shall require the Escrow Agent to release the Source Code and other materials in their possession to the Customer, upon Customer's request in the event that New Dawn is obligated to provide the JustWare source Code to Customer under the terms of this Section, and New Dawn fails to do so. 6.3 The Escrow Agreement attached hereto as Addendum 4 may be updated from time to time as mutually agreed to, in writing, by both parties. 6.4 In the event the Escrow Agent ceases to provide the services stated in this Section of the Agreement and as described in the Escrow Agreement attached hereto as Addendum 4, New Dawn shall immediately: (1) advise Customer of this situation, (2) enter into a new Escrow Agreement, with an Escrow Agent satisfactory to Customer, and with the same or substantially the same terms and conditions as described in Section 6 of this Agreement and as stated in the then current Escrow Agreement, unless otherwise agreed to, in writing, by customer. If a satisfactory Escrow Agent or Agreement can not be immediately obtained, New Dawn shall provide Customer with the source code and documentation previously held by the Escrow agent and shall provide Customer with future updates to the Source code and documentation just as would have been required to be provided to the Escrow Agent under the terms of this Agreement. Section 7. JustWare Support and Upgrades 7.1 JustWare Support provides a mechanism for the Customer to receive JustWare Software assistance, interim and full upgrades of all products, systems and documentation related to its use on an ongoing basis, per the JustWare Support Agreement attached hereto as Addendum 5, and incorporated herein. New Dawn agrees to limit annual price increases for Support and Maintenance of its systems to not more than 4.0% of the previous year's amount. 7.2 JustWare support is included in the purchase price of this Agreement for an initial period that shall run from the date this Agreement is signed through December 31, 2011. After this initial period, Customer may, at Customer's sole discretion, purchase on -going annual maintenance and support for the JustWare products, per the terms of the Support Agreement attached hereto as Addendum 5, and as may be updated from time to time by the mutual written consent of both parties. Should Customer desire to purchase on -going support, Customer will pay the annual support fee, per the terms of this Section of the Purchase Agreement and the Support Agreement. A decision by Customer not to purchase on -going support from New Dawn shall have no bearing on this Agreement nor on the License Agreement attached hereto as Addendum 1. Section 8. JustWare API Support and Upgrades 8.1 JustWare API annual support & upgrades agreement provides a mechanism for Customer developer level / development resources to receive technical support from New Dawn's online API support forum (moderated by New Dawn development resources) on the use of the JustWare API and receive interim - 10 - 11 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement and full upgrades and systems related to its use on an ongoing basis, per the JustWare API Support Agreement attached hereto as Addendum 3 and incorporated herein. New Dawn agrees to limit annual price increases for Support and Maintenance of its API system to not more than 4.0% of the previous year's amount. 8.2 JustWare API support is included in the purchase price of this Agreement for an initial period that shall run from the date this Agreement is signed through December 31, 2011. After this initial period, Customer may, at Customer's sole discretion, purchase on -going annual maintenance and support for the JustWare API products, per the terms of the Support Agreement attached hereto as Addendum3, and as may be updated from time to time by the mutual written consent of both parties. Should Customer desire to purchase on -going support, Customer will pay the annual support fee, per the terms of this Section of the Purchase Agreement and the Support Agreement. A decision by Customer not to purchase on -going support from New Dawn shall have no bearing on this Agreement nor on the License Agreement attached hereto as Addendum 2. Section 9. Software Delivery and Project Start Unless specified otherwise, any/all software purchased, documentation required for installation, and license keys will be immediately provided to Customer upon signing of this agreement. The project Start Meeting, which kicks off the start of the project and will occur on mutually agreed upon dates after the receipt of the contract signing payment, as described in the Payment Terms, Section 3, herein. Section 10. Warranty 10.1 New Dawn warrants, for the benefit of the Customer and all its' members only, that at the time of completion of delivery, installation and implementation of the Product and for a minimum of one year thereafter, that the Product shall conform and function to the written specifications supplied to Customer by New Dawn, as included in this Agreement. 10.2 Further, New Dawn warrants, for the benefit of the Customer and all its' members only, that the Product shall conform and function to the written specifications supplied to Customer by New Dawn for as long as the JustWare License Agreement, attached hereto as Addendum 1, is in effect. 10.3 New Dawn warrants that it has full power and authority to grant the licenses the rights granted under this Agreement, the JustWare License Agreement and the API License Agreement. New Dawn warrants that neither the license to use nor the use by Customer of the Product will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other intellectual rights of any third party. Customer's exclusive remedy for a breach of this warranty is set forth in Section 12, Mutual Indemnification. Section 11. Default 11.1 Any of the following shall constitute an "Event of Default" under this Agreement. a. Customer's failure to pay to New Dawn any undisputed charges, costs, or other payment accruing hereunder within sixty days (60) of invoice, if such delinquency has not been corrected within ten (10) business days after New Dawn has given Customer written notice of such delinquency; or b. Customer's failure to perform any significant obligation set forth in this Agreement, including Appendix(s) and Addendums, and including any act of repudiation or wrongful rejection of the product. If such failure has not been corrected within sixty (60) days after New Dawn has given Customer written notification; or - 11 - 12 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement c. New Dawn's failure to perform their obligations as set forth in this Agreement, including Appendix(s) and Addendums, if such failure has not been corrected within sixty (60) days after Customer has given New Dawn written notice of such failure. 11.2 Upon the occurrence of any Event of Default: (a) the corresponding party may halt all pending or planned activities under this Agreement; (b) New Dawn may seek payment for any software product delivered and in the possession of the Customer or service provided by New Dawn, then due and payable in accordance with the agreed upon payment terms; (c) the corresponding party may terminate this Agreement and invoke all rights the party possesses upon termination, and (d) if Customer remains liable for any monetary obligation created under this Agreement, New Dawn may accelerate and declare all obligations of Customer then due per the terms created under this Agreement to be immediately due and payable by Customer and may proceed against Customer in any lawful way for satisfaction of such sum, or repossess so much of the Product as remains in Customer's possession. Customer acknowledges that the monetary obligations of the Customer to New Dawn under the Agreement constitute a commercial account. Customer shall pay, in addition to all other amounts owed to New Dawn, interest calculated at one half percent (0.5%) or the highest rate allowed by applicable law per month if less than 0.5% on all undisputed amounts that have not been paid to New Dawn pursuant to the terms of this Agreement. Customer shall pay all costs of collection of all undisputed amounts, including reasonable attorney's fees whether or not suit is instituted. Section 12. Mutual Indemnification and Hold Harmless 12.1 Customer shall indemnify and hold New Dawn Technologies, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with : (i) a claim alleging that use of the Customer's Data infringes on the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that New Dawn Technologies; (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally releases New Dawn Technologies of all liability and such settlement does not affect New Dawn Technologies' business); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim. 12.2 New Dawn Technologies agrees to protect, defend, indemnify and hold harmless Customer, its members, elected officials, officers, employees, agents and volunteers from and against any and all claims, costs, damages, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Product infringes a valid copyright, a trademark, trade secret or other proprietary right of a third party and as set forth herein and in the JustWare License Agreement; (ii) a claim, which if true, would constitute a violation by New Dawn Technologies of its representations or warranties; or (iii) a claim arising from breach of this Agreement by New Dawn Technologies; provided that Customer (a) promptly give written notice of the claim to New Dawn Technologies; (b) give New Dawn Technologies sole control of the defense and settlement of the claim (provided that New Dawn Technologies may not settle or defend any claim unless it unconditionally releases Customer of all liability); (c) provide to New Dawn Technologies all available information and reasonable assistance; and (d) has not compromised or settled such claim. - 12 - 13 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 12.3 New Dawn Technologies' obligation to defend, indemnify and hold Customer harmless for claims of infringement may be limited to the extent that a claim of infringement is based on (a) Customer's unauthorized modification of the software and the alleged infringement would not have occurred but for such unauthorized modification or (b) Customer's failure to adhere to New Dawn's instructions for the use and maintenance of the Software and the alleged infringement would not have occurred but for such failure. Section 13. Insurance 13.1 New Dawn will obtain and maintain the following lines and amounts of insurance coverage at all times during performance of the project; New Dawn shall secure and maintain in effect insurance to protect the Customer from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. New Dawn shall provide and maintain in force insurance in limits no less than that stated below, as applicable. 13.2 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, New Dawn shall provide the Customer with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the Customer, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Customer thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 13.3 Commercial Automobile Liability Insurance. a. If New Dawn owns any vehicles, before this Agreement is fully executed by the parties, New Dawn shall provide the Customer with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If New Dawn does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in Section 13.2 of this Agreement, which entitled "Commercial General Liability Insurance". c. Insurance Certificates: Under any situation described above in this Section 13, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the Customer, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the Customer" shall be crossed out and initialed by the - 13 - 14 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement insurance agent). The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 13.4 Professional Liability Coverage: Before this Contract is fully executed by the parties, New Dawn shall provide the Customer with a certificate of insurance as proof of professional liability coverage with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall contain a clause that the insurer will not cancel or change the insurance without first giving the Customer thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the Customer" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this Agreement. Section 14. Governing Law, Jurisdiction and Venue This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Washington. Any action of law, suit in equity or other judicial proceeding arising under or out of this Agreement must be instituted and maintained only in a court of competent jurisdiction located in Yakima County, Washington. Section 15. Severability In the event that any provision of this Agreement will be unenforceable or invalid under any applicable law or court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, any such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of applicable law or applicable court decisions. Section 16. Confidential Customer agrees that the pricing and terms of this Agreement is confidential in nature and will not be posted on Customer's public website. New Dawn acknowledges that the information is obtainable via standard public record request. Section 17. Force Majeure Neither party will be liable hereunder by reason of any failure or delay in performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable non -financial control of such party. Section 18. Assignment Neither this Agreement nor any rights or obligations of either party hereunder may be assigned in whole or in part without the prior written approval of the other party, which approval will not be unreasonably withheld except as may be authorized elsewhere in this Agreement. However, a party may, upon notice to other party, assign this agreement to an affiliate or to a third party in connection with an assignment of all or substantially all of its assets to such third party. - 14- 15 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Section 19. Waiver The failure of either party to require performance by the other party of any provision hereof will not affect the right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Section 20. Independent Contractor Status New Dawn and the Consortium understand and expressly agree that New Dawn is an independent contractor in the performance of each and every part of this Agreement. New Dawn, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement free from supervision by the Consortium over the methods and details of performance except as provided herein. Additionally, and as an independent contractor, New Dawn and its employee(s) shall make no claim of Consortium employment nor shall claim against the Consortium any related employment benefits, social security and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employees, partnership or agency between New Dawn or any officer, employee or agent of New Dawn and the Consortium. Section 21. Nondiscrimination Provision During the performance of this Agreement, New Dawn shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. Section 22. The Americans With Disabilities Act New Dawn shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications. Section 23. Compliance With Law 23.1 New Dawn agrees to perform those services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local or otherwise. 23.2 Federal Agency Suspension and Debarment - New Dawn certifies that, to the best of their knowledge and belief, they: a. Have not been suspended, debarred, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. b. Have not within a 3-year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antirust statutes or commission of embezzlement, theft, forgery, bribery, falsification or - 15 - 16 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement destruction of records, making false statement, tax evasion, receiving stolen property, making false claims, or obstruction of justice; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 23.2 (b) above, and d. Have not within a 3-year period preceding the signing of this Agreement had one or more public transactions (Federal, State or local) terminated for cause of default. Section 24. No Insurance It is understood the Consortium does not maintain liability insurance for New Dawn and its officers, directors, employees and agents. Section 25. No Conflict of Interest New Dawn covenants that it does not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. New Dawn further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. Section. 