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HomeMy WebLinkAboutbocc.con.087.2010CONTRACT # ~~Z~l D CONTRACT WITH 12-KNOWLEDGE COMPUTING CORPORATION RE: COPLINK-ACCELERATING LAW ENFORCEMENT NO CHECK LIST NO MONEY INVOLVED ~~ ~25 ~,(, ~ ~(~'` ~ 12 - Knowledge Computing Corporation Contract Proposal for Pitkin County Colorado SherifPs Office Aspen Colorado Police Department Snow Mass Colorado Police Department Basalt Colorado Police Department Joining the Colorado West COPLINK Node December 9, 2009 r,~~,,.. AGREEMENT FOR SERVICES THIS AGREEMENT is made effective this th day of ,2010, by and between i2- KNOWLEDGE COMPUTING CORPORATION (hereinafter "KCC"), A Delaware Company, with its principal place of.business at 7750 E. Broadway Blvd, Suite 100, Tucson, Arizona 85710, and the Board of County Commissioners of Pitkin County, by and through the Aspen/Pitkin County Communications Center, having its principal office at 506 E. Main St. Dept. C, Aspen, CO 81611 (hereinafter "Customer"). Article I. ENGAGEMENT Whereas the Customer owns and maintains a Law Enforcement Records Management System (RMS) and has entered into an agreement with the Pitkin County Sheriff's Office, Aspen Police Department, Ba- salt Police Department, and Snowmass Village Police Department to provide use, access, and services for the RMS. Whereas, the Pitkin County Sheriff's Office, Aspen Police Department, Basalt Police Department, and Snowmass Village Police Department have made agreements with the Grand Junction Colorado Police Department and the Mesa County Colorado Sheriff's Office (the current members of the Colorado West COPLINK node) to participate in an information sharing initiative. Whereas, the Pitkin County Sheriff s Office, Aspen Police Department, Basalt Police Department, and Snowmass Village Police Department have joined the Colorado Information Sharing Consortium and will receive COPLINK licensing through the Consortium. Whereas the Customer has sought and acquired funding sufficient for the Pitkin County Sheriff s Office, Aspen Police Department, Basalt Police Department, and Snowmass Village Police Department to join the existing Colorado West COPLINK node. The Customer hereby engages KCC to provide the following services and products in accordance with the terms and specifications provided herein and in the Statement of Services set forth in Schedule 1 at- tached hereto: The Customer and KCC agree to the following terms and conditions in consideration for the mutual prom- ises stated in this Agreement, including the following Schedules, which are attached hereto and incorpo- rated herein: 1. Schedule 1(a): Product Description Schedule 1(b): Software (N/A) Schedule 1(c): Data Integration Description Schedule 1(d: RMS Data Sets Schedule 1(e): Data Set Inclusion - Exclusion Schedule 1(fl: Agencies for Enterprise License Schedule 1(g): Cost Summary 2. Sub-Schedules Page 2 of 43 A: Colorado West Licenses B: Integration Costs C: Third Party Hardware 3. Schedule 1(h): Hardware Specifications 4. Schedule 2(a): Statement of work Schedule 5. Schedule 2(b) Statement of work Project Management 6. Schedule 2(c) Software Installation (N/A) 7. Schedule 2(d) Statement of Work Integration Schedule 8. Schedule 3: Training 9. Schedule 4: Maintenance 10. Schedule 5(a): Data Validation 11. Schedule 5(b): Data Acceptance 12. Schedule 6(a): Refresh Test Procedure 13. Schedule 6(b): Refresh Acceptance 14. Schedule 7: End User License Agreement In the event of any inconsistency between the documents comprising this Agreement, the order of prece- dence shall be as follows: 1. The Agreement 2. Schedules to the Agreement A. Services. 1. KCC will integrate the data sources chosen and identified by Customer in schedule 1(d) into the existing Colorado West COPLINK Node. The complete description of the Integration services is enumerated in Schedule 1(b) and 1(c), respectively. The pricing for this contract is based on small agency pricing that KCC is currently offering to Colorado small agencies and on the limiting of the data source to the single records management system shared by all of the Customers. For this pric- ing, there will be single data source integration, data set limits from the records management sys- tem as outlined in Schedule 1(e) and a single data validation and acceptance. 2. The Grand Junction Colorado Police Department is the fiscal agent for the existing Colorado West COPLINK Node and the COPLINK database is housed at the Grand Junction Colorado Police De- partment. Page 3 of 43 3. At the Customer's option, KCC will install additional data sources and provide additional COPLINK software products at an additional cost as stated in the COPLINK pricing sheet current at the time of the request for additional services. The addition of sources or products will require a contract amendment detailing the products and services to be delivered. B. Training. Training is included in the pricing for this contract as provided in schedule 3. KCC shall provide a user manual for the system in electronic form. The Computer Based Training module is available to customers through their fiscal agent node. C. Maintenance and Support Services. KCC will provide maintenance and support services, as described in Schedule 4. Maintenance begins when the system is complete and is continued annually as long as Customer keeps the maintenance payments current. 1. Annual Maintenance, purchased year-to-year: Eighteen percent (18%) of the cost of the COPLINK Software paid by Customer pro-rated monthly for the remaining portion of the first calendar year and annually thereafter. 2. Annual Maintenance, purchased in increments of three-years or more: Fifteen percent (15%) of the cost of the COPLINK Software paid by Customer. These calculations shall apply all years that Customer has an Annual Maintenance Agreement in place for the KCC Soft- ware. 3. Customer shall pay Maintenance fees annually, and KCC shall invoice Customer for Main- tenance at the start of the Maintenance year. Customer can discontinue a maintenance con- tract at the beginning of any maintenance period. Additionally, Customer has the option of switching from year-to-year annual maintenance to three-year annual maintenance, or from three-year annual maintenance to year-to-year annual maintenance at the beginning of any maintenance period. 4. If the Customer elects not to renew Annual Maintenance and Support Services, The Custom- er acknowledges that any subsequent re-enrollment for Annual Maintenance and Support Services shall be accepted by KCC after the Customer cures the previous lapse in Annual Maintenance and Support Service by paying KCC the fee for the lapsed periods. D. Responsibilities of Customer. 1. Customer will provide a data network connection employing TCP/IP befinreen the data sources listed in Schedule 1(d) and the installed COPLINK System. 2. Customer will provide an internal project manager to coordinate all customer decisions relating to this Agreement. 3. Customer will identify a command-level decision maker. 4. Customer will designate authorized users to be trained at sessions provided by KCC under Article I, Section B. 5. Customer is responsible for providing sufficient access for COPLINK installation, including provid- ing data needed for the integration within one week of KCC's request. Customer may be required to intercede with third-party vendors of data sources owned, licensed to, and/or operated by cus- tomer in order to facilitate the data mapping and migration of such data to the COPLINK Solution Suite. Refusal by a third-party data source vendor to cooperate with KCC to allow creation of a reasonable access and migration mechanism for the COPLINK system shall remove any obliga- tion on the part of KCC to include the data source. Customer should ascertain the level of coop- eration provided by third-party vendors prior to contract signing. The cost for extraction of data or tools to extract data imposed by the RMS vendor is the responsibility of the Customer. 6. Customer will permit dial-up or VPN access to the COPLINK indexing server and COPLINK web- server located in or at customer site for purposes of installation, testing and system maintenance. Page 4 of 43 7. Customer will provide remote connectivity via VPN or other secure dialup access to customer Site to be used by KCC personnel at our office in Tucson, Ariz., for the purposes of installation, testing and system maintenance. 8. Customer will facilitate the acquisition by KCC personnel of customer and third party vendor re- sources necessary for the successful operation of the COPLINK Solution Suite. 9. The servers for the existing COPLINK Node are already in place at the fiscal agent location. Cus- tomer only requires an intermediary box for this process and it has been added into the project cost. 8. Normally, Customer would provide node rules, approve COPLINK consolidation rules and policies and procedures. The fiscal agent has these in place for the existing node and understanding and adherence to those rules are the responsibility of Customer and existing node members. E. Products. KCC has installed the software products in the existing Colorado West COPLINK node as described in Schedule 2(b). KCC will integrate the customers' data sources into the Colorado West COPLINK node as specified in Sub-Schedule B. F. Acceptance Testing. Refresh Acceptance Testing shall be performed based on Schedule 6. Data Acceptance Testing shall be performed based on the forms in Schedule 5a and Schedule 5b -Data Validation and Data Acceptance. The system is deemed to be accepted once the Customer has verified performance according to Sche- dule 5(b) and that the system pertorms in reasonable accordance with user's manuals. If functionality written in Schedule 5(b) or the user's manuals does not comply, customer will notify KCC in writing re- garding the problem area. KCC then must rectify the problem area, and if KCC cannot rectify the prob- lem, the system is deemed "unacceptable" until a mutually agreed upon solution is reached and the Ac- ceptance Testing is successfully completed. Article II. LICENSE The license terms for the COPLINK Solution Suite software are described in the End-User License Agreement (EULA) attached in Schedule 7. Page 5 of 43 Article III. CONSIDERATION, REPORTS AND METHOD OF PAYMENT A. Consideration. 1. In consideration for the products and service provided under this agreement, customer shall pay to KCC a total sum not to exceed the total project cost shown in schedule 1(g). The cost for the first year of annual maintenance, for an intermediary box and for training has been included in the total project cost. KCC shall charge customer only in accordance with this amount. The records manage- ment vendor (Spillman) may charge the Customers to extract the data and provide the data to KCC. Costs for the vendor are the responsibility of the Customers and are not included in this contract. 2. For Integration Services costs, KCC shall submit invoices to customer detailing the phase milestones for each dataset, as specified in Schedule 2(c), and outlining the fees due for the services rendered during that phase, specified in Schedule 1(g). Customer payment terms will be specified as invoiced. Invoices and billing will be done through the Town of Vail who is providing the funding for the other agencies being brought into the existing Colorado West COPLINK node. B. Taxes. Customer has indicated that they are a tax-exempt entity. KCC is not responsible for sales or use taxes arising from this agreement. C. KCC Payments. KCC shall be responsible for the payment of all KCC personnel. D. Final Payment. Upon completion of the services hereunder, customer will make final payment to KCC of all amounts due under this agreement, as invoiced. E. Invoices Required. Excluding any initial payment, customer shall pay KCC only on the submission of itemized invoices(s) for the services rendered. No payment shall be issued prior to receipt of material or service and correct in- voice. F. Customization. Custom engineer work shall be defined as any work deemed special or custom in nature and not specifi- cally detailed in the Schedule 1(a), Schedule 1(b), Schedule 1(c) and Schedule 1(e) of this agreement, or any additional supplements and/or appendices pertaining thereto. If custom engineering work is required, and approved in writing by customer, KCC shall charge $250 per hour to perform said work. G. Colorado TABOR Notwithstanding anything to the contrary contained in this Agreement, KCC and Customer will maintain compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §§ 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Article IV. SECURITY OF INFORMATION A. Criminal History Data. The data to be used in performing the services under this agreement is criminal history record informa- tion, which may be highly sensitive and confidential. Because of the need to validate to external data sources, it is critical that the real names of persons listed in the various data sources be retained, to ena- Page 6 of 43 ble the external linkage. For those KCC personnel who work directly with any sensitive and confidential data, KCC agrees that those personnel will undergo background investigations, conducted by the Tucson Police Department (TPD), and complete Arizona Department of Public Safety terminal operator certifica- tion (TOC) testing prior to having access to the information. Any facilities used for this project that house highly sensitive and confidential data will be secure, and access limited to persons who have been cleared by the TPD or the law enforcement agency responsible for the customer node and work station locations. B. Secure Facility. Any computer systems and networks used at KCC must be secure. Customer shall have the right to re- view and approve KCC's security measures to ensure that the confidentiality of the data is maintained. Customer will maintain control over the release of any information containing identifiable personal records used in this project. No information containing whole or partial data from the records used on this project can be released by KCC or any of its departments or personnel without the approval of customer. C. Security Procedures. KCC shall establish and maintain procedures and controls that are acceptable to customer for the pur- pose of assuring that no information contained in its records or obtained from customer or from others in carrying out its functions under the contract shall be used by or disclosed by it, its agents, officers, or em- ployees, except as required to efficiently perform duties under the contract. Persons requesting such in- formation must be referred to customer. Article V. CONFIDENTIALITY A. General. To the extent authorized by applicable law, including without limitation the Colorado Open Records Act, the parties hereto agree to keep confidential any information identified as confidential by the disclosing party or required to remain confidential by law using methods at least as stringent as each party uses to protect its own confidential information. "Confidential information" shall include, without limitation, KCC's research and development plans and reports, the computer code for the UA Software and KCC Software (both source and object code), the functionality or manner of operation of any computer code (including, without limitation screen designs and flows), or any other designs, techniques, methods, specifications, drawings, sketches, processes, trade secrets, product information, print-outs, formulae, samples, proto- types, systems and components, marketing or promotional information, and any other information marked confidential or accompanied by correspondence indicating such information is confidential exchanged between the parties hereto. Confidential Information also includes information relating to the disclosing party's business or financial affairs, such as financial results, business methods, pricing, competitor and product information and all other information designated as confidential. Except as may be authorized in advance in writing by KCC, customer shall grant access to the confidential information only to its own employees involved in installing and maintaining the KCC Software and customer shall require such em- ployees to be bound by this agreement as well. In addition, customer shall not permit any personnel or authorized user to remove any proprietary or other legend or restrictive notice contained or included in any material provided by KCC. The confidentiality and use obligations set forth above apply to all or any part of the confidential information disclosed hereunder except to the extent that: 1. KCC or customer can show by written record that it possessed the information prior to its receipt from the other party; 2. The information was already available to the public or became so through no fault of the KCC or customer; 3. The information is subsequently disclosed to KCC or customer by a third party that has the right to disclose it free of any obligations of confidentiality; or 4. Is independently developed by the other party without breach of this agreement. Page 7 of 43 B. Improper Disclosure. Except as required by the Colorado Open Records Act, a valid court order, or other applicable law, KCC and customer acknowledge that any use or disclosure of confidential information in a manner inconsistent with the provisions of this agreement may cause the other parties irreparable damage for which remedies other than injunctive relief may be inadequate, and each party agrees that the other parties shall be en- titled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies. Customer shall advise KCC if a request for information deemed confidential is made. In the event that KCC does not permit disclosure; KCC shall indemnify, defend, and hold harmless customer from any suits or damages resulting from KCC's failure to disclose. Nothing herein shall be construed to require customer to violate applicable laws or disregard valid court orders. C. Survival of Conditions. The terms and provisions of this article shall survive the termination of this agreement, for any reason, unless otherwise agreed upon by the parties. D. Improper Acts. Customer and authorized users shall not attempt to reverse engineer, translate, decompile or disassem- ble the object code of the KCC software and customer agrees to use its best efforts to prevent reverse engineering, translation, de-compilation and disassembly of the object code of the KCC Software by its authorized users. Article VI. OWNERSHIP 1. KCC shall own all computer software and data KCC develops in the performance of its obligations under this agreement, including all copyrights, trade secrets, and other intellectual property rights with respect to any object codes, source codes, instructions, manuals or other materials relating to the in- stallatian, operation of computer software provided by KCC. 2. Customer retains ownership of any data sent or migrated to the COPLINK Solution Suite. 