26. No Third Party Rights This Agreement is entered into for the sole benefit of the Consortium and New Dawn. It shall confer no benefits or rights, direct or indirect, on any third persons, including employees of the parties. No person or entity other than the parties themselves may rely upon or enforce any provision of this Agreement. The decision to assert or waive any provision of this Agreement is solely that of each party. Section 27. Survival Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. Section 28. Null and Void This Agreement shall be null and void if any local labor union objects to this project on the grounds of displacing local labor. Section 29. Notices 29.1 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight deliver service with provisions for a receipt. 29.2 All such notices shall be sent to the parties identified in Section 29, Notices, of the Purchase Agreement, or as may be updated in writing from time to time. 29.3 Unless stated otherwise herein, all notices shall be in writing and sent to the parties to their addresses as follows: - 16 - 17 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement TO CONSORTIUM: And TO: Office of the City Manager City of Yakima 129 North Second Street Yakima, WA 98901 Office of County Commissioners Yakima County 128 North Second Street Yakima, WA. 98901 Frank Felice, Principal New Dawn Technologies, Inc. 843 South 100 West Logan, UT. 84321 Section 30. Dispute Resolution 30.1 Negotiations: In the event a dispute arises over the interpretation or application of any provision of this Agreement or the grounds for termination, the parties agree to meet within thirty (30) days of a request by one or both parties to resolve the dispute by negotiation. The parties shall act in good faith to resolve the dispute. 30.2 Mediation: In the event that the parties were not able to satisfactorily resolve a dispute through negotiations, as -outlined above, the parties shall endeavor to resolve claims, disputes and other matters in question between them by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation may bring final resolution to the matter, if both parties so decide. If final resolution is not reached, the parties may agree to arbitration, but only pursuant to a written agreement. 30.3 Court System: In the event that either party should elect to file a claim against the other in a court of law, such claim or filing shall be made in accord with Section 14, above. All discussions and documents prepared pursuant to the attempt to resolve a dispute under Section 30 are confidential and for settlement purposes only and shall not be admitted in any court or forum as an admission or otherwise against a party for any purpose including the applicability of Federal and State court rules. The parties agree to toll any applicable statutes of limitations during the pendency of any of the above dispute resolution proceedings. These dispute resolution provisions shall apply and are a condition precedent to either party utilizing any other remedies. Section 31. Entire Agreement This Agreement, as defined in Section 2 above, constitutes the entire Purchase Agreement between the parties, with respect to the products and services listed or attached hereto, and no amendment to this Agreement shall be binding on either party unless such amendment is in writing and executed by authorized representatives of both parties. The parties understand that this Agreement, as defined in Section 2 above, is an integrated Agreement and is the complete and exclusive statement of the parties' -17- 18 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement obligations and responsibilities, with respect to the products and services listed, attached or referenced herein, except as otherwise provided by law. This Agreement, as defined in Section 2 above, constitutes the entire understanding between the parties hereto and may not be modified and/or amended unless any such modification or amendment is reduced to writing and signed by both Customer and New Dawn. Customer understands and agrees that this Agreement supersedes any prior written or verbal agreement, promise, representation, understanding, or course of conduct between the parties. - 18 - 19 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Software Purchase Agreement - Contract Signing YAK 0 PS Authorized Signature Print Name of Authorized Signature C41.6 ,2 Hai Print Name of Authorized Signature S vP Title of Authorized Signature Title of Authorized Signature ( Signature Date Signature Date - 19 - 20 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Appendix A Statement of Work This Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the implementation of the products and services included in the Pricing Proposal in Section 1 of this Agreement. New Dawn reserves the right, as part of the requirements stated herein, to provide products and services of equal or better quality, of comparable value and functionality, and which are certified for operation with New Dawn systems, and the necessary customer interfaces thereto, that are available at the time of installation. These substitutions will be at no additional cost to the Customer, unless the scope of the project is modified by change order at customer's request. Deviations and changes to this SOW are subject to mutual agreement between New Dawn and the Customer as described in the Change Control Section below. Unless otherwise indicated from the context in which it is used, the word "system" will be used herein to as defined in the Definition Section 2 of this Agreement. Should changes from this Statement of Work be necessary or desirable, the Change Control Process outlined herein shall be utilized to authorize such changes. The work required by this SOW is divided into the following tasks and deliverables: 1. System Delivery - licenses and documentation 2. System and Application Installation 3. System Configuration 4. Interfaces and JustWare API 5. System Testing 6. System Training 7. System Documentation 8. System Acceptance 9. Project Management 10. Business Intelligence Services 1. System Delivery 1.1 System Software Licenses Number JustWare Named, full access user 71 JustWare Named, read only user 3 Web view (Site License) 1 JustWare API (Site License) 1 Document Imaging, Named, full access user 20 Document Author (JDA), full access user 4 - 20 - 21 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 1.2 New Dawn Responsibilities a. Provide Server Installation files for system software b. Provide licenses as described in this purchase agreement c. Provide documentation for each system component d. Provide a duplicate of all of the items noted in Section 1.2 above to the Escrow Agent immediately upon the completion of both the delivery to Customer and the execution of the Escrow Agreement attached hereto as Addendum 4, and provide proof of such to Customer. 1.3 Customer Responsibilities a. Acknowledge receipt of system, licenses and documentation. 2. System and Application Installation 2.1 The objective of this task is to install the JustWare software products on the Customer's applicable server(s) and, if required by Customer, install Microsoft SQL server; .this includes the tasks necessary to install JusticeWebview on Customer's a web server, but excludes JustWare's API, which is included in Section 3, below. 2.2 New Dawn Responsibilities a. Prior to installation, establish a remote access method with Customer. This remote connection will also provide regular access to the JustWare server and to JusticeWebview web server for ongoing support. b. Unless otherwise specified, New Dawn will install Applications and SQL Server (if requested) via designated online remote access method. c. Instruct key Customer personnel on how JustWare Server Installation software operates for client deployment, backup installation, and blank database creation purposes. d. Upon the request of the Customer, New Dawn will configure Snapshot replication between the JusticeWebview Server and the JustWare server. e. Instruct key Customer personnel on the location of the database files, including the JusticeWebview files that need to be regularly backed up. f. Install JustWare in a production and two additional environments (i.e. staging, testing or training). If the Customer requests additional installations of JustWare, additional fees may apply. g. If requested by Customer install Microsoft SQL server. 2.3 Customer Responsibilities a. Ensure that Application server(s) are set up, the operating system(s) is installed, client workstations are networked and New Dawn personnel have administrative privileges to install applications and SQL server (if needed).. b. Ensure that New Dawn personnel have administrative privileges to the Application server(s), JustWare template and document directories and at least one directory used for upgrades. Customer must ensure that all Application servers are part of Active Directory Network. c. Provide remote access method for New Dawn personnel to access Application server(s). d. Customer will monitor the status of Snapshot replication, if configured and notify New Dawn of any problems under the JusticeWebview support Agreement. e. Ensure that SQL Server database (JustWare and JusticeWebview database) files are backed up regularly. -21— 22 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement f. Will provide written Acceptance to New Dawn when applications have been successfully installed, license keys have been provided to Customer, and system is functioning as expected, per JustWare's documentation (refer to Section 2 for definition of acceptance). 2.4 Completion Criteria The purpose of this description is to provide a definitive point at which this project milestone is deemed complete, Customer may be invoiced for System Installation and subsequent project tasks may commence. a. This task is considered complete when New Dawn has completed the installation of the software applications, the license keys have been entered and the system has been accepted by Customer. b. This deliverable requirement will be scheduled and mutually agreed upon by both parties as part of the Project Plan. 3. System Configuration 3.1 The objective of this task is to configure the applications so that the Customer's system will function in a manner consistent with written specifications included in this Agreement and will take advantage of the advanced automation features of the application software.. This task will commence once the system has been successfully installed and accepted, 3.2 New Dawn Responsibilities a. Provide focused configuration services to Customer. Configuration services will focus on the following, at Customer's request: i. Screens, ii. Security Profiles iii. Data Partitioning iv. Code Partitioning v. Business Rules vi. Enhanced Business Rules vii. Auto -Number Generation viii. Default Agency Involvement ix. Default Case Involvements x. Default Event Involvements xi. Reminders xii. Report Setup b. Provide training, support and assistance to Customer's JustWare Administrators for each configuration item created during configuration. c. Provide detailed documentation of all Configuration specifications in accordance with Project Documentation Services. d. Use reasonable efforts to complete the Configuration, including training and documentation, as scheduled in the Project Plan, and in accordance with Purchase Agreement. e. Work with assigned Customer Project Manager to determine what configuration items will be addressed in each configuration meeting. 3.3 Customer Responsibilities a. Use reasonable efforts to complete the Configuration, including training, as scheduled in the Project Plan, and in accordance with Purchase Agreement. -22- 23 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement b. If services will be provided onsite, Customer shall provide a facility with computers available for attendees and the New Dawn personnel. These computers must have network connectivity to the JustWare Server, meet the minimum requirements for JustWare and have the JustWare software installed. c. If training has been scheduled, cancellation of training must occur 2 business days in advance of that training, if at all possible. If cancellation of the training occurs less than 48 hours prior to the training, the allocated training time may be billed to the Customer. d. Work with assigned JustWare Project Manager to determine what configuration items will be addressed in each configuration meeting. 3.4 Completion Criteria This task shall be deemed complete when: a. The system is configured in accordance with Customer business requirements and the Purchase Agreement; and b. New Dawn has provided the services as defined in the Purchase Agreement to Customer personnel; and c. Customer has placed system into production and subsequently notified New Dawn of System Acceptance. 4. Interfaces and JustWare API 4.1 New Dawn Responsibilities a. Provide JustWare API software key upon contract signing and provide instruction to Customer on how to install the JustWare API software key. b. Provide Developer Level forum assistance and documentation on how to utilize the JustWare API. c. Provide to Customer, at no additional cost, the codes, specifications and documentation of existing interface(s) to/from JustWare and Spillman Technologies Inc products currently in production in other JustWare customer environments. Customer acknowledges that New Dawn bears no responsibility for the accuracy or functionality of these existing interfaces and that these interfaces are provided to Customer exclusively as a good faith effort by New Dawn to provide Customer with example(s) of existing interfaces to their product. 4.2 Customer Responsibilities a. Write interface(s) to/from JustWare system and Spillman Technologies systems and ApplicationXtender and/or ApplicationXtender Web Access, and other miscellaneous interfaces that may be identified during the implementation project. Customer may utilize New Dawn's JustWare API in the development of these interfaces. b. Develop and perform tests of the interfaces to ensure proper functioning and data transfers are consistently occurring. 5. System Tests 5.1 Module and Interface Tests 5.1.1 This is a quality assurance task. The objective of this task is to ensure that each individual component or module of the system is functioning and performing properly on its own prior to connecting it to the integrated system, ensuring that it will function in a manner consistent with specifications, and will take full advantage of the advanced automation features of JustWare. The Customer has the responsibility to perform the acceptance testing, and New Dawn will support testing by providing troubleshooting services, correcting deficiencies and system errors. - 23 - 24 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 5.1.2 Customer Responsibilities a. Develop and perform tests of system components / modules to ensure they are operating properly and efficiently and provide accurate results. Test and re -test until problem is resolved and system consistently produces proper results. b. Provide JustWare with specific data regarding all errors identified during testing such that the problem can be recreated, if at all possible. c. Work cooperatively with JustWare personnel in an effort to accurately and expeditiously identify and resolve problems. d. Implement JustWare's recommendations for correction of system errors and deficiencies and retest to ensure satisfactory resolution has been attained. e. Repeat the above testing and error correction actions until system functions according to requirements and documentation contained in this Agreement, or notify New Dawn that system is not meeting the agreed upon specifications. 