3. KCC places source code in escrow at the request of the customer routinely, and such code is already in escrow for the Colorado Information Sharing Consortium. Such escrow makes the code accessible in the event of any of the following events, which have been outlined by the customer for this article: a. KCC becomes insolvent; or b. KCC ceases to conduct business and its business is not continued by another entity that has agreed to assume KCC's obligations under this Agreement; or c. KCC removes the Software from maintenance with or otherwise refuses to provide support for the Software. d. KCC files or becomes a party to any involuntary bankruptcy, receivership, or similar proceed- ing, and such proceeding is not dismissed within sixty (60) calendar days after filing. e. KCC makes assignment for the benefit of creditors. Article VII. DURATION A. Duration. This agreement shall be in effect until the final acceptance of the installed COPLINK System, unless ter- minated, canceled or extended as otherwise provided herein. Upon final acceptance, KCC will deliver to customer an annual maintenance agreement that will cover the twelve (12) month period after system acceptance, provided customer makes the annual maintenance agreement payments as specified in Schedule 1(g). Page 8 of 43 B. Improper Inducements. Customer may, by written notice to KCC, cancel this agreement if it is found that gratuities, in the form of quid pro quo entertainment, gifts or otherwise, were offered or given by KCC or any agent or representa- tive of KCC, to any officer or employee of customer. C. Termination. Upon material breach: Cure periods. This agreement may not be terminated upon a material breach of this agreement unless the other party (the "notifying party") first provides written notice of such breach to the first party (the "breaching party") as provided herein and the breach has not been cured within sixty (60) days after the breaching party receives such notice. The notice shall reference this Article VII (C), and shall describe each material breach of the agreement in sufficient detail to permit the breaching party to cure the breach. Neither party may claim a material breach of this agreement until the foregoing pe- riods have expired. In the event a single agency that is participating in this project breaches this agreement, such breach will not affect the remaining agencies other than the non-inclusion of the breaching agency's information in the COPLINK node. D. Survival. The terms and conditions of Article V: Confidentiality, shall survive this agreement for a period of five (5) years. Article VIII. ENFORCEMENT, LAWS AND ORDINANCES A. Effect of Law. This agreement shall be enforced under the laws of the State of Colorado. Venue shall be in Pitkin Coun- ty District Court. B. Compliance. KCC must comply with all applicable federal, state, county and local laws, ordinances, and regulations. C. Licenses and Permits. KCC shall maintain in current status all federal, state and local licenses and permits required for the op- eration of the business conducted by KCC. Article IX. INDEPENDENT CONTRACTOR A. Relationship. It is understood and acknowledged by each party that the parties hereto shall act in their individual capac- ities and not as agents, employees, partners, joint ventures, or associates of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other party for any purpose whatsoever. B. Withholding. KCC is advised that taxes or social security payments shall not be withheld from any payment issued he- reunder and that KCC should make arrangements to directly pay such expenses, if any. C. KCC Provided Insurance. 1. KCC maintains, at its own expense, general business liability insurance with a combined single limit of $2,000,000 per occurrence. 2. KCC maintains workman's compensation insurance which meets all requirements of Arizona la- bor law. Page 9 of 43 D. Additional Insurance. Customer is advised that the costs of any additional insurance or surety bonds, mandated or required to be carried by KCC as an effect of local codes, ordinances, regulations, procurement policies or other cus- toms, are the responsibility of the customer and will be billed as an additional cost item if customer re- quires these to be secured under this contract. Article X. MODIFICATIONS This agreement may only be modified by a written amendment signed by persons duly authorized to enter into contracts on behalf of customer and KCC. Article XI. WAIVER The failure of either party of this agreement to take affirmative action with respect to any conduct of the other, which is in violation of the terms of this contract, shall not be construed as a waiver thereof, or of any future breach or subsequent wrongful conduct. Article XII. INDEMNIFICATIONS A. General. KCC shall indemnify, defend, to the extent not prohibited by law, and hold harmless customer from any and all claims, demands, suits, actions, proceedings, loss, cost, and reasonable attorney's fees and/or litigation expenses arising or alleged to have arisen out of any act, omission, professional error, fault, mis- take, or negligence of KCC, its employees, agents, representatives, or subcontractors, their employees, agents, or representatives in connection with or incidental to the pertormance of this agreement. KCC's obligation under this section shall not extend to any liability caused by the sole negligence of the custom- er, or its employees. B. Claim and Action. In the event of any such claim or action, KCC shall have the option to either: 1. Modify the software so as to render it non-infringing so long as it continues tq conform to the spe- cifications and warranties herein; or 2. Procure for customer the right to continue using the software. C. Contingencies. Any such indemnification under this section shall be contingent upon: 1. Customer promptly notifying KCC in writing of any claim or action of which indemnification is sought; 2. Immediately ceasing use of the software upon notice of any claim or action relating to patent in- fringement; and 3. Affording to KCC sole control of the defense or settlement of any such control or action. D. Amount of Insurance. The amount and type of insurance required shall not in any way be construed as limiting the scope of the indemnification set forth above. Page 10 of 43 Article XIII. MISCELLANEOUS PROVISIONS A. Procurement Code. To the extent applicable, KCC agrees to abide by the provisions of the customer's procurement code. B. Assignment or Subcontracting. No assignment of this Agreement or subcontract shall be made by KCC with any other party for furnishing any of the services herein contracted for without the advance written approval of Customer. All subcon- tracts shall comply with Federal and State laws and regulations, which are applicable to the services, covered by the subcontract and shall include all the terms and conditions set forth herein, which shall ap- ply with equal force to the subcontract, as if the subcontractor were the contractor referred to herein. KCC is responsible for contract performance whether or not subcontractors are used. C. Compliance with ADA. KCC shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101- 336, 42 U.S.C. 12101-12213) and applicable federal regulations under the Act. D. Non-Discrimination. Neither party shall discriminate against any person or class of persons by reason of sex, color, race, reli- gion, national origin, or handicap while pertorming any obligation under this agreement. E. Entire Agreement. This agreement represents the entire agreement between customer and KCC relating to this requirement and shall prevail over any and all previous verbal and written agreements. F. Withdrawal by Individual Agency. Should one or more agencies contributing to the COPLINK Node information sharing system withdraw, KCC will modify the existing migration and mapping from those agencies to the COPLINK indexing server to exclude future refresh of data from those agencies. Such modification will be covered as part of the annual maintenance so long as the remaining agencies' data remains in the COPLINK Node. If an agen- cy wishes to remove data previously migrated to the COPLINK indexing server, KCC will bill the fiscal agent for the COPLINK Node for time and materials related to this activity at the rate of $250 per hour. In case of tota! removal of an agency's previously migrated data and non-participation, the cost associated with the initial mapping and migration of that agency's data will be subtracted from the total system cost, and future maintenance charges will be computed appropriately. G. Force Majeure Neither party shall be deemed to be in default of any provision of this Agreement or be liable for any de- lay, failure in performance, or interruption of service resulting from act of war, act of God, act of civil or military authority, civil disturbance, or any other like cause beyond its reasonable control. H. Prohibition Against Employing Illegal Aliens Pursuant to Section 8-17.5-101, C.R.S., et. seq., KCC warrants, represents, acknowledges, and agrees that: 1. KCC does not knowingly employ or contract with an illegal alien; 2. KCC shall not enter into a contract with a subcontractor that fails to certify to KCC that the subcontractor shall not knowingly employ or contract with an illegal alien; 3. KCC does not intend to hire any person for the pertormance of this contract. 4. KCC shall not use the Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed; Page 11 of 43 5. If KCC obtains actual knowledge that a subcontractor pertorming work under this Agree- ment knowingly employs or contracts with an illegal alien, KCC shall notify such subcon- tractor and Customer within three (3) days that KCC has actual knowledge that the sub- contractor is employing or contracting with an illegal alien, and shall terminate the sub- contract with the subcontractor if within three (3) days of receiving the notice required pursuant to this subsection the subcontractor does not cease employing or contracting with the illegal alien, except that KCC shall not terminate the contract with the subcon- tractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien; 6. KCC shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Depart- ment undertakes or is undertaking pursuant to the authority established in subsection 8- 17.5-102 (5), C.R.S; and 7. If KCC violates any provision of this Agreement pertaining to the duties imposed by sub- section 8-17.5-102, C.R.S. Customer may terminate this Agreement and Customer is not responsible for the actions of KCC. Page 12 of 43 Article X(V. USE OF NAMES AND TRADEMARKS Customer shall have the right to use the trademarks and name of KCC, but shall not have the right to use the names of the inventors of the KCC software without the written consent of the party whose name is desired to be used. Article XV. FORM QND METHOD OF NOTICE No notice required to be provided in this agreement shaii be effective unless it is in writing; is delivered to the other party by either reputable overnight courier; U.S. mail by registered, certified or overnight delivery service, with all postage prepaid and return receipt requested, or by personal delivery; and is addressed to: If to KCC: to Customer: Knowledge Computing Corporation Aspen/Pitkin County Communications Center Attn: Controller Attn: Mark Gamrat 7750 East Broadway Blvd, Suite 100 506 E. Main St. Dept. C Tucson, AZ 85710 Aspen, CO 81611 Or to such other address as KCC may de- Or to such other address as customer may desig- signate by written notice to customer. nate by written notice to KCC. Page 13 of 43 Article XVI. AUTHORITY The persons signing on behalf of customers and KCC hereby warrant and represent that they have au- thority to execute this Agreement on behalf of the party for whom they have signed. Agreements between the agencies are the responsibility of the agencies and not KCC. IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the date first men- tioned above. Printed Name Title For: Aspen/Pitkin County Communications ~ ,~ / Signa re Date ~ c.Ytt~ cr ~ Printed Name Title ~ ~/ ~ ~ ;.,s . . Attest " .~SS~ ~ ,~, rin ed Name Title ~ ~ Approved as to Form . ~,^` ~55' ~ ~1r~ ~ ~~ ~ • J~(~~n Cf Printed Nam' Titl Page 14 of 43 For: KNOWLEDGE COMPUTING CORP. Schedule 1(a) Product Description COPLINK Solution Suite is a tactical, flexible, line-level product, designed and produced by Knowledge Computing Corporation (KCC) to enhance information sharing within and between local, regional, tribal, state and federal law enforcement agencies, in accordance with each agency's sharing priorities, policies and all applicable laws. Data sets are designed to be NIEM compliant, OneDOJ and ICEPIC interopera- ble and N-DEx push ready. COPLINK is based on Internet-browser technology. It has been successfully implemented using secure socket layers (SSL) on the Internet. KCC recommends COPLINK operate within a secure law enforce- ment communications nefinrork, such as a dedicated private nefinrork, a Virtual Private Network (VPN), or an Intranet. In addition COPLINK uses data compression when transmitting information. Users are authorized through a combination of passwords and authorized user tables. Users can be assigned to groups that have dif- ferent levels of access to information. COPLINK also has full audit capabilities. The COPLINK Solution Suite also provides a separate set of administrative tools designed for use by the system administrator. Accessed through a similar log on procedure to that of the user programs, the ad- ministrative tools are a separate program. The administrative tools allow system maintenance, user addi- tions and deletions, audit functions, password maintenance, and look-up table modifications. COPLINK security functions and features comply with the Department of Justice CJIS security policy on law en- forcement information systems. Designed with modular "plug and play" components, the system can be tailored to individual agencies' needs. The suite can also be quickly modified to keep pace with changes in individual agency require- ments, over time. COPLINK Base Program: This is the basic installation for the COPLINK System. It includes the COPLINK Migration Engine, the COPLINK Administration Program, the COPLINK Detect standard mod- ule, COPLINK data set, and the graphical user interface. Also included in the basic installation is training for the customer systems administrator, a"train the trainer" session for end users, as well as mapping and data migration for one standard records management system. Each COPLINK node can contain data sets from multiple agencies and data sources. A COPLINK data set is created when a records management system or other data source that is mapped and migrated into a COPLINK node. A standard data source is a records management system installed and supported by a vendor who COPLINK has an agreement to cooperate with, or a vendor which the customer will influence to cooperate with COPLINK. A non-standard data source includes all systems that are not SQL 92 com- pliant, such as VSAM, ADABASE, Flat Files and hierarchical databases. Data sources are mapped and migrated as part of the initial installation and automatically updated on a scheduled basis. Additional data sources can be included in the COPLINK node data set through subsequent system updates. COPLINK provides ongoing product enhancements and technical support services. The cost is 18 per- cent of the total system cost for year-to-year maintenance, or 15 percent of the total system cost, per year, if a three-year agreement is concluded. Maintenance service contracts are payable annually, in ad- vance. This contract specifies which modules are currently in the Colorado West COPLINK Node in Sub- Schedule A. The customers will only require one intermediary box for this integration and refresh process. The user work station requirements are shown below. Page 15 of 43 5. User Workstations. Windows XP Intel Celeron processor 512MB of RAM 80Gig HDD Display resolution: 1024x768 Schedule 1(b) Software Installation Description Not applicable for this contract Page 16 of 43 Schedule 1(c) Data Integration Description The COPLINK Solution Suite uses a proprietary data migrator to extract information from underlying data sources. The underlying sources are mapped to the COPLINK database, which is standardized to enable the storage of data from many disparate sources. This allows the underlying data, regardless of the source, to be placed in the correct tables. The power of COPLINK is based on data consolidation. It is common that data sources in adjacent juris- dictions contain many persons, vehicles, locations, weapons and other data in common. Using consolida- tion algorithms, COPLINK consolidates these objects. Thus, a person who is common to disparate under- lying data sources is shown as one person with a number of documents associated. The COPLINK Migrator XML Listener is the system's automatic data migrator. New or modified data is sent by the disparate RMS and criminal justice systems using a proprietary XML data stream. The COPLINK Migrator recognizes the data and its source, and forwards it to the proper tables in the Data- base server. Consolidation eases the task of investigation. By displaying the consolidated records, the user need only look at one person reco~d to discover all the available information. Consolidation also adds links to the individual records from disparate sources. It links the persons, vehicles, locations and other data from one source to the persons, vehicles, locations and other data from other sources. This is especially helpful in cross jurisdictional investigations. Consolidation is the process used by the COPLINK Migrator to group similar database objects from dis- parate sources (or the same source) into a common record. This is done to enable the other objects as- sociated with a given object to be associated with all instances of that object. This also reduces the num- ber of times the same object is displayed, and gives the user a better view of the activity associated with that object. Data migration and integration, during COPLINK installation, will include: Integration of Customer's data sources as shown into the existing Colorado West COPLINK Node. Page 17 of~43 Schedule 1(d) List of Agencies with RMS Datasets Pitkin County Sheriff's Office 40 Spillman RMS SQL Aspen Police Department 27 Shares Spillman RMS SQL Snow Mass Police Dept 10 Shares Spillman RMS SQL