5.1.3. New Dawn Responsibilities a. Work cooperatively and in good faith with Customer to accurately and expeditiously identify and resolve problems. b . Assign knowledgeable and competent staff capable of identifying cause of problem and providing acceptable solutions. c. Research problems, errors and system deficiencies submitted by Customer and provide reasonable and appropriate instructions for corrections and problem resolution in a timely manner. 5.2 Full System Test 5.2.1 This is a quality assurance task, the objective of which is to ensure that the installation, configuration, interface and data entry/conversion tasks as completed resulted in the proper functioning of each system component both individually and collectively as one integrated system. Customer will perform system tests, and New Dawn will provide support. 5.2.2 New Dawn Responsibilities a. Work cooperatively and in good faith with Customer to accurately and expeditiously identify and resolve problems. b . Assign knowledgeable and competent staff capable of identifying cause of problems and providing acceptable solutions. c. Research problems, errors and system deficiencies submitted by Customer and provide reasonable and appropriate instructions for corrections and problem resolution in a timely manner. 5.2.3 Customer Responsibilities a. Utilizing end users' profound knowledge of the day to day business operations and requirements of the Prosecutors' Offices, establish system tests that will demonstrate whether the entire system is functioning properly and providing accurate and expected results when all programs and components are operational and fully integrated. b. Thoroughly test the system from beginning to end using an agreed upon functional matrix. c. Provide New Dawn with specific data regarding all errors identified during testing such that the problem can be recreated, if at all possible. c. Work cooperatively with JustWare personnel in an effort to accurately and expeditiously identify and resolve problems. d. Implement New Dawn's recommendations for correction of system errors and deficiencies and retest to ensure satisfactory resolution has been attained. - 24 - 25 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement e. Repeat the above testing and error correction actions until system functions according to requirements and documentation contained in this Agreement, or notify JustWare that system is not meeting the agreed upon specifications. 5.2.4 Completion Criteria a. This task is considered complete upon delivery of all services defined in the Purchase Agreement, customer is utilizing the JustWare system in a production environment, and Customer has provided System Acceptance notification to New Dawn. 6. System Training 6.1 The objective of this task is to instruct Customer personnel regarding the functionality, use, operations and maintenance of the systems and products included in this Agreement. 6.2 New Dawn Responsibilities a. New Dawn will conduct training courses and instruct designated Customer personnel regarding applicable aspects of the products included in this Agreement, including JustWare Document Automation (JDA). These courses will be conducted such that customer personnel obtain the knowledge and skills necessary to properly install, setup, operate and maintain the systems in an effective and efficient manner and in a manner that achieves the system functionality as defined in this Agreement. i. Instruct designated Customer personnel on the deployment and backup of Customer created document templates. ii. Provide a set of standardized JustWare views for commonly referenced data elements. iii. Provide a standard tool with commonly referenced data elements to assist in building the document templates. b. Work, in good faith with Customer, to plan and schedule all necessary training for Customer personnel as defined within this Purchase Agreement. c. New Dawn will provide competent trainers knowledgeable in the specific subject matter and the New Dawn products to conduct all training courses d. Track training hours provided to customer by JustWare and report regularly as agreed upon by New Dawn and Customer. Receive authorization, in writing, from Customer before providing any training in excess of that which is included in the system purchase price. i. 16 hours of online training are allocated for JDA in purchase price ii. 88 hours are allocated in purchase price as part of configuration services for general system configuration and training. 6.3 Customer Responsibilities a. Work, in good faith with New Dawn, to plan and schedule training for Customer personnel. b. Assign appropriate personnel to attend each training course. c. Provide a facility with one computer for each attendee. These computers must have network connectivity to the JustWare Server, have Internet access and meet the minimum requirements for JustWare and have applicable software installed prior to the beginning of training. d. If training has been scheduled, cancellation of training must occur 2 business days in advance of that training if at all possible. If cancellation of the training occurs less than 48 hours prior to the training, the allocated training time may be billed to the customer. - 25 - 26 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 6.4 Completion Criteria This task is considered complete when (1) Customer's users of the system are properly trained in how to operate the system to achieve stated business needs, and (2) when Customer's key technical staff has been sufficiently trained to properly and efficiently operate and maintain the system. Both Customer and New Dawn will work in good faith to assure that designated attendees are properly trained on respective duties.. 7. System Documentation 7.1 The objective of this task is to provide Customer with standard system documentation and custom documentation. Project Documentation Services will be provided to Customers by a New Dawn Technical Writer for the development of Customer specific configuration items, administrator and end - user manuals. Manuals will be configured to include workflow, procedures, and other detailed Customer information. The amount of custom documentation service hours will not exceed the quantity defined in this Purchase Agreement. 7.2 New Dawn Responsibilities a. New Dawn's Technical Writer will document code tables, security profiles, data partitioning, code partitioning, business rules, JWXML screens, and any other JustWare configurations defined for the Customer. b. Documentation items may include Customer specific administration manual, end -user manual, quick -reference guides, training manuals, or other documentation defined by Customer and New Dawn Project Manager to best fit the needs of the Customer. c. New Dawn will provide the finished work product in Adobe Acrobat or Microsoft Rich Text Format. 7.3 Customer Responsibilities a. Assign staff member or members who are familiar with the policies, procedures and workflow in all departments in the office to review documentation and address questions. b. Review documentation to ensure work completed matches the JustWare configurations, workflows, and business rules for the Customer and are written and formatted in an easily understandable manner. 7.4 Completion Criteria This task is considered complete when New Dawn's Project Documentation Service hours included in purchase price of product have been used and the agreed upon documentation has been delivered to Customer in the format specified. Customer may ask for a report of used and remaining hours at any time. Applicable code samples and reference materials will be provided in addition to Customer system documentation. This deliverable will be scheduled as part of the Project Plan. - 26 - 27 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 8. Final Acceptance of the System 8.1 The objective of this task is to provide New Dawn Technologies with a definitive point of acceptance or rejection of the system by Customer. When used in this Section, acceptance shall have the meaning as defined in Section 2 — Definitions, of this Agreement. 8.2 New Dawn Responsibilities a. Work cooperatively and in good faith with Customer to accurately and expeditiously identify and resolve problems. Use all reasonable efforts, in good faith, to remedy any deficiencies in a timely manner. b. Assign knowledgeable and competent staff capable of identifying cause of problems and providing acceptable solutions. c. Research problems, errors and system deficiencies submitted by Customer and provide reasonable and appropriate instructions for corrections and problem resolution in a timely manner. d. Immediately notify Customer upon New Dawn's determination that a problem, error or system deficiency is not reasonably correctable. 8.3 Customer Responsibilities a. When system operates and functions, in the production environment, as defined in this Agreement, provide New Dawn with notification of system acceptance. b. If the Customer does not provide New Dawn with notification of acceptance nor a list of system deficiencies within ninety (90) days after go -live, the system will be deemed accepted. c. If Customer determines the system is not performing according to written specifications of this Agreement and is not acceptable, Customer shall document deficiencies and forward them to New Dawn within ninety (90) days of go -live. Customer will work with New Dawn to assist in identifying the cause of the problem(s) or the specific circumstances under which problem(s) and errors occur and provide all such information to New Dawn. d. If, after ninety (90) days of receiving written notification of deficiencies, New Dawn has not corrected the deficiencies to comply with written specifications, then the Customer may, at Customer's sole discretion, continue to work, in good faith, with New Dawn to resolve the discrepancies, or Customer may, at this time or at anytime thereafter, provide notice to New Dawn that the system is unacceptable, and remove the system from production and return the software to New Dawn. In this event, the amount paid for the JustWare licenses under the provisions of this Agreement shall be returned to Customer within thirty (30) days of notice to New Dawn. Additionally, any unpaid amounts otherwise due to New Dawn, at this time or in the future, under this Agreement shall be waived. e. All notifications under this Section shall be made as identified in Section 29 of this Agreement. - 27 - 28 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 9. Project Management 9.1 Project Plan a. New Dawn and Customer shall work together to develop a Master Project Plan for the implementation of the software and products included in this Agreement. Additionally, The Master Project Plan will include the tasks, schedule and major milestones for the overall project. Additionally, the New Dawn Project Manager shall manage New Dawn activities through a New Dawn Project Plan. The New Dawn Project Plan shall describe tasks, estimated duration, task dependencies and estimated completion dates for work accomplished within the statement of work set forth in this Statement of Work. The New Dawn Project Plan shall describe the elements and define associated deliverables and resources. b. The New Dawn and Customer Project Managers shall initiate the implementation of this project with an onsite start and requirements gathering meeting, as defined in this Purchase Agreement. b. The New Dawn Project Manager shall coordinate with the YAKCORPS Project Manager in the development of the Master Project Plans and will regularly provide an up-to-date New Dawn Project Plan to maintain and manage the master project plan, including the development of schedules, determination and assignment of tasks, and schedule adjustments, this may be made available for online viewing. c. The initial New Dawn Project Plan shall be developed in conjunction with the YAKCORPS Project Manager upon project commencement. The activities that are scheduled to begin between submission of the initial New Dawn Project Plan and acceptance thereof shall not be delayed before acceptance of the initial New Dawn Project Plan. 9.2 Communication Plan Together, the New Dawn and the Customer Project Managers may develop a Communication Plan defining the various forms of communication utilized throughout the project. The Communication Plan will provide a comprehensive list of communication tools used to manage the project. For each form of communication, this plan will define the method of communication, the frequency of communication, and each team member's role in communication. The Communication Plan will be maintained and revised throughout the course of the project, as necessary. 9.3 Responsibility Matrix Together the New Dawn and Customer Project Managers may develop a Responsibility Matrix as part of the Project Plan defining the various project activities and deliverables. For each project activity and deliverable, this document will define each New Dawn project team member's responsibility and each YAKCORPS project team member's responsibility. The Responsibility Matrix shall be maintained and revised throughout the course of the project, as necessary. 9.4 Risk Management Plan Together the New Dawn and Customer Project Manager may establish a Risk Management Plan, which can be used to evaluate and monitor those items that have the potential of impacting project cost or schedule. Once an item is identified as a potential risk, it shall be assessed for criticality. If deemed critical, mitigation plans shall be developed by the New Dawn and Customer Project Managers. 9.5 Change Control Management Plan A Change Control Management plan may be established by the New Dawn and Customer Project Managers to provide the means to control and validate changes that may impact any aspect of the Master Project Plan. - 28 - 29 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 9.6 Status Reports The New Dawn Project Manager may submit status reports to the YAKCORPS Project Manager on a not less than monthly basis, using a standard status report format. The status report format shall be reviewed with the YAKCORPS Project Manager and may be modified to respond to specific, reasonably defined reporting requirements. The status reports shall provide information regarding activities completed during the reporting period, activities in progress, activities planned during the next reporting period, and outstanding issues and action items. This report, however, will not take the place of regular and frequent communications between the New Dawn and Customer project managers relative to critical or high risk issues, including those that could have a negative effect on the project costs or schedule. 9.7 Additional Communication The New Dawn Project Manager shall work with the Customer Project Manager on issues relating to project status, justifications for variances in schedule, recommendations for changes, and technical information. Should any implementation issues occur which cannot be resolved by the New Dawn Project Manager and the Customer Project Manager, the issue resolution procedure defined hereafter shall be followed to facilitate timely resolution of such issues. 9.8 Deliverable Management (Review and Approval) a. The Master Project Plan may use a milestone deliverable approach to this project. Each milestone deliverable shall be subject to Customer and New Dawn acceptance, based upon acceptance criteria to be mutually agreed to by the parties. The Customer Project Manager shall be responsible for facilitating the Customer review of applicable deliverables and providing documented approval of applicable deliverables to New Dawn. The New Dawn Project Manager shall be responsible for ensuring review of applicable deliverables and providing documented approval of applicable deliverables by New Dawn to Customer. b. Both parties agree that the review process is vital and important to the successful and timely completion of project deliverables and agree to perform thorough reviews of each deliverable in a timely manner. c. If either party rejects a deliverable and deems it to be unsatisfactory, both parties agree to work together and in good faith to resolve the issue in an expeditious and reasonable manner. 