Basalt Police Department 9 Shares Spillman RMS SQL Page 18 of 43 Schedule 1(e) Data Set Inclusion 8~ Exclusion For this Colorado Small Agency pricing model, the Customer will choose four of the foNowing da- ta sets to be included in the integration from their Records Management System: • Crime reports • -Field Interviews • -Citations • -Arrests • -Pawn Tickets • -Mugs • JMS and CAD are not included in this pricing model The normal inclusions and exclusions are shown below: Records to be included in COPLINK data mapping and migration are a critical component for the scope of the project. They are intended to enhance the capability of the search and analysis function. Data is mapped and migrated using standard enumerations (e.g. "Grandparents" in RMS data source will be mapped into COPLINK dataset as "relative"). Historical data must be provided unaltered in DBMS "backup" or "export" formats to qualify for standard contract price. These vary for each database man- agement system (BAK for SQL Server, Data Pump for Oracle, etc.). Export formats are subject to approval by KCC. Any data source alterations, including masked vafues, date range sub-selection and table/column exclusions, will result in additional cost. Additionally, records included in the COPLINK dataset are a subset of all available source data. Records not included in the COPLINK data set, referred to as "alien data", will not be imported for use through the COPLINK program and modules, but will continue to remain available on agency data source system. For RMS (Records Management System) data sources, records migrated into the COPLINK data set ex- clude: AFIS, Probation, Court Date and CJIS data, as well as intelligence and crime analysis documents, civil process documents, arraignments, watch lists, evidence reports and gang affiliation. From JMS source data, only booking documents will be included, along with mug shots. Jail operations and inmate reports, including release dates, both anticipated and actual, are excluded. For CAD (Computer Aided Dispatch) record, only occurrence, dispatch and other header data is included. Only data created by the standard application will be mapped and migrated at the quoted contract price. However, KCC will, at an agency's request, convert alien data along with the rest of the data mapped and migrated to the COPLINK dataset, using the standard maps developed for the product. If the conversion is deemed acceptable by the agency, the data can be included in the production system as part of the standard process, at the quoted price. If additional analysis and custom mapping is required to address issues related to importing the alien data, KCC will provide an estimate in advance of the additional cost and delay to be incurred. Page 19 of 43 The following data for documents will be included as header data for each document type: Document Type Data Elements Departmental Incident Begin DatelTime, Incident End Date/Time, Report Number, Beat, Grid, Crime Type(s) Supplemental Incident Begin Date/Time, Incident End Date/Time, Report Number, Beat, Grid, Crime Type(s) Arrest Type, Number, Charge Booking Charge, Date/Time, Release Date/Time, Anticipated Release Date/Time, Release Agency, Release Lo- cation, Release Reason, Release Officer Citation Type, Number, Status, Beat, Grid, Charge Warrant Type, Category, Number, Court Docket Number, Status, Charge Field Interview Type, Number, Beat, Grid Pawn Ticket Number, Shop Name, Pawner, Pawned Item Permit Type, Number, Status Traffic Collision Incident Begin Date/Time, Incident End DatelTime, Number, Beat, Grid, Crime Type(s) Dispatch Type, Number, Arrival Date/Time, Clear Date/Time, Beat, Grid Occurrence Number, Priority Code, Out Type (indication of how the call was routed to the field), Call Source Type, Beat, Grid Supervision Type, Reference Number, End Date, Status Page 20 of 43 The following table outlines the object types mapped for each document type: N ~ sa c :~ .~ ' v~ ~ ~l1 v ~ Q , N :C N ' ~, iUi a~ C o O 'N . V ci' p, ; ~ s- ' C ~. i ~- 'p~ ~ }'' ~ '' `~ a {!j ` ~ J ' ~ O Document T e\ Ob'ect t e De artmenta) X X X X X X X X X Su (emental X X X X X X X X X Arrests ' X X X BOO~CIfiI S X X X Cita#ions X X X X X X X X X Warranfs X X X X X X X X X Field Interview X X Y X X Pawn ' X X X X X X X Permit ' ' X X X X X Traffic Collision Crash ' X X X X X X X ~GCUIT811CE ' ' ' X X X X X X X X X Dis atc~t X X Supervision ' X X X X X Page 21 of 43 The following table outlines the data elements included/excluded per object type: Object Type Data Elements Data Elements Included Excluded Person Name, Alias(s), Gender, Religion, Education Lev- DOB, Height, Weight, el, Skill Set, Depen- Eye Color, Hair Color, denUCustody, Financial Race, Ethnicity, Marks, Need Status, Finger- MO, Appearances, Cau- prints, Citizenship Sta- tion Flags, Employer, tus, Marital Status, Sex- IDs (OLN, SSN, SID, ual Orientation, Lan- FBI, Local) guages Spoken Organization Name, Type Officers Name, Badge Number Personal Information Vehicles Class, Make, Model, Impounds Style, Year, Color, Li- cense Plate Weapons Type, Manufacturer, Serial Number, Color Properties Category, Type, Size, Make, Model, Color, Serial Number, Quantity Securities Type, Issuer, Serial Number, Denomination, Quantity, Value Phones Phone Number, Type Locations Address, Type Page 22 of 43 Schedule 1(fl List of Agencies for Enterprise Licenses '~ List of Agencies for Enterprise License Pitkin County Colorado Sheriff's Office Aspen Colorado Police Department Snow Mass Colorado Police Department Basalt Colorado Police Department Page 23 of 43 Schedule 1(g) Project Cost Summary r~ . . ~ . . COPLINK Software Licensing (Enterprise)" $0.00 Data Source Integration Services** $30,000.00 Services: Node Installation Fee $0.00 Project Management (on-site 6 months) $0.00 Training Services (16 hours for 15 persons) 1 $9,500.00 Subtotal Services $9,500.00 Subtotal 3rd Party Hardware*"'`* $1,000.00 Sub-schedule A Software Licenses in Colorado West Software License Value (Subschedule COPLINK BASE System $0.00 COPLINK Computer-Based Training $0.00 COPLINK Active Agent $0.00 COPLINK IncidentAnalyzer $0.00 COPLINK Adaptive Analytical Architecture (A3) $0.00 COPLINK~/sualizer $0.00 COPLINK Intel L.E.AD. $0.00 COPLINK Mobile (incl. iLEAD Mobile) $0.00 COPLINK CompStat SUBTOTAL SOFNVARE . .. ... . . •.. Page 24 of 43 Subtotal 3rd Party Software'`*** $0.00 Year One Integration Services maintenance and support $4,500.00 f ~ ~~ Sub-schedule B Integration Services Costs Data Sets Pitkin County Sheriff Spillman Data Sets 1 Cost of Frst Dataset $30,000.00 Cost of Subsequent Dataset $0.00 Vendor ~nterface(s) $0.00 Multi- Agency System Yes Total Cost for al Datasets $30,000.00 Aspen Palice (shares Spiliman) 0 $0.00 $0.00 $0.00 $0.00 Snow Mass Pblice (shares Spiliman) 0 $0.00 $0.00 $0.00 $0.00 BasaR Police (shares Spillman) 0 $0.00 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 $0.00 SUBTOTAL 1 $30,000.00 ~.. . 0 $0.00 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 $0.00 SUBTOTAL 0 $0.00 Total for IS w ithout Vendor Interface $30,000.00 Total for Integration Services . •- . .. - 1 .. . . ..- • . . $0.00 •-. . • $30,000.00 . Page 25 of 43 Sub-schedule C Third Party Hardware & Software Web/App Server Migration Server Database Server Storage Server Cabinet Intermediary Servers (per agency) 1 $1,000.00 $1,000.00 TOTAL 3rd PartyHardware $1,000.00 Hardware Sales Tax TOTAL 3rd PartyHardware with sales tax $1,000.00 Description Qty Price Subtotals TOTAL 3rd Party Software $0.00 Sofinrare Sales Tax $0.00 $0.00 TOTAL 3rd Party Soflware with sales tax $0.00 Total 3rd PartySoftware and Hardware $1,000.00 Schedule 1(h) Hardware Specifications Intermediary Box Specifications (Included in Pricing) Dell Opti-Plex 960 Desktop Intel~ Core 2 Duo Processor E8400 (3.OGHz, 6M, 1333MHz FSB) Windows Vista~ Business, SP1 (64-bit) 4.OGB DDR2 Non-ECC SDRAM, 800MHz, (2DIMM) 2x160GB 7200 RPM SATA 3.OGb/s and 8MB DataBurst Cache configured as RAID-1 Page 26 of 43 Schedule 2(a) Statement of Work Estimated Prolect Schedule Hardware Installation (responsibility of the Customer)* MOU (responsibility of the Customer) Preliminary Discussions with agency Create MOU Document Project Management (See Schedule 2b) Create Preliminary Project Plan Kick-off Meetings Create Working Plan (based on information from kick-off meetings) Software Installation (See Schedule 2c) Maintenance Services Integration Services (See Schedule 2d) Training Final System Acceptance '` Timeframe for COPLINK installafion and infegrafion is dependent on availability of essential onsite hardware and sol~ware, as wel! as access to data sources to be migrated. Wifhin three weeks from the date KCC receives all data, a project schedule wil! be provided to the Customer. Schedule 2(b) Statement of Work Project Management _ --- Plan and Conduct Kick-off Meetings ~ g Create Progress Reports 0.5 Create Project Plan 0.5 Assigned Task 0.0 0 i - . • - - ~ Plan and Conduct Kick-off Meetings Bi-weekly Project Plan Monthly Schedule 2(c) Statement of Work Soflware Installation Schedule Information (Software is already installed at Fiscal Agent Site) Page 27 of 43 , Schedule 2(d) Statement of Work Data Source Integration Schedule The effort/days are shown below. Completion of the project is dependent on timely receipt of the historical data backup and report examples and the analysis of the data provided. Within three weeks of receiving the data and report examples as outlined in the kick off meeting, a project schedule will be provided the customer. Work begins on a data source ONLY when a historical backup of the data and sample documents from the system are received at KCC facilities (database schemas and data dictionaries are not su~cient to map the data). Data Source integration 50 Load/restore/input data source from historical backup 2 Analyze data source g 4 Map data source to COPLINK 26 Design/create/review maps and design refresh mechanism 21 Map lookup values 5 Migrate data (computer processing time, possibly a subset) Internal QA g KCC SME's review the data in COPLINK 1 Fix issues from QA review 5 Migrate data (possibly a subset) Data Validation 3.5 Perform DV test with the agency 0.5 3(x4 persons) Fix issues from DV test 3 Migrate data (full dataset) Data Acceptance 0.5 2(x4 persons} Load data into production COPLINK database 1 Establish data refresh 5 g Refresh acceptance 0.5 8 ~- .. - -. Data validation form Each system Data acceptance letter Each system Refresh acceptance letter Each system Notes: 9. Efl`orf is the amounf of labor time not e/apsed time. 2. Migrafe Data is the step of converting the hisforical data from the source backup into the COPLINK dafabase. The estimatian of the migration time will be defermined a~ter analyzing the data source to defermine size and complexity. Based on previous data sources, the data will load at a rate befween 15, 000 to 20, 000 records per day. 3. Both Data Validation and Data Acceptance forms are in Schedule 4(a) and 4(b), respectively. 4. All testing with the agency will be done via conference cat! bridge and Webex software. !f agencies of like source systems (i. e. Visionair, Tiburon, etc...) can be done-ana/yzed and mapped-at Page 28 of 43 the same time, the duration of each data source could be reduced by approximately 10 days. Page 29 of 43 Schedule 3 Training KCC will provide standard training for 15 authorized users. Since the COPLINK Solution Suite is intended for use by officers, deputies, troopers, detectives, investigators, agents, and analysts, this training is de- signed to assist them in acquiring a working familiarity with the Solution Suite function in relation to their duties. The following will be covered in the finro days of training: ^ History, overview, and design of the COPLINK system. ^ Discussion and demonstration of program functions and modules to include explanation of the Graphical User Interface, Detect, Incident Analyzer, Active Agent, and Visualizer. ^ Familiarization with Graphical User Intertace. ^ How to maneuver the application. ^ Familiarization and use of query tools. ^ Creating and conducting queries. ^ Reducing result sets through filtering. ^ Creating and conducting Basic and Refined Searches. ^ Function of Visualizer and Incident Analyzer within Detect. ^ Hands-on program use on real world police scenarios. COPLINK user training program provides KCC training staff, onsite with fifteen (15) laptop computers in- stalled with the COPLINK training environment for use during first day training. To support this training, the Customer must provide a class room suitable for fifteen (15) trainees, plus finro KCC Training Special- ists, as well as connection to the Internet and connections to a large screen monitor or overhead projec- tor. Facilities such as restroom and break room are also required. Standard First Day Training consists of: ^ Eight hours on the KCC environment. The training is interactive with the class. There will also be a PowerPoint presentation to assist the students with each step as well as hands-on assistance from COPLINK Training Specialists. ^ To support first day training, the Customer will receive one electronic copy of COPLINK User Ma- nuals, Fast Track Guide, Student User Guide and ~'AQ list. Standard Second Day Training for users is six hours. The second day is a workshop session that will consist of: ^ Working scenarios created by COPLINK 7raining Specialists using the COPLINK database created for the Customer. Page 30 of 43 ^ After training in the working scenarios, students are invited to examine actual cases they are in- vited to bring with them, assisted by the COPLINK training specialists ali of whom are retired Tucson Police Investigative Personnei. This second day of training requires that students have access to fifteen (15) computers operat- ing the COPLINK application with access to the Customer's COPLINK database. Therefore, train- ing is not scheduled until the deployment project has reached Data Acceptance. Following the second day training for users will be two-hour Admin Module training for system administra- tors. This training consists of: ^ Learning how to access the Admin Module. ^ Leaming how to add users and user groups. ^ Learning how to update users and user groups. ^ Learning how to delete users and user groups. Additional module training is provided by Web-X in two-hour increments at a rate of $250 per hour for each of the modules in this contract. This training is not included in the standard training program and will be assessed as an additional service. There is no module training included in this contract. Modules not covered in the basic training available for web-x training at an extra cost are: • COPLINK Intel L.E.A.D. • COPLINK CompStat Analyzer Additional Training consists of: Any on-site or web-x sessions not already listed in Schedule 3. This will be provided at an additional charge. Page 39 of 43 Schedule 4 Maintenance Services Agreement KCC will provide the following maintenance and support services during the term of this Agreement: Maintenance Services: KCC will provide the customer the following under the Maintenance Pro- gram: (a) No-cost telephone support for technical issues. Standard support is available from 8:00 am to 5:00 pm (Mountain Standard Time) on regular business days (holidays and weekends ex- cepted). Enhanced support is available at anytime. (b) No-cost e-mail support for technical issues. (c) No-cost for all published patches and system-wide bug fixes. (e) No-cost updated COPLINK self-paced learning program whenever an update is issued. This assumes that Customer has licensed the self-paced learning module. (d) Non-warranty related program errors (once the initial warranty period has elapsed.) Service Level: KCC support staff will assign a KCC issue number and a tentative schedule for re- solving any technical support issue: Standard support: within one business day of receipt. Enhanced support: within two hours of receipt. Updates: Minor version product updates and software patches to purchased system components will be provided as part of the Annual Maintenance Agreement. Ongoing Maintenance: All maintenance costs are based on the assumption that KCC will have VPN and Remote Desktop access to the COPLINK servers and that KCC's proprietary remote access monitoring (RAM) system will be installed on the servers and have the ability to send data to the listening service at the KCC Tucson offices. For license fee maintenance, Customer agrees to assume ongoing maintenance fees 90 days from Purchase Order date. For integration services, Customer agrees to assume ongoing maintenance fees after the data acceptance test when the data source is in production Specific Inclusions The Maintenance and Support Services provided hereunder shall specifically include the following: 1. Correction of defects in the maps that are not caused by changes to the underlying source such as missing contracted mapping elements 2. Refresh monitoring services 3. 10 hours of effort (annually} per data source to correct existing maps to documents due to changes in the underlying source (ie. version changes or customizations) Page 32 of 43 Specific Exclusions: The Maintenance and Support Services provided hereunder shall specifically exclude the following: 1. All major version upgrades of Coplink software. 2. Modifications in or to the underlying data sources that provide infarmation to the COPLINK sys- tem via the migration program without prior written notification of: a. All changes and upgrades such as any change to the database platform such as a switch from AS/400 to SQL Server, any additional modules to the underlying source such as a Citation module, and any modifications that would require a redesign of the refresh me- chanism. b. Bulk operations on data sources c. Scheduled downtime 3. Any hardware or third-party software not under the direct control of KCC. 4. Additions or enhancements to the original maps that passed Data Acceptance Technical Support Procedures: o Hours of Technical Support: Ordinary Technical support for the Coplink system is available on regular business days (Monday through Friday, excluding holidays) from 8:00 am to 5:00 pm, Mountain Standard Time. Please note that Arizona does not switch to Daylight Savings Time. o Method of contacting Knowledge Computing Corporation: The Customer will identify not more than three (3) staff members from each organization participating in the' project who have the authority to make requests for technical support. One alternate person may be appointed who shall have the authority to contact technical support in the absence of or unavailability of the regu- iar contact persons. o Methods of Reporting Technical Support Issues: Customer may report technical support