9.9 Issue Resolution The parties will attempt in good faith to resolve any issue, controversy or claim arising out of or relating to this Statement of Work promptly by negotiations between representatives and senior executives or officials of the parties as defined in Section 30 of this Agreement. 9.10 New Dawn Responsibilities Establish, in conjunction with Customer, a reasonable project implementation plan (including required tasks and schedule) as identified in Section 9 above and make every reasonable, good faith effort to complete the software implementation project in accordance therewith. 9.11 Customer Responsibilities Establish, in conjunction with JustWare, a reasonable project implementation plan as identified in Section 9 above and to make every reasonable, good faith effort to complete the software implementation project in accordance therewith. - 29 - 30 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 9.12 Completion Criteria a. Project management is considered complete upon successful delivery or completion of all line items in this Agreement. b. At this time the New Dawn Project Manager will conduct a Project Closure Meeting, verifying and validating that the project terms and conditions have been met and all parties recognize the end of the project. c. New Dawn will: i. Provide customer an overview of each contract line item, dates it was delivered, invoiced and paid (if Applicable), and approved changes documented in the Change Management Plan. ii. Discuss any remaining contract items and provide the customer with a schedule for completion. iii. Provide a clear explanation of the New Dawn terms and conditions of ongoing support and begin hand off of support questions to the New Dawn Support department. d. Customer agrees to: i. Ensure that all contract items have been delivered, invoiced, and paid. ii. Ensure the completion of any outstanding contract items based upon a mutually agreed upon plan. iii. Begin utilizing the New Dawn support department for questions and assistance according to the conditions of the Support Agreement(s). 10. Business Intelligence Services 10.1 Units This Agreement includes 240 hour(s) of development completed by a New Dawn Technologies Business Intelligence Developer and coordinated by New Dawn assigned Project Manager. 10.2 Description Business Intelligence Development (BID) is a service provided to Customers by a New Dawn Business Intelligence Developer for the development of the customer's documents, enhanced business rules, reports, database report models and/or custom JustWare screens. Documents, reports and report models may be created in any of the products supported by New Dawn and owned by the Customer, at the discretion of the Customer. 10.3 New Dawn Responsibilities a. Project Manager will provide assistance to Customer for completion of document, report, report model, and/or custom JustWare screens specifications. b. New Dawn will develop the documents, business rules, loading reports, reports, report models, and/or custom screen to the specifications provided. c. Provide training and overview of template location, training on proper backup of templates and reports and training on mapping of templates in JustWare Administrator Console program. d. Provide in-depth documentation of the development and use of documents, reports, report models, and custom screens. - 30 - 31 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement 10.4 Customer Responsibilities a. Assign staff that are familiar with document and report output in order to define specifications of reports and templates. b. Assign staff member or members who are familiar with office workflow in order to define specifications for custom JustWare screens. c. Work with Project Manager to create document, report, and/or custom screen specifications. d. Review documents, reports, enhanced business rules, report models, and/or custom screens when development is completed to ensure the work completed matches the specifications. e. Ensure regular backup occurs for templates and reports. 10.5 Completion Criteria This task is considered complete when hour(s) of development purchased by Customer have been used. Customer may ask for a report of used and remaining hours at any time. This deliverable will expire one (1) year from the Contract Signing Date unless scheduled as part of the Project Plan or modified as part of a Customer signed change order. - 31 - 32 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Appendix B System Requirements and Recommendations The following tables provide the various requirements and recommendations needed to optimize JustWare system performance. JustWare 5.x will not function properly unless your system conforms to these requirements. Note that the specifications provided in this section are only minimum specifications. Several factors affect JustWare's performance, including network bandwidth, server speed (e.g., processor, hard drive, and system speeds), memory, and number and function of concurrent users. Additionally, these specifications assume that you are running only JustWare. You should also consider the requirements of other programs you have on your servers and/or network. Domain Controller Requirements for Domain Controller You will need a Microsoft Active Directory domain None of the following may be installed on the domain controller: Microsoft SQL Server SQL Server Reporting Services JustWare Web Server SQL Server Reporting Services (SRS) Required Hardware & Software for SQL Server Reporting Services (SRS) Number of Clients Processor Cores (1.8 GHz minimum each) RAM 1-50 2 4 GB or more 51-100 4 8 GB or more 101-500 6 12 GB or more 501-1,000 8 16 GB or more 1,000+ Please contact New Dawn support to determine necessary hardware. Required Software SQL Server Reporting Services 2008 Additional Comments If you have SQL clustering set up, you cannot put SRS on the same machine as Microsoft SQL Server. - 32 — 33 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Database Server Required Hardware for Database Server Number of Clients Processor Cores (1.8 GHz minimum each) RAM 1-20 2 4 GB or more 21-50 4 8 GB or more 51-100 8 16 GB or more 101-250 12 24 GB or more 251-500 16 32 GB or more 501-750 24 64 GB or more 751-1,000 32 128 GB or more 1,000+ Please contact New Dawn support to determine necessary hardware. Additional Comments & Recommendations You may combine the database tier and Web server tier on a single server, but they will then share system resources, necessitating increased server memory. For optimal performance and scalability, we recommend placing these tiers on separate servers. However, if you use Windows machine accounts instead of Active Directory accounts (not recommended), you must have the database server and Web server on a single machine. We recommend having enough server memory that your database uses 75% of the RAM with an additional 25% available. - 33 - 34 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Required Software for Database Server Requirements Notes Windows Server 2008 64 bit Alternatively, you may use Windows Server 2003 64 bit with Service Pack 2. Internet Information Server (IIS) 6.0 or later Microsoft .NET Framework 2.0 or later Install components in the following order: .NET 2.0 Updates to .NET 2.0 .NET 3.0 (optional) Updates to .NET 3.0 (optional) .NET 3.5 (optional) Updates to .NET 3.5 (optional) Microsoft SQL Server 2008 64 bit Install both SQL Database Server and Full Text Search. By default, nested triggers will be enabled on SQL Server 2008; however, you must disable these for JustWare to run properly JustWare cannot reside on a SQL instance with other SQL databases that require nested triggers to be enabled. Apply the following SQL Server settings: Enable local and remote connections. Set server authentication to SQL Server and Windows Authentication mode. Ensure the Microsoft Distributed Transaction Coordinator service (MSDTC) is constantly running. If you use images for your servers and have the Web service and database installed on separate machines, the MSDTC service identifiers will be identical, making them unable to communicate. In this case, uninstall and reinstall the MSDTC service on one of the servers in order to create a unique identifier. Use a case -insensitive string collation setting. SQL Server Reporting Services (SSRS) 2008 SSRS installs with SQL Server 2008 but you must configure it separately. JustWare Database 5.x Additional Comments If you are installing SRS and the database on the same machine, you must install the programs in the following order: Internet Information Server (IIS) Microsoft .NET Framework Microsoft SQL Server If you install the Web service and database on separate machines and you are setting up Integrated Security, you must set up Kerberos Delegation. You may set this up before or after installing Microsoft SQL Server. - 34 - 35 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement JustWare Web Server Required Hardware for Web Server Number of Clients Processor Cores (1.8 GHz minimum each) RAM 1-50 2 4 GB or more 51-100 4 8 GB or more 101-250 6 12 GB or more 251-500 8 16 GB or more 501-750 12 32 GB or more 751-1,000 16 64 GB or more 1,000+ Please contact New Dawn support to determine necessary hardware. Additional Comments & Recommendations If you set up Microsoft SQL clustering for JustWare, you must set up a separate Web server for the Web service outside of the SQL cluster. You may combine the database tier and Web server tier on a single server, but they will then share system resources, necessitating increased server memory. For optimal performance and scalability, we recommend placing these items on separate servers. However, if you use Windows machine accounts instead of Active Directory accounts (not recommended), you must have these on the same machine. We recommend using a load balanced cluster for the Web service. We recommend using HTTPS (HTTP using SSL). Your organization is responsible for purchasing and setting up any security certificates that may be required. To ensure prioritized bandwidth in wide area network use, we recommend using QoS (Quality of Service). - 35 - 36 New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Required Software for Web Server Requirements Notes Windows Server 2008 (32 or 64 bit) Alternatively, you may use Windows Server 2003 (32 or 64 bit) with Service Pack 2. Internet Information Server (IIS) 6.0 or later You must install IIS before installing Microsoft .NET Framework. Microsoft .NET Framework 3.5 or later Install components in the following order: .NET 2.0 Updates to .NET 2.0 .NET 3.0 Updates to .NET 3.0 .NET 3.5 Updates to .NET 3.5 Web Service Enhancements 3.0 or later Adobe Acrobat Reader Additional Comments Ensure the Microsoft Distributed Transaction Coordinator service (MSDTC) is constantly running. If you use images for your servers and have the Web service and database installed on separate machines, the MSDTC service identifiers will be identical, making them unable to communicate. In this case, uninstall and reinstall the MSDTC service on one of the servers in order to create a unique identifier - 36 — 37 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement JustWare Client 101+ 2 with separate crawling and searching servers Additional Comments You may need more than one searching server. The hard disk must have a NTFS file system -formatted partition with a minimum of 3 GB of free space for indexing services. Calculate additional space needed for file storage using the steps below: Multiply the average number of JustWare documents generated per case (JD) by 0.5 MB to determine the storage space needed for documents generated inside of JustWare (SS1): JD x 0.5 = SS1. Multiply your average number of external documents attached to a case (ED) by their average size (A) to determine the storage space needed for external documents (SS2). ED x A = SS2. Add your first two totals and multiply by your average number of cases per year (CPY) to determine the total storage space needed per year (TSS): (SS1 + SS2) x CPY = TSS Barcode Scanner Hardware Requirements for Barcode Scanner USB or serial port compatible ASCII Extended Code 3 of 9 enabled (also referred to as extended Code 39 programmable) Able to read a start character of $A as an Insert key and an end character of $Z as a F12 key Must have one of the following scanner interfaces: HID Keyboard wedge RS232 Additional Comments JustWare provides native bar-coding functionality as part of the base application. If you wish to implement this functionality in JustWare, you must purchase and set up the corresponding hardware. We also recommend maintaining a support & maintenance contract with your hardware manufacturer. - 37 - 38 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Required Hardware for JustWare Client Components Requirements Processor Intel Celeron or AMD 2.0 GHz or higher Memory 1 GB; 2 GB for Windows Vista or later Hard disk space 100 MB Monitor size 19 inches or greater (strongly recommended but not required) Additional Comments The hardware requirements are to run both JustWare and JustWare Document Automation (JDA). JustWare will run with low bandwidth between the client and Web server, but performance may be adversely affected depending on the types of data being tracked. For example, .wav or .mp3 files would require greater bandwidth to store and transfer than text documents. Required Software for JustWare Client Requirements Notes Windows Vista or later Alternatively, Windows XP with Service Pack 2 or later may be used. Any Rich Text compatible word processing program To use the JDA 2.0 Editor, you must install Microsoft Word 2007 with .NET Programmability Support selected. Microsoft .NET Framework 3.5 or later Install components in the following order: .NET 2.0 Updates to .NET 2.0 .NET 3.0 Updates to .NET 3.0 .NET 3.5 Updates to .NET 3.5 (optional) Internet Explorer 6.0 or later Set Internet Explorer as the default browser and enable active scripting in the Internet Explorer security settings. Additional Comments & Recommendations The software requirements are to run both JustWare and JustWare Document Automation (JDA). To use JustWare's Online Help, you need to install and enable the current version of Java Runtime Environment on each client machine. This will enable search functionality, context sensitive navigation, and formatting of the table of contents frame in expandable/contractible nodes. PDF versions of the JustWare User Guide and Administrator Guide are available from the Help menu for users unable to access the online help. JustWare provides native electronic signature functionality as part of the base application without additional New Dawn software costs. To use this functionality, we recommend installing Microsoft Word 2007. - 38 - 39 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement JustWare Document Server Required Hardware for Document Server Number of Clients Number of Indexing Boxes 1-100 40 I New Dawn / YAKCORPS - March 2011 Software Purchase Agreement Appendix C First Payment Invoice Remit Payment To: New Dawn Technologies 843 South 100 West Logan, Utah 84321 1.877.587.8927 TECH N OLOGIES Bill To: YAKCORPS C/o: City of Yakima, Finance Department 129 North 2nd Street, Yakima, WA 98901 Invoice Number: QT-1633/4- INV1 Invoice Date: Will be invoiced in accordance with Payment Terms Terms: Due upon software install and acceptance Account Executive: Scott Jardine Item Total JustWare API Licenses $5,000.00 JustWare Prosecutor — Read Only Licenses $2,796.00 JustWare Prosecutor — Full Licenses $132,415.00 Document Author Software $1,180.00 Annual Escrow Fee $285.00 First Payment due upon software install milestone $141,676.00 Project Start Meeting and start of project will occur after the receipt of the signed Agreement. Thank you for your business. We look forward to working with you. New Dawn / YAKCORPS - March 2011 Software Purchase Agreement — Addendum 1 Addendum 1 JustWare License Agreement This License Agreement is between New Dawn Technologies, Inc. ("New Dawn") and YAKCORPS ("Customer") with regards to the use of JustWare Prosecutor ("the Software"). It is understood by all parties to this Agreement, that, for the purposes of this Agreement, "YAKCORPS", Consortium", "Licensee" and "Customer" may be used inter -changeably within this Agreement and shall hold the same meaning as defined in the Software Purchase Agreement, to which this Licensee Agreement is attached. The Customer desires to license from New Dawn certain software owned by New Dawn, as set forth in the Purchase Agreement executed by the parties in connection with this Agreement, and New Dawn desires to grant such license to Customer, pursuant to the terms and conditions of this Agreement. 1. License In consideration of the payment of the license fees set forth in the Purchase Agreement pertaining hereto, New Dawn grants Licensee the right to: a. Install and use the Software in a production environment on any computer or device for each named user license purchased and make one copy of the Software in machine-readable form solely for backup purposes. Customer must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. b. Install and use the Software in testing and staging environments. c. Install the Software on a storage device, such as a network server, and run the Software on an internal network, provided the number of named users running the Software does not exceed the number of named user licenses of the Software purchased. d. Use the Software either directly or indirectly or through commands, data or instructions from or to a computer not part of your internal network, for Internet or Web -hosting services only by a named user licensed to use this copy of the Software through a valid license. A copy of the Software must be purchased for each named user. e. Reproduce documentation, online help, and screen capture images solely for internal use as reference material and training literature. 2. License Restrictions and Rights 2.1 The Software and Software Documentation are protected by United States Copyright Laws and international Copyright treaties, as well as other intellectual property laws. The Software is licensed and not sold to Customer. New Dawn hereby retains sole and exclusive ownership of all right, title and interest in and to all intellectual property rights in the Software, Software Documentation. 2.2 Licensee may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network other than to make backup copies of the Software. 2.3 Licensee may not release proprietary Software information such as Software database schemas or Software technical specifications, except as may be required by law or court order. 2.4 Licensee may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human -perceivable form. 2.5 Licensee may not rent, lease or sublicense the Software. Customer may not modify the Software or create derivative works based upon the Software. 2.6Licensee may not export the Software into any country prohibited by the United States Export Administration Act and the regulations there under. New Dawn / YAKCORPS - March 2011 Software Purchase Agreement — Addendum 1 3. Data 3.1 New Dawn Technologies agrees that all data and customer information in the system is and shall remain the property of the Customer. New Dawn does not own or have any rights to the data, customer information or material derived in the course of Customer using or accessing the Software. 3.2 New Dawn shall not prevent Customer from retrieving any / all data from the system whether or not Customer has a current support and maintenance agreement in place. New Dawn shall assist Customer, at no charge, in retrieving any/all data from the system provided that Customer has an active support and maintenance agreement at the time of the requested assistance. 3.3 Customer, not New Dawn Technologies, shall have sole responsibility and ownership for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer data and New Dawn Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data. 4. Upgrades 4.1This Agreement will remain in effect for all future upgrades to the Software unless otherwise stated by a new License Agreement executed between New Dawn and the Customer. 4.2 Customer will receive all future upgrades to the Software as long as a current Support Agreement is maintained. 5. Ownership The foregoing license gives the Customer: 5.1 Limited rights to use the Software. Although Customer owns the media on which the Software is recorded, Customer does not become the owner of, and New Dawn retains title to, the Software, any New Dawn run time libraries, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by New Dawn. 5.2 Responsibility for the data entered and modified while using the Software. New Dawn shall not be held liable for the data contained in the system including without limitation the accuracy, responsibility for archival, loss of, use or misuse of any data entered by the Customer. 6. Disclaimer of Warranty and Limitation of Liability 6.1 No oral or written information or advice given by New Dawn, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty. 6.2 New Dawn warrants, for Licensee's benefit alone, that the licensed Program(s) conforms in all material respects to the product specifications for the current version of the Licensed Program(s) as described in New Dawn's Licensed Product Specifications as of the date this Agreement is signed, and for a period of Twelve (12) months thereafter. New Dawn further warrants that the licensed Program(s) conforms in all material respects to the written specifications included in this Agreement. 6.3 The warranty in Section 6 shall apply only to the most current version of the Licensed Program(s) issued by New Dawn from time to time. 6.4 New Dawn shall use all reasonable commercial efforts to correct or cure any defect in the Licensed Program(s) by issuing corrected instructions, a bypass or by providing a replacement copy of the Software that conforms in all material respects to the written warranty as stated in Section 6.2 and 6.3 herein or provide a replacement for defective media. New Dawn shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware and software configuration. New Dawn / YAKCORPS - March 2011 Software Purchase Agreement — Addendum 1 6.5 New Dawn shall not be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if New Dawn or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed its essential purpose. 6.6 The Customer assumes responsibility and liability of damages caused by Customer's improper use of said software; unless Customer did so following written directions provided by New Dawn. 6.7 New Dawn's total liability (if any) to Customer for actual damages for any cause whatsoever will be limited to the amount paid by Customer for the software that caused such damage. . The maximum amount of New Dawn's total liability will not exceed the total amount paid by customer for JustWare licenses as defined in the Software Purchase Agreement. If only a portion of the New Dawn Software caused the damages, Customer may, at Customers sole discretion, remove and return all JustWare products. In which case, New Dawn will be liable to return the cost of all the JustWare licenses returned by Customer. 6.8 New Dawn agrees to indemnify and defend Licensee from and against any and all third party claims, demands, lawsuits or legal actions arising out of any actual or alleged infringement of any trademark, copyright, trade secret, or U.S. patent by the Licensed Program(s) and New Dawn will pay any liabilities, damages, costs and expenses (including reasonable attomey's fees) finally awarded in such action or paid to settle the action. New Dawn will not be required to indemnify Licensee unless Licensee promptly notifies New Dawn of any such Claim. 7 Support 7.1 New Dawn shall support the Licensed Program(s) in the manner specified in the "JustWare Support Agreement(s) (Support Agreement(s)) between the parties, and attached hereto as Addendums 3 and 5. Licensee agrees to utilize the Program(s) for Consortium's purposes only whether or not the Support Agreement is maintained in the future. 8 Term of Agreement; Termination 8.1 Licensee's license of the Licensed Program(s) shall become effective upon execution of the Purchase Agreement and shall continue perpetually unless otherwise terminated as provided herein. Licensee's termination of the Support Agreement shall have no affect on this License Agreement; however, New Dawn is under no obligation to provide any support or maintenance of the licensed Programs in the event that the Support Agreement is terminated. 8.2 Licensee may terminate this Agreement at any time upon written notice to New Dawn, subject to any outstanding obligations and financial commitments of Licensee under the Purchase Agreement. 8.3 New Dawn may terminate this Agreement at any time upon written notice to Customer, or if Licensee breaches this Agreement and does not correct such breach within thirty (30) business days following written notice of the breach from New Dawn. 8.4 Promptly upon termination of this Agreement, Licensee will return or destroy all copies of the licensed Programs in Licensee's possession. 9 Miscellaneous 9.1 This Agreement will be governed by the laws of the state of Washington. The parties hereby submit to the exclusive jurisdiction and venue of Yakima County, Washington State and federal courts with respect to any action between the parties relating to this Agreement. In any such action, the prevailing party shall be entitled to an award of its reasonable costs and attorney's fees from the other party to the extent permitted by Washington State law. New Dawn / YAKCORPS - March 2011 Software Purchase Agreement — Addendum 1 9.2 Any waiver by either party of a default or obligation under this Agreement will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance. 9.3 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight deliver service with provisions for a receipt. 9.4 All such notices shall be sent to the parties identified in Section 29, Notices, of the Purchase Agreement, or as may be updated in writing from time to time. 10. Signatures Accepted and Approved: Licensee: ,, YAKCORPS Date: Authorized Signature (Print Name) (Print Title) Date: `� ( / (Print Name) seP (Print Title) New Dawn / YAKCORPS March 2011 Software Purchase Agreement — Addendum 2 Addendum 2 JustWare API License Agreement This License Agreement is between New Dawn Technologies, Inc. ("New Dawn") and Yakima Consortium for Region Public Safety, "YAKCORPS", ("Customer") with regards to the use of JustWare Prosecutor ("the Software"). It is understood by all parties to this Agreement, that, for the purposes of this Agreement, "YAKCORPS", Consortium", "Licensee" and "Customer" may be used inter -changeably within this Agreement and shall hold the same meaning as defined in the Software Purchase Agreement, to which this Licensee Agreement is attached. Similarly, "New Dawn" and "Licensor" may be used inter -changeably within this Agreement. The Customer desires to license from New Dawn certain software owned by New Dawn, as set forth in the Purchase Agreement executed by the parties in connection with this Agreement, and New Dawn desires to grant such license to Customer, pursuant to the terms and conditions of this Agreement. 1. License In consideration of the payment of the license fees set forth in the Purchase Agreement pertaining hereto, New Dawn grants Licensee the right to: a. Install and use the Software in a production environment on any computer or device for each named user license purchased and make one copy of the Software in machine-readable form solely for backup purposes. Customer must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. b. Install and use the Software in testing and staging environments. c. Install the Software on a storage device, such as a network server, and run the Software on an internal network, provided the number of named users running the Software does not exceed the number of named user licenses of the Software purchased. d. Use the Software either directly or indirectly or through commands, data or instructions from or to a computer not part of your internal network, for Internet or Web -hosting services only by a named user licensed to use this copy of the Software through a valid license. A copy of the Software must be purchased for each named user. e. Reproduce documentation, online help, and screen capture images solely for internal use as reference material and training literature. 2. License Restrictions and Rights 2.1 The Software and Software Documentation are protected by United States Copyright Laws and international Copyright treaties, as well as other intellectual property laws. The Software is licensed and not sold to Customer. New Dawn hereby retains sole and exclusive ownership of all right, title and interest in and to all intellectual property rights in the Software, Software Documentation. 2.2 Licensee may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network other than to make backup copies of the Software. 2.3 Licensee may not release proprietary Software information such as Software database schemas or Software technical specifications, except as may be required by law or court order. 2.4 Licensee may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human -perceivable form. 2.5 Licensee may not rent, lease or sublicense the Software. Customer may not modify the Software or create derivative works based upon the Software. New Dawn / YAKCORPS March 2011 Software Purchase Agreement — Addendum 2 2.6 Licensee may not export the Software into any country prohibited by the United States Export Administration Act and the regulations there under. 3. Data 3.1 New Dawn Technologies agrees that all data and customer information in the system is and shall remain the property of the Customer. New Dawn does not own or have any rights to the data, customer information or material derived in the course of Customer using or accessing the Software or the data received from third party systems. 3.2 New Dawn shall not prevent Customer from retrieving any / all data from the system whether or not Customer has a current support and maintenance agreement in place. New Dawn shall assist Customer, at no charge, in retrieving any/all data from the system provided that Customer has an active support and maintenance agreement at the time of the requested assistance.. 3.3 Customer, not New Dawn Technologies, shall have sole responsibility and ownership for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer data or external data submitted to the Software and New Dawn Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data. 4. Upgrades 4.1This Agreement will remain in effect for all future upgrades to the Software unless otherwise stated by a new License Agreement executed between New Dawn and the Customer. 4.2 Customer will receive all future upgrades to the Software as long as a current Support Agreement is maintained. 5. Ownership The foregoing license gives the Customer: 5.1 Limited rights to use the Software. Although Customer owns the media on which the Software is recorded, Customer does not become the owner of, and New Dawn retains title to, the Software, any New Dawn run time libraries, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by New Dawn. 5.2 Responsibility for the data entered and modified while using the Software. New Dawn shall not be held liable for the data contained in the system including without limitation the accuracy, responsibility for archival, loss of, use or misuse of any data entered by the Customer. 6 Disclaimer of Warranty and Limitation of Liability 6.1 No oral or written information or advice given by New Dawn, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty. 6.2 New Dawn warrants, for Licensee's benefit alone, that the licensed Program(s) conforms in all material respects to the product specifications for the current version of the Licensed Program(s) as described in New Dawn's Licensed Product Specifications as of the date this Agreement is signed, and for a period of Twelve (12) months thereafter. New Dawn further warrants that the licensed Program(s) conforms in all material respects to the written specifications included in this Agreement. 6.3 The warranty in Section 6 shall apply only to the most current of the Licensed Program(s) issued by New Dawn from time to time. 6.4 New Dawn shall use all reasonable commercial efforts to correct or cure any defect in the Licensed Program(s) by issuing corrected instructions, a bypass or by providing a replacement copy of the Software that conforms in all material respects to the written warranty as stated in Section 6.2 and 6.3 herein or provide a replacement for defective media. New Dawn shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or New Dawn / YAKCORPS March 2011 Software Purchase Agreement — Addendum 2 misapplication, or if the failure arises out of use of the Software with other than a recommended hardware and software configuration. 6.5 New Dawn shall not be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if New Dawn or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed its essential purpose. 6.6 The Customer assumes responsibility and liability of damages caused by Customer's improper use of said software; unless Customer did so following written directions provided by New Dawn. 6.7 New Dawn's total liability (if any) to Customer for actual damages for any cause whatsoever will be limited to the amount paid by Customer for the software that caused such damage, related installation and implementation costs and any costs incurred by customer in removing and returning the product to New Dawn. The maximum amount of New Dawn's total liability will not exceed the total amount paid by customer for JustWare licenses as defined in the Software Purchase Agreement. If only a portion of the New Dawn Software caused the damages, Customer may, at Customers sole discretion, remove and return all JustWare products. In which case, New Dawn will be liable to return to Customer the cost of all JustWare API license(s) returned by Customer. 6.8 New Dawn agrees to indemnify and defend Licensee from and against any and all third party claims, demands, lawsuits or legal actions arising out of any actual or alleged infringement of any trademark, copyright, trade secret, or U.S. patent by the Licensed Program(s) and New Dawn will pay any liabilities, damages, costs, and expenses (including reasonable attomey's fees) finally awarded in such action or paid to settle the action. New Dawn will not be required to indemnify Licensee unless Licensee promptly notifies New Dawn of any such Claim. 7 Support 7.1 New Dawn shall support the Licensed Program(s) in the manner specified in the JustWare API Support Agreement between the parties, and attached hereto as Addendum 3. Licensee agrees to utilize the Program(s) for Consortium's purposes only whether or not the Support Agreement is maintained in the future. 8 Term of Agreement; Termination 8.1 Licensee's license of the Licensed Program(s) shall become effective upon execution of this Agreement and shall continue perpetually unless otherwise terminated as provided herein. Licensee's termination of the Support Agreement shall have no affect on this License Agreement; however, New Dawn is under no obligation to provide any support or maintenance of the licensed Programs in the event that the Support Agreement is terminated. 8.2 Licensee may terminate this Agreement at any time upon written notice to New Dawn, subject to any outstanding obligations and financial commitments of Licensee under the Purchase Agreement. 8.3 New Dawn may terminate this Agreement at any time upon written notice to Customer, or if Licensee breaches any material term of this Agreement and does not correct such breach within thirty (30) business days following written notice of the breach from New Dawn. 8.4 Promptly upon termination of this Agreement, Licensee will return or destroy all copies of the licensed Programs in Licensee's possession. 9 Miscellaneous 9.1 This Agreement will be governed by the laws of the state of Washington. The parties hereby submit to the exclusive jurisdiction and venue of Yakima County, Washington State and federal courts with respect to any action between the parties relating to this Agreement. In any such action, the prevailing New Dawn / YAKCORPS March 2011 Software Purchase Agreement — Addendum 2 party shall be entitled to an award of its reasonable costs and attomey's fees from the other party to the extent permitted by Washington State law. 9.2 Any waiver by either party of a default or obligation under this Agreement will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance. 9.3 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight deliver service with provisions for a receipt. 9.4 All such notices shall be sent to the parties identified in Section 29, Notices, of the Purchase Agreement, or as may be updated in writing from time to time. 10. Signatures Accepted and Approved: Licensee: _ YAKCORPS Date: ti f Authorized Signature e .u-,v �~ (Print Name) (Print Title) Licensor: New Date: thorized Signature a .� (Print Name) (Print Title) 3v r New Dawn / YAKCORPS - March 2011 Software Purchase agreement — Addendum 3 Addendum 3 JustWare API Support Agreement This Support Agreement is between New Dawn Technologies, Inc. ("New Dawn") and Yakima Consortium for Regional Public Safety, "YAKCORPS", ("Customer") with regards to the software support and upgrades of JustWare API ("the Software") and is part of the Software Purchase Agreement. 1. Definitions a. Agreement - shall refer to the Software Purchase Agreement and shall hold the meaning as defined in Section 2 of the Purchase Agreement b. Support - "Support" is defined as development forum access. No technical assistance with the Software, including but not limited to, questions about the functionality of the Software, assistance with the resolution of error message and installation questions is included as part of this Support Agreement. c. Support Agreement — shall refer to this JustWare API Support Agreement, Addendum 3 to the Agreement d. Version - "Version" refers to a variation, either minor or major, from an earlier version of the Software. A version could refer to a minor and/or major version change. e. Major version - Major version refers to the first number in the software release, ie 4.x, 5.x. The numbers "4" and "5" represent the Major version. f. Minor version - A minor version refers to the second number in the software release, ie x.1, x.2. The numbers "1" and "2" refer to the minor version. Software releases have both a Major and a Minor version number in them. g. Current Version - "Current Version" is the most recent publically released version of the Software. h. Enhancement - "Enhancement" refers to features and/or functionality that are not included in the Current Version of the JustWare API. Much of the Software's feature set has been driven by enhancement requests from customers. i. Service Release - "Service release" is the method New Dawn uses to resolve critical issues that may be identified with the Software. j. Critical - "Critical" is defined as an issue for which there is no workaround AND one of the following statements is true: 1. Defect causes data loss 2. Defect affects a mission critical task 3. Security risk causing possible system compromise New Dawn / YAKCORPS - March 2011 Software Purchase agreement — Addendum 3 2. New Dawn Responsibilities During the Term of the Support Agreement, New Dawn shall render the following services in support of the Software, during Hours of Operation. a. Provide timely forum response to requests and questions to our Support Department made by a justWare Application Administrator or JustWare Application Administrator designated resource. b. Use all reasonable diligence in correcting verifiable and reproducible errors when reported to New Dawn. New Dawn shall, after verifying that such an error is present, initiate work in a diligent manner toward development of a solution. Following completion of the solution, New Dawn shall provide the solution through a Service Release to the most current version and one prior version, as applicable, and New Dawn shall include the solution in all subsequent versions of the Software. New Dawn shall not be responsible for correcting errors in any version of the Software other than the most current version. New Dawn shall not be responsible for correcting errors as a result of hardware failure including, but not limited to, failure caused by wiring, networks, modems, phone lines, power, or connectors. New Dawn shall not be responsible for any errors caused by hardware limitations due to insufficient memory, disk storage or processing power, problems caused by hardware failure, any loss of data or problem deemed as a result of an operator, any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by any hardware or third party software not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by software, processes, or interfaces not provided by New Dawn that interact with the Software or Software database. c. New Dawn shall not be responsible for configuring, maintaining, and upgrading the operating system including, but not limited to, backups and restores, fixes, and patches. d. Provide recommendations on the configuration and use of the Software and related hardware or software to meet the Customer's operational needs. e. Respond to Customer's requests for additional functionality enhancements to the Software, provided that such enhancements shall be mutually agreed to by New Dawn and the Customer. f. Provide regular versions of the Software including select enhancements, and Service Releases for the most recent version at no additional cost to the Customer. These versions may contain new functionality and Service Releases not specifically requested by the Customer. New Dawn will provide supplemental software and hardware requirements, recommendations and documentation per version of the Software. g. New Dawn shall treat all information, data or files provided by Customer as confidential, maintaining secure access to such material only for New Dawn support personnel for purposes of investigating or solving a support request. h. New Dawn will provide maintenance and upgrades to the current publically released version of the Software. Only the most recent released version and one prior version of the Software will be eligible for Service Releases. Technical support will be provided for other eligible versions. Upgrading to the most recent version may be required to be eligible for system enhancements. i. New Dawn will provide upgrades of new version releases and may halt a version upgrade installation if Customer hardware and software systems do not meet the most current system requirements and recommendations. j. Hours of operation are from 7:00 a.m. to 6:00 p.m. Mountain Standard Time except weekends and national holidays. k. Standard methods of contact include: Web and support forums: https://customer.newdawntech.com/ 2.2 Additional services may be subject to New Dawn's current fee schedule. New Dawn / YAKCORPS - March 2011 Software Purchase agreement — Addendum 3 3. Customer Responsibilities a. Retain one or more internal or external resources that have experience with object oriented programming in order to effectively utilize the JustWare API. b. Maintain all related hardware and software systems required for the operation of the Software including but not limited to hardware, operating systems, security, network and storage based on the most current system requirements and recommendations. c. Keep current with the latest versions of the Software; the Customer shall be deemed current if they are operating on the most current version or one prior version of the JustWare API software. d. Many updates to the JustWare API are dependent on updates to the JustWare application; therefore, Customer agrees to maintain current updates of JustWare in order to receive updates to the JustWare API; the Customer shall be deemed current if they are operating on the most current version or the prior version of the JustWare software. e. Customer agrees to maintain version consistency between JustWare and the JustWare API. f. Customer acknowledges that JustWare API support and responses will first occur via online web forums. Only if Customer's problem cannot be adequately addressed via the online web forum, will JustWare provide phone support, assistance and questions; excessive support may be billed at an hourly rate of $225 per hour. g. All communications by Customer to New Dawn must be in the English language. 4. Disclaimer of Warranty and Limitation of Liability a. New Dawn disclaims all other warranties, either expressed or implied and representations with respect to the Software, except as stated in the Terms and Conditions. b. In no event shall New Dawn be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever and however caused, even if New Dawn has been advised of the possibility of such damages, so long as New Dawn, immediately upon being so advised, communicates such advice to Customer. The cumulative liability of New Dawn to the Customer for all claims arising in connection with this agreement shall not exceed the total fees and charges paid to New Dawn by the Customer within the last 12 months. 5. Term and Termination of Service a. Support services will occur immediately upon the signing of the Agreement. b. Version releases and upgrades occur on a regular basis regardless of installation of software; therefore this support agreement will commence immediately upon the signing of the purchase Agreement and continue in effect during the initial support term at no additional cost to Customer. The initial support term shall commence upon the signing of the Agreement and shall continue until January 1 St of the following calendar year. c. Subsequent support terms shall be for one calendar year and will automatically renew for successive, one (1) year terms unless terminated by either New Dawn or Customer in accordance with this section, subject to Customer's payment of the applicable annual JustWare API Support fee. d. This Agreement shall immediately terminate upon the violation of the JustWare API License Agreement. e. This Agreement may be terminated by either party upon 30 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. f. If this support agreement is terminated, then access to the support forums and new versions of the JustWare API will not be available. New Dawn / YAKCORPS - March 2011 Software Purchase agreement — Addendum 3 6. Fees a. Customer shall pay New Dawn the JustWare API Support fee as defined in the Payment Terms Section of the Software Purchase Agreement. b. New Dawn shall invoice Customer at the beginning of each JustWare API Support term as defined in Section 5 above for the JustWare API Support fee unless otherwise stated in the Agreement. c. Customer shall pay undisputed invoiced amounts within thirty (30) days of receipt of such invoices. d. Any undisputed amount not paid within 60 days after the invoice date shall bear interest at a half percent (0.5%) per month, or the highest rate allowed by applicable law if less than 0.5%. e. Customers with outstanding JustWare API Support invoices that exceed 90 days will be required to pay an hourly rate for support and will be required to purchase any upgrades or enhancements to the Software and this Agreement is suspended until the JustWare API Support fee and applicable interest fees are paid. f. Hourly rates for services and cost of software are determined by New Dawn. g. Support fee increases will not exceed the level stated in the Purchase Agreement New Dawn / YAKCORPS - March 2011 Software Purchase Agreement - Addendum 4 Addendum 4 Escrow Agreement This Escrow Agreement is entered into among New Dawn Technologies, Inc., ("Licensor"), Lewiston State Bank whose address is 2190 N Main, Logan, Utah 84341 ("Escrow Agent"), and Yakima Consortium for Region Public Safety, "YAKCORPS", ("Licensee"). In consideration of the mutual covenants set forth in this Escrow Agreement, Licensor, Licensee, and Escrow Agent agree as follows: 1. Definitions: a. Escrow Agreement - shall mean this agreement, which is Addendum 4 of the Software Purchase Agreement to which it is attached. b. Purchase Agreement - shall mean the Software Purchase Agreement to which this Addendum is attached, and shall hold the meaning as defined in Section 2 of the Purchase Agreement. 2. Confidential Materials Escrow Agent, agrees to accept from Licensor, for storage purposes only, the source code and related documentation, and reference materials for all Software purchased by Licensee and owned by Licensor as listed in the Purchase Agreement, and updates to all such products, if any, which Licensor may deliver from time to time (collectively, "Confidential Materials"). For each such delivery, Escrow Agent will issue receipts to Licensee. Licensor will furnish to Escrow Agent a list naming or describing all computer programs for which Confidential Materials are deposited into escrow. This list will be supplemented and updated by Licensor with each future deposit or withdrawal of Confidential Materials. For each deposit or withdrawal, Escrow Agent will provide to Licensee a copy of such updated list. 3. Safekeeping of Confidential Materials Escrow Agent will hold the Confidential Materials in a safe deposit box or similar fully protected location and will provide Licensor and Licensee with notice of the location of the depository for the Confidential Materials. Escrow Agent will release or provide access to the Confidential Materials to Licensee or Licensor only upon the specific terms and conditions set forth in this Escrow Agreement. 4. Release of Confidential Materials a. Release to Licensee. Escrow Agent will release the Confidential Materials to Licensee in accordance with the procedure specified in the Purchase Agreement. b. Release Procedure. Upon the occurrence of the circumstances set forth in the Purchase Agreement the following procedures shall be followed: i. Licensee shall provide written notice ("Demand Notice") to both Escrow Agent and Licensor, along with a copy of Licensee's notice to Licensor of the specific circumstance within the Purchase Agreement that has occurred that authorizes the release of the materials. If the specific circumstance includes a failure by New Dawn to perform and cure a specified material breach of the Purchase Agreement Licensee will indicate this in the demand notice. ii. Upon receipt of a proper Demand Notice, Licensor has ten (10) days to make a written objection ("Objection Notice") to Licensee and Escrow Agent that states it is Licensor's good faith belief that the circumstances stated in the Purchase Agreement have not occurred or have been timely cured. iii. If Escrow Agent receives a proper Objection Notice from Licensor, then the Confidential Materials will not be released until Escrow Agent receives either (i) a written agreement signed by Licensor and Licensee authorizing release or (ii) a court order from a court of competent jurisdiction New Dawn / YAKCORPS - March 2011 Software Purchase Agreement - Addendum 4 requiring release. The court of competent jurisdiction shall be as stated in the Purchase Agreement. The release shall be in accordance with the written agreement or the court order. iv. If (i) Escrow Agent does not receive a proper Objection Notice or (ii) Escrow Agent receives either the written agreement or the court order specified in the Purchase Agreement, then Escrow Agent will immediately release the Confidential Materials to Licensee. In this event, the Escrow Agent will immediately notify the Licensee that the materials will be released and shall coordinate with Licensee to ensure that the materials remain secure and safe from damage during the transfer. v. Upon release of the Confidential Materials, this Agreement will terminate except as provided in Section 13 of this Agreement c. Release to Licensor. Escrow Agent will release the Confidential Materials to Licensor only if any one of the following circumstances occurs: i. This Agreement has been terminated pursuant to Section 11 of this Agreement; or ii. Escrow Agent ceases doing business or is unable to hold the Confidential Materials in accordance with the terms of this Agreement due to forces beyond its reasonable control. Escrow Agent shall provide written notice 60 days in advance of such release to Licensee. 5. Restrictions If the Confidential Materials are released to Licensee pursuant to the terms of this Escrow Agreement, then Licensee may use the Confidential Materials only to maintain and modify Licensor's software for Licensee's own use pursuant to the use of Licensor's software as originally intended under the Software License Agreement and as permitted in the Software Purchase Agreement. 6. Fees Licensee shall pay to Licensor the escrow fee of $285.00 annually, for the duration of this Escrow Agreement, so long as Licensor maintains compliance with this Escrow Agreement. Licensor shall pay Escrow Agent the annual escrow fee according to the terms of this Escrow Agreement. Escrow Agent shall notify Licensee if required annual payment is not paid by Licensor within 45 days of the due date. 7. No Duty to Inquire into Truth, Authenticity, or Authority; Right to Require Additional Documents Escrow Agent shall not be required to inquire into the truth of any statements or representations contained in any notices, certificates, or other documents required or otherwise provided under this Escrow Agreement, and shall be entitled to assume that the signatures on such documents are genuine, that the persons signing on behalf of any party thereto are duly authorized to execute the same, and that all actions necessary to render any such documents binding on the party purportedly executing the same have been duly undertaken. Without in any way limiting the foregoing, Escrow Agent may in its discretion require from Licensor or Licensee additional documents which it deems to be necessary or desirable in the course of performing its obligations under this Escrow Agreement. 8. No Liability Escrow Agent will incur no liability with respect to any action reasonably taken by Escrow Agent in accordance with the terms of this Escrow Agreement in the absence of Escrow Agent's own willful misconduct or gross negligence. New Dawn / YAKCORPS - March 2011 Software Purchase Agreement - Addendum 4 9. Notices Notices under this Agreement shall be in writing, and shall be delivered by registered or certified mail, return receipt requested, to the intended recipient at the address set forth adjacent to such parry's signature hereto, or to such other address as such recipient shall have designated by written notice to the sending party. Notices shall be deemed to have been given and received when signed for on the return receipt. 10. Modification This Escrow Agreement or any provision of this Escrow Agreement may not be modified, released, discharged, changed, amended, or waived except in writing signed by Escrow Agent, Licensor, and Licensee. 11. Termination Unless terminated earlier pursuant to Section 4 above„ this Escrow Agreement shall only terminate if either: a. Licensor and Licensee in writing agree to terminate this Escrow Agreement; or b. In the event that the named Escrow Agent is unable to fulfill the duty described in this escrow agreement and the events described in Section 4 c. of this escrow agreement occur, Licensor and Licensee will agree to.an alternate Escrow Agent; such agreement shall not be unduly withheld by either party. Once a new Escrow Agreement is executed with the new Escrow agent, if the Confidential Materials have not been released to licensor, the Escrow agent shall release the items directly to the new Escrow Agent. If the Confidential Materials have been released to the Licensor, the Licensor shall immediately deposit the returned Confidential Materials to the new Escrow Agent. All requirements of this Escrow Agreement and all escrow requirements included in the Purchase Agreement shall be included in the new escrow agreement with the new escrow agent unless otherwise agreed to, in writing, by both parties. 12. Restrictions Escrow Agent understands and acknowledges that (a) the Confidential Materials are the product of an extraordinary expenditure of time and money by Licensor and that the Confidential Materials include Licensor's trade secrets and confidential information, (b) any dissemination, disclosure, use, or transfer of the Confidential Materials in violation of this Agreement could cause extraordinary and irreparable harm to Licensor, and (c) Escrow Agent has no title to or ownership of the Confidential Materials supplied by Licensor and that the Confidential Materials at all times will remain the sole property of Licensor. Escrow Agent is prohibited from duplicating, copying, disclosing, disseminating, distributing, selling, subleasing, sublicensing, renting, or otherwise in any manner, directly or indirectly, in whole or in part, assigning, transferring, or otherwise disposing of the Confidential Materials for any purpose or in any manner except as permitted under this Escrow Agreement. 13. Survival All obligations of Escrow Agent under Section 12 will survive any termination or expiration of this Agreement. 14. No Warranties The Confidential Materials will be furnished AS IS by Licensor. LICENSOR DISCLAIMS AND EXCLUDES ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, MADE BY LICENSOR WITH RESPECT TO THE CONFIDENTIAL MATERIALS, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. In no event whatsoever will Licensor be liable for any New Dawn / YAKCORPS - March 2011 Software Purchase Agreement - Addendum 4 consequential, incidental, or special damages in connection with the furnishing to or use by Licensee of the Confidential Materials or otherwise with respect to the Confidential Materials or this Agreement. 15. Successors and Assigns This Agreement will not be assigned or in any way transferred, by operation of law or otherwise, by Escrow Agent without the prior written consent of Licensor and the Licensee. This Escrow Agreement will inure to the benefit of the successors and assigns of Licensor, subject to the terms of the Purchase Agreement. New Dawn / YAKCORPS - March 2011 Software Purchase Agreement - Addendum 4 Escrow Agreement Signing . The following parties agree to the terms set forth in this Escrow Agreement. Licensee: Yakima Consortium for Regional Public Safety (YAKCORPS) City of Yakima, Fiscal Agent Attention Finance Department 129 No. tad Street Yakima, WA ' 901 By: • (Si Name: Title: A-tail6W ter YAKCORPS, Executive Board President) J. f 4A g't-t-Io r'f Date: Licensor: New Dawn Technologies 843 South 100 W Logan, U By: (si Name: St P Title: Date: 3 3c ( L( Escrow Agent: Lewiston State Bank 2190 N Main Logan, Utah 84341 (435) 750-67 By: (Si Name: • el to se t e / 2,2/0, I Title: 1/: e. I i2t'S'!��✓l�l'r Date: / - 2 // New Dawn / YAKCORPS — March 2011 Software Purchase Agreement - Addendum 5 Addendum 5 JustWare Support Agreement This Support Agreement is between New Dawn Technologies, Inc. ("New Dawn" or Vendor) and Yakima Consortium for Regional Public Safety (YAKCORPS) ("Customer"). 1. Definitions a. Agreement: Agreement shall refer to the Software Purchase Agreement and shall hold the meaning as defined in Section 2 of said purchase Agreement, to which this Addendum is attached. b. Support: "Support" is defined as technical assistance with the Software, including but not limited to, response to questions about the functionality of the Software, assistance with the resolution of errors, error messages and installation questions. Support also includes troubleshooting the Software as needed to resolve issues. c. Support Agreement — shall refer to this justWare Support Agreement, Addendum 5 to the Agreement. d. Service Release — is the method New Dawn uses to correct errors, resolve critical problems with the Software and may be used to provide enhancements to existing software. e. Version: "Version" refers to a variation, either minor or major, from an earlier production release of the Licensed Software. A version could refer to a minor or a major change to the licensed software that is released to production by the vendor. Software releases have both a Major and a Minor version number in them. i. Major version: A Major version refers to the first number in the software release, ie 4.3, and 5.1. The numbers "4" and "5" represent the Major version. ii. Minor version: A minor version refers to the second number in the software release, ie 4.1, 5.2. The numbers "1" and "2" refer to the minor version. iii. Current Version: "Current Version" is the most recent publically released production version of the Licensed Software 2. Scope of Services and New Dawn Responsibilities During the Term of this Support Agreement, New Dawn shall render the following services in support of the Licensed Software, during standard Support Hours, as described below: a. New Dawn shall maintain a Support Services Center/Department capable of receiving requests from Customer's application Administrator, or their designee, for assistance in the use of Licensed Software during standard operating hours and will provide a method of contact and support for emergency situations outside the standard hours of operation. Customer may incur additional costs for support services provided outside standard operating hours; such costs will be mutually agreed upon by both parties at time service is requested / provided, b. New Dawn shall maintain a trained staff capable of rendering support services set forth in this Agreement. New Dawn / YAKCORPS — March 2011 Software Purchase Agreement - Addendum 5 c. Provide response within four (4) hours of receipt to requests to JustWare's Support Department made by Customer's JustWare Application Administrator or designee, through any of the standard methods of contact, during the normal Hours of Operation (as defined below). d. New Dawn Technologies shall be responsible for using all reasonable diligence in correcting verifiable and reproducible errors when reported to New Dawn Technologies in accordance with standard reporting procedures. New Dawn shall, after verifying that such an error is present, initiate work in a diligent and expedient manner toward development of an Error Correction. Following completion of the Error Correction, New Dawn shall provide this solution / Error Correction to Customer through a Service Release consisting of sufficient programming and operating instructions to implement the Error Correction. e. New Dawn shall provide support, including Error Corrections via a Service Release, to the most recent released version and the prior version of New Dawn's JustWare products, and New Dawn shall include the Error Correction in all subsequent versions of the Software. New Dawn shall not be responsible for correcting errors in any version of the Software other than the most recent version and the prior version. f. New Dawn shall not be responsible for configuring, maintaining, and upgrading the operating system including, but not limited to, backups and restores, fixes, and patches. g. New Dawn shall provide recommendations on the configuration and use of the Software and related hardware or software to meet the Customer's operational needs. h. New Dawn shall provide.assistance to a customer making their own supported changes to JWXML only after the customer has successfully completed JustWare XML (JWXML) Enhancement Training. i. New Dawn shall be responsible for maintaining and administrating a certification process for Customer's JustWare Application Administrators. J. New Dawn shall respond to Customer's requests for additional functionality enhancements to the Software, provided that such enhancements shall be mutually agreed to by New Dawn and the Customer. k. New Dawn shall provide regular versions of the Software including select enhancements, and Service Releases for the most recent version. These versions may contain new functionality and Service Releases not specifically requested by the Customer. New Dawn will provide Service Releases for error corrections and provide support for the current and prior version at no additional cost to the Customer. New Dawn will provide supplemental software and hardware requirements, recommendations and documentation for each version and Service Release of the Software. 1. New Dawn shall treat all information, data or files provided by Customer as confidential, maintaining secure access to such material only for New Dawn support personnel for purposes of investigating or solving a support request. m. New Dawn reserves the right to request an alternate or replacement for Customer's application administrator. Any request for an alternate or replacement administrator will be made in writing and will be accompanied by an explanation for such request. Customer will respond to New Dawn's New Dawn / YAKCORPS — March 2011 Software Purchase Agreement - Addendum 5 request within 30 days of its receipt, and if resolution to New Dawn's stated concerns cannot be reached, a replacement administrator will be assigned, if possible, within 90 days of formal request. n. New Dawn will provide upgrades of new version releases and may halt a version upgrade installation if Customer hardware and software systems do not meet the most current system requirements and recommendations. o. Standard methods of contact and hours of operation include: Telephone: 877.587.8927 Email: support@newdawntech.com Web and support forums: https://customer.newdawntech.com/ Written: ATTN: Support 843 South 100 West, Logan, UT 84321 Fax: 603.308.8138 Standard Hours of Operation are from 7:00 a.m. to 6:00 p.m. Mountain Standard Time except weekends and national holidays. 3. Customer Responsibilities a. Customer is responsible for providing one or more qualified JustWare Application Administrators as described herein, who is responsible for the regular maintenance and configuration of the JustWare Software. New Dawn must be provided the name and contact information for any JustWare Application Administrator. These individuals must receive JustWare Application Administrator Training and certification testing within 90 days of notice to qualify for support. Customer must arrange with New Dawn for training and certification of System Administrator(s). All support requests must be initiated by a JustWare Application Administrator, or an authorized designee. Support requests by anyone not identified and qualified as a certified JustWare Application Administrator are subject to higher support fee increases. b. Customer is responsible to provide and maintain a dedicated connection, approved by New Dawn to the JustWare Software's database and/or application server. This connection is to be available and accessible by New Dawn support personnel during the Normal Hours of Operation and for all other hours during which Customer and New Dawn mutually agree that New Dawn will provide support services from time to time, for the purposes of providing software support and upgrades. This connection must provide full screen access to the server with full administrative rights to publish information and make changes to the JustWare database and one or more network file locations. c. Customer is responsible to provide New Dawn support personnel with accurate configuration information, screen shots, or other files and documentation as necessary for New Dawn to respond to a support request. d. Customer is responsible to maintain all Customer data including but not limited to the backup of data stored in the JustWare database, custom documents and reports, and configuration files. e. Customer is responsible to maintain all hardware and software systems at not less than the minimum requirements for the operation of the Software, including but not limited to hardware, operating systems, security, network and storage based on the most current minimum system requirements. f. All communications between Customer and New Dawn must be in the English language. New Dawn / YAKCORPS — March 2011 Software Purchase Agreement - Addendum 5 g. A representative of Customer's technology division, or an authorized representative thereof, must be present when any on -site support is provided. 4. Disclaimer of Warranty and Limitation of Liability a. New Dawn disclaims all other warranties, either expressed or implied and representations with respect to the Software, except as stated herein and in the Purchase Agreement, to which this Addendum is attached. b. In no event shall New Dawn be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever and however caused, even if New Dawn has been advised of the possibility of such damages. The cumulative liability of New Dawn to the Customer for all claims arising in connection with this agreement shall not exceed the total fees and charges paid to New Dawn by the Customer within the past 12 months or from the date the cause of action arose to the then present date, whichever amount is greater. 5. Term and Termination of Service a. This Agreement will commence immediately upon the signing of the Agreement and continue in effect through the initial support period. The initial support period shall run from the signing of the Purchase Agreement by both parties through December 31, 2011. The First Year support term shall commence on January 1, 2012 and is effective through December 31, 2012; the term of each annual support year thereafter shall be from January 1' through December 31st of the applicable year. First year support fees, as referenced in the Purchase Agreement, will be invoiced to Customer on January 1, 2012. b. This Agreement will automatically renew for successive, one (1) year terms unless terminated by either party at anytime prior to the renewal date, subject to Customer's payment of the applicable JustWare Support fee. c. Either party may terminate this Agreement, per the terms of the Purchase Agreement, in the Event of Default of the Purchase Agreement by the other party.. d. New Dawn may terminate this Agreement should Customer fail to make the annual support payment as required under the Purchase Agreement, and Customer does not submit such payment within 60 days after a termination notification from New Dawn. e. This Agreement may be terminated by either party upon 30 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within the required notice period as defined in the Purchase Agreement. 6. Fees a. Customer shall pay New Dawn the JustWare Support fee as set forth in the Purchase Agreement. b. New Dawn shall invoice Customer at the beginning of each JustWare Support term as defined above for the JustWare Support fee unless otherwise stated in the Purchase Agreement. c. Customer shall pay invoices as set forth in the Purchase Agreement. d. Any undisputed amount not paid within 60 days after the invoice and due date shall bear interest at one and a half percent (1.5%) per month or the highest rate allowed by applicable law if less than 1.5% per month. e. Customers who do not purchase annual support or who need support above and beyond what is provided within the terms and conditions of this Support Agreement may, at their sole election, New Dawn / YAKCORPS — March 2011 Software Purchase Agreement - Addendum 5 purchase support from JustWare Support on a rate per hour basis, subject to the current service rates schedule. f. Customer acknowledges that annual support payment provides customers with new releases of the software at no additional cost, therefore, future versions of the software must be purchased if a Support Agreement is not in effect. DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD AGENDA REQUEST FORM Return completed form and complete agenda item to the Clerk of the Board Yakima County Commissioners' Office, Room 232 Prepared by: Deborah Clausing, Operations Manager Department: Prosecuting Attorney & DAC Requested Agenda Date: Presenting: Document Title: 06/15/2021 # Board of County Commissioners Record Assigned BOCC Agreement 153-2021 Yakima County, WA APPROVED FOR AGENDA: ❑ Consent ❑ Regular Board of County Commissioners Determined Renewal Amendment to JustWare Contract between Journal Technologies, Inc. and Yakima County/City of Yakima. Action Requested: Check Applicable Box ❑ PASS RESOLUTION 0 EXECUTE or AMENDAGREEMENT CONTRACT or GRANT ❑ ISSUE PROCLAMATION ❑ PASS ORDINANCE ❑ OTHER Describe Fiscal Impact: No financial impact as we have entered into an Agreement to purchase the eSeries and continue a business relationship with Journal Technologies. This amendment renews the March 30, 2011 executed agreement. Background Information: Journal Technologies set an End of Life date for the JustWare legal case management system, this amendment extends our original agreement for continued services through implementation until go -live date(s). Summary & Recommendation: Recommend Approval. Motion: Department Head/ Elected Official AGREEMENT Attached Is Approved as to Form Corporate Counsel Initial Late Agenda Requests Require BOCC Chairman Signature: DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD Renewal Amendment to JustWare Contract between Journal Technologies, Inc. and Yakima County and the City of Yakima This Renewal Amendment ("Amendment") is made to the JustWare License Agreement and JustWare API License Agreement, together executed as of March 30, 2011, as amended from time to time (the "Agreement"), by and between Yakima County and the City of Yakima, political subdivisions of the State of Washington, on behalf of the Yakima County Prosecutor's Office and the City of Yakima City Attorney ("Customer"), and Journal Technologies, Inc., as successor in interest to New Dawn Technologies, Inc. ("Contractor"). This Amendment is made as of the date of the last signature below. WHEREAS, Customer entered into the Agreement with Contractor to purchase Contractor's JustWare case management system and related software (including JusticeWeb and JustWare API, referred to hereafter as "JustWare") and to receive ongoing support and upgrades therefor; and WHEREAS, the Agreement provides that, after an initial one (1) year term it shall automatically renew for successive one (1) year terms, contingent upon Customer's payment of JustWare Support fees; and WHEREAS, Customer has agreed, in separate contracts attached hereto as Attachment A ("eSeries' License, Maintenance and Support Agreement") and Attachment B ("eSeries® Professional Services Agreement"), to switch its case management system from JustWare to eSeries®, a different and distinct software belonging to Contractor, as of the date of eSeries® Go Live, as that term is defined in Section 1.4 ("eSeries® Go Live") of Attachment A. NOW, THEREFORE, the parties desire to renew the Agreement in accordance with the terms set forth below. 1. The parties hereby acknowledge that the parties have fulfilled and completed their respective obligations under the Agreement in accordance with the terms thereof through the date hereof, and Customer desires to purchase from Contractor certain continued support for JustWare and related software in accordance with the terms of the Agreement as amended and modified by this Amendment. 2. The term of the Agreement, including any and all renewal terms referenced herein, shall not extend past the time of eSeries® Go Live, as that term is defined in Section 1.4 ("eSeries® Go Live") of Attachment A. 3. JustWare Support fees shall be in keeping with terms and conditions of the Agreement, and as specifically set forth in Exhibit A ("License, Maintenance and Support Fees") to Attachment A, for renewal term January 1, 2021 to December 30, 2021 ("Renewal Term A"), provided, however, that if the time of eSeries® Go Live occurs before Renewal Term A has completed, Renewal Term A and this DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD Agreement in its entirety shall terminate as of the time of eSeries' Go Live, after which date Contractor shall cease to provide support of JustWare and the related software listed in the first sentence of this section, and Customer shall receive a corresponding pro-rata credit applied to fees to be paid under the terms of the contracts attached hereto as Attachment A and Attachment B. 4. If the time of eSeries 6' Go Live has not occurred when Renewal Term A ends, this Agreement shall automatically renew for successive one (1) year terms, with an annual increase to the Support fees for JustWare and the related software listed in the preceding paragraph not to exceed four (4) percent, unless either party elects not to renew the term upon written notice to the other party delivered not Iess than ninety (90) days prior to the end of the then -current term. 5_ Any such subsequent renewal term shall be terminated, as shall this Agreement in its entirety, at the time of eSeries' Go Live, at which date Contractor shall cease to provide support of JustWare and the related software listed above and Customer shall receive a corresponding pro-rata credit applied to fees to be paid under the terms of the contracts attached hereto as Attachment A and Attachment B. 6. The parties hereby agree that support for JustWare and the related software listed above performed by Contractor during Renewal Term A and any and all subsequent renewal terms shall be of a limited nature, and shall include only the following: 6.1 Maintenance shall be limited to updates to JustWare (and the related software listed above) to address critical bugs, which are defined as errors in JustWare (or the related software listed above) recognized by Contractor, that if not fixed prevent Customer from conducting its normal operations, and for which there is no workaround. 6.2 Support shall be limited to access to technical assistance for JustWare (and the related software listed above), which shall include only: (i) the resolution of error messages, (ii) critical bug fixes and (iii) troubleshooting. If the terms of this Renewal Amendment conflict with provisions elsewhere in the Agreement, the terms of this Renewal Amendment fully supersede and replace those conflicting terms. All terms and conditions found elsewhere in the Agreement that do not conflict with terms of this Renewal Amendment are still in full force and effect. After the date hereof, any reference to the Agreement shall mean the Agreement as amended or modified hereby. [Continued on the next page] DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed as of the date last written below. Journal Technologies, Inc.: By. Printed Name and Title: Maryjoe Rodriguez, Vice President YAKIMA COUNTY PROSECUTOR By: Printed Name and Title: CITY Date: 6/4/2021 Date: 44 - Z2% Joseph Brusic, Yakima County Prosecutor 1 By: Date: &) J (1 3L al Printed Name and Title: CITY CONTRACT NO; RESOLUTION NO: Bob Harrison, City Manager DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD ATTACHMENT A eSeries ° LICENSE, MAINTENANCE AND SUPPORT AGREEMENT [An executed version of the parties' eSeries License, Maintenance and Support Agreement, which has been sent to Yakima County, would be included here to provide full context] DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD ATTACHMENT B eSeriese PROFESSIONAL SERVICES AGREEMENT [An executed version of the parties' eSeries Professional Services Agreement, which has been sent to Yakima County, would be included here to provide full context] DocuSign Envelope ID: 09B524B2-BE25-409F-BD6A-911 B678111 BD Agreem BOARD OF YAKIMA COUNTY COMMISSIONERS AGREEMENT ent Number BOCC Agreement 153'2021 Yakima County, WA BOARD OF COUNTY COMMISSIONERS EXCUSED Ron Anderson, Chairman a.da iiic*,.„ey Amanda McKinney, Commissioner (Ai& bi4t, LaDon Linde, Commissioner DATED JUN 2 2 2021 Attest: Litn,L.a, 4 Nora, Julie Lawrence, Clerk of the Board or Linda Kay O'Hara, Deputy Clerk of the Board Approved as to Form: Deputy Prosecuting Attorney