is- sues via: • Telephone call to the KCC offices: (520)-574-1519 or (877)-522-9599 • Email sent to support@coplink,com o Problem Description: KCC technical support personnel will log the technical support call and request sufficient information to determine exactly what type of problem is being reported. o Problem Determination: KCC will respond within one business day to all requests for technical support with a plan outlining the process KCC intends to follow to resolve the problem. KCC clas- sifies reported problems as one of four levels. Severity Levels are detailed below: • Severity Level 1(Critical Problem) The System is unavailable, resulting in a critical impact to operations that require fast resolution. Page 33 of 43 • Severity Level 2(Major Problem) Designated users can access the System; however ma- terial functions are not available. • Severity Level 3(Minor Problem) Designated users can access the System, and one or more of the less important functions are not available resulting in a minor impact, • Severity Level 4(Minor Problem/Enhancement Request) The impact is insignificant to users, and the Parties agree that problem resolution will require new functionality or an enhance- ment to be made at a mutuaAy agreed upon date. o The description of the Problem Severity Level is found in the foAowing table, along with the miti- gation procedure. Severity Targefi Response Time ' Leve1, (Normal Business Hoursj _.~---~_~ 1 hour ~ 2 __ . _ _ 1 hour 3 ' 1 day 4 2.daYs _ _. frequency of'Report Targe# Issue Reso- on Issue Status '' ' lution Time Hourly 24 hours ___ _ __.. _._ ___ _. _--._ Daily ~~ ~ ~t 48 hours Every 2 days I 5 days _Monthly ` As scheduled o Program Code Error ("Bug") Determination: KCC will attempt to replicate the problem de- scribed in the technical support request following the steps used by the customer. Non- reproducible problems wilf not be considered bugs. o Problem Resolution: Upon determination that the technical support issue is a program code er- ror, KCC will so report to the Customer and present a KCC issue number and a mitigation strate- gy to resolve the problem along with a tentative time line for problem resolution. o Report to Customer: Upon resolution of the technical support issue KCC will provide the Cus- tomer with a synopsis of the issue, the findings of the KCC technical support staff and the final resolution of the prob(em. o Program Patches and Updates: Customer will receive any applicable program patches and up- dates as they become available. Updated September 2009 Page 34 of 43 Schedule 5(a) Data Validation Form Project Name: Agency Name: Data Source Name: 1. The Agency and KCC have conducted a Data Validation session consisting of side- by-side comparisons of actual documents as they appear in the source system and in COPLINK. The accuracy of this process is proportional to the number of docu- ments examined. The Agency agrees that the sample size examined was sufficient- ly large to satisfy their particular quality requirement. 2. The accuracy of the Data Validation session also depends on the participants in- volved. The Agency has involved sufficient representation from some or all of their records, data entry, IT, command and end-user communities. 3. The Agency understands that any additional data mapping issues not identified dur- ing the Data Validation session will require change orders, could incur time and ma- terial costs to resolve and might not be resolved until after the data source is in pro- duction and the project has entered the maintenance phase. 4. Issues identified as blocking defects during this Data Validation session will be re- solved by KCC and demonstrated as fixed during a subsequent Data Acceptance session. The data being examined during this Data Validation session will not be moved into the production COPLINK database before Data Acceptance. 5. Issues identified as acceptable defects during this Data Validation are to be re- solved after this data source has been merged into the production database. Blocking Defect #s: (see attached issue report forms for detaifs) Acceptable Defect #: (see attached issue report forms for details) Agency Signature: Agency Name: Date: Page 35 of 43 Data Validation Issue Report Reported by: Steps to reproduce issue: (Include document number, person name/DOB~dentifiers which illu- strate a specific example, when possible.) Explain what you expected to see: Explain what you actually saw: This issue represents: (choose one) ^ A Blocking Defect (data should not be merged into production COPLINK and shared with other agencies until the issue is resolved.) ^ An Acceptable Defect (data can be merged into production before the issue is corrected, but the issue should be resolved at the earliest opportunity.) KCC Issue Tracking Number: (May be assigned during or after data validation session) Page 36 of 43 Schedule 5(b) Data Acceptance Letter Project Name: Agency Nam Data Source Nam 1. The Agency agrees that the Data Acceptance Session has demonstrated that all blocking defects identified during the Data Validation Session have been resolved, and authorizes moving this data source into the production COPLINK database for sharing with other agencies. 2. The Agency understands that issues identified as acceptable defects during Data Validation are to be resolved after this data source has been merged into the pro- duction database. Agency Signatu Agency Name: Date: Page 37 of 43 Schedule 6(a) Data Refresh Test Procedure # Test Action Ex ected Result Pass/Fai( Add New Documents 1 Create a test docu- Document will flow into ment in source system COPLINK after next refresh cycle. Changes to Existing Documents 2 Add objects to test New person will appear in document. Add a new COPLINK'S copy of the person to the test document after the next refresh document created in cycle. step 1. 3 Modify objects in test Modification will be reflected in document. Modify COPLINK'S copy of the some attribute of a document after the next refresh person in the test doc- cycle. ument. 4 Delete objects in test The person will no longer appear document. Delete in COPLINK'S copy of the some person from the document after the next refresh test document. cycle. Delete Documents 5 Delete the test docu- The test document will no longer ment. appear in COPLINK after the next refresh. Page 38 of 43 Schedule 6(b) Data Refresh Validation Form Project Name: Agency Name: Data Source Name: 6. The Agency and KCC have conducted a Data Refresh session consisting of a test plan (schedule 6a) that compares documents as they appear and are modified in the source system and then are refreshed in COPLINK. The accuracy of this process is proportional to the number of documents examined. The Agency agrees that the sample size examined was sufficiently large to satisfy their particular quality re- quirement. 7. The accuracy of the Data Refresh session also depends on the participants in- volved. The Agency has involved sufficient representation from some or all of their records, data entry, IT, command and end-user communities. 8. The Agency understands that any additional data refresh issues not identified during the Data Refresh session will require change orders, could incur time and material costs to resolve and might not be resolved until after the data source is in production and the project has entered the maintenance phase. 9. Issues identified as blocking defects during this Data Refresh session will be re- solved by KCC and demonstrated as fixed during a subsequent Data Refresh ses- sion. The data being examined during this Data Refresh session will not be moved into the production COPLINK database before Data Refresh Acceptance. 10. Issues identified as acceptable defects during this Data Refresh are to be resolved after this data source has been merged into the production database. Blocking Defect #s: (see attached issue report forms for details) Acceptable Defect #: (see attached issue report forms for details) Agency Signature: Qgency Name: Date: Page 39 of 43 Schedule 6(b) Refresh Acceptance Letter Project Name: Agency Name: 1. The Agency and KCC have conducted the Refresh Test Procedure consisting of a test plan (schedule 6a) that compares documents as they appear and are modified in the source system and then are refreshed in COPLINK. The accuracy of this process is proportional to the number of documents examined. The Agency agrees that the sample size examined was sufficiently large to satisfy their particular quality requirement. 2. The accuracy of the Refresh Test Procedure also depends on the participants in- volved. The Agency has involved sufficient representation from some or all of their records, data entry, IT, command and end-user communities. 3. The Agency understands that any additional refresh issues not identified during the Refresh Test Procedure will require change orders, could incur time and material costs to resolve and might not be resolved until after the data source is in production and the project has entered the maintenance phase. 4. The Agency agrees that the Refresh Test Procedure has demonstrated that all, if any, issues identified during the Refresh Test Procedure have been resolved, and authorizes moving this data source into the production COPLINK database for shar- ing with other agencies. Agency Signature: Agency Name; Date: Page 40 of 43 Schedule 7 COPLINK Sofiware End-User License Agreement (EULA) Please read the terms and conditions of this license agreement (the "License") before using the computer software (the "Software") provided by Knowledge Computing Corporation (KCC.) The term "Software" includes and these terms and conditions also apply to any updates, modifications and upgrades to the Software that you may receive from time to time. By installing the Software you accept and agree to the terms of this License. If you do not agree to the terms of this Software End-User License Agreement you are not authorized to use the Software. This License constitutes the entire agreement concerning the SofLware between you and KCC and it supersedes any prior proposal or representation. 1. Rights and Limitations a) General. The Software is licensed, not sold. KCC hereby grants to you a perpetual, non- exclusive and non-transferable license to use any and all COPLINK Software provided to you un- der this License in accordance with the terms and conditions set forth herein. The Software is protected by copyright laws as well as by other intellectual property laws. The Software and any copies that you are authorized by KCC to make are the intellectual property of and are owned by KCC. The structure, organization and code of the Software are the valuable trade secrets and confidential information of KCC. This License grants you no rights to use such content. b) Restricted Rights Notice. The Software provided under this License is provided with RESTRICTED RIGHTS. Use, duplication or disclosure is subject to restrictions set forth in this Li- cense. 1. You agree that you will not sublicense, assign, transfer, pledge, lease, rent or share your rights under this License other than to allow use of the Software by authorized individuals accessing the COPLINK system node on which the Software is installed. 2. You agree that you will not modify, adapt, disassemble, decompile, reverse engineer, translate or otherwise attempt to discover the source code of the Software. 3. You may not modify the Software or create derivative works based upon the Software. The Software is licensed as a singfe product. Its component parts may not be separated for use on more than one computer. 4. You must maintain all copyright notices on all copies of the Software. 5. You may not distribute copies of the Software to third parties. 6. You may not export the Software to any country, entity or person to which export would be illegal. 7. All rights not expressly granted are reserved by KCC. c) KCC's Rights. You acknowledge and agree that the Software and Documentation are proprietary products of Knowledge Computing Corporation under copyright law and disclosed to you by KCC in confidence. You shall take all reasonable steps to safeguard the Software. KCC owns and will retain all copyright, trademarks, trade secret and other proprietary rights in and to Soflware. This License conveys to you only a non-exclusive and limited right of use, revocable in accordance with the terms and conditions of this License. In the event that you fail to comply with any terms and/or conditions hereof, this License shall terminate automatically and KCC shall be entitled to all remedies in accordance with applicable law. d) Other Limitations. This license is further limited as follows: 1. The Software may not be used by you for any other purpose than that set forth herein, in- cluding without limitation, designing or developing any products to be sublicensed or dis- tributed by or on behalf of you or the National Institute of Justice. 2. The License granted to you hereunder shall be a license to use the machine-readable ob- ject code only, and shall specifically exclude source code; you shall allow only authorized users to access the COPLINK System software and use the services of the Software. Page 41 of 43 2. Warranties a) Material Errors, KCC warrants that if during the ninery (90) day period after installation and/or the duration of any extended warranty, you notify KCC that the Software contains an error that materiatly and adversely affects your law enforcement activities, KCC will at no cost to you use its best efforts to either correct the error or provide a reasonable workaround for such error. KCC does not warrant that the functions contained in the Software will meet your requirements, nor that the operation of the Software will be uninterrupted or error-free. The warranties set forth in this Section do not cover any copy of the Software that has been altered or changed in any way by you or any authorized user. During the warranty period KCC will provide changes ta the software mutually agreed upon by the parties for software troubleshooting and program code debugging only. No customization of the COPLINK System products will occur beyond that stated unless otherwise noted in a separate agreement. The warranty does not include any updates to the software that are not the result of errors. b) Exclusions. KCC is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which Customer has authorized KCC to install the KCC Software, nor is KCC responsible for problems that occur as a result of the use of the KCC Software in conjunction with software of third parties or with hard- ware that is incompatible with the operating system for which the KCC Software is being installed. c) Limitations. ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABfLITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. The warranties contained in this section are made in lieu of all other warranties whether oral or written. Only an authorized officer of KCC may make modifications to this warranry or additional warranties binding KCC, and any such modifications or additional war- ranties must be in writing and must be approved by you. Approval shall not be unreasonably withheld. d) JavaTM Support. The software product may contain support for programs written in JavaT"". Ja- vaT"' technology is not fault tolerant and is not designed, manufactured or intended for use or re- sale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Javar"" technology could lead directly to death, personal injury, or severe physical or environmental dam- age. ' 3. Indemnifications a) General. KCC shall indemnify, defend, to the extent not prohibited by law, and hold you harmless from any and all claims, demands, suits, actions, proceedings, loss, cost and reasonable attor- ney's fees and/or litigation expenses arising or alleged to have arisen out of any act, omission, professional error, fault, mistake or negligence of KCC, its employees, agents, representatives, or subcontractors, their employees, agents, or representatives in connection with or incidental to the performance of this License. KCC's obligation under this section shall not extend to any liability caused by your sole negligence or your employees. b) Claim and Action. In the event of any such claim or action, KCC shall have the option to either: 1. Modify the software so as to render it non-infringing so long as it continues to conform to the specifications and warranties herein; or 2. Procure for you the right to continue using the software. c) Contingencies. Any such indemnification under this Section shall be contingent upon: 1. You promptly notifying KCC in writing of any claim or action of which indemnification is sought; 2. Immediately ceasing use of the software upon notice of any such claim or action; and 3. Affording to KCC sole control of the defense or settlement of any such control or action. Page 42 of 43 4. Miscellaneous Provisions a) Applicable Law. If you acquired the Software in the United States, this EULA is governed by the laws of the State of Arizona. , b) Modifications. This License may only be modified by a written amendment signed by persons duly authorized to enter into contracts on your behalf and KCC. c) Waiver. The failure of either party of this License to take affirmative action with respect to any conduct of the other, which is in violation of the terms of this contract, shall not be construed as a waiver thereof, or of any future breach or subsequent wrongful conduct. d) Withdrawal by Individual Agency. Should one or more agencies contributing to a COPLINK Node information sharing system withdraw, KCC will modify the existing migration and mapping from those agencies to the COPLINK node or data warehouse to exclude future refresh of data from those agencies. Such modification will be covered as part of the annual maintenance so long as the remaining agencies' data remains in the COPLINK node. If an agency wishes to re- move data previously migrated to the COPLINK node or data warehouse, KCC will bill the fiscal agent for the COPLINK node for time and materials related to this activity. e) Use of Names and Trademarks. You shall have the right to use the trademarks and name of KCC, but shall not have the right ta use the names of the inventors of the Software without the written consent of the party whose name is desired to be used. COPLINK and other trademarks contained in the Software are trademarks or registered trademarks of KCC. Third party trade- marks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use the COPLINK trademark or its licensors' names or any of their respective trademarks. fl Entire Software End-User License Agreement. This License represents the entire agreement befinreen you and KCC relating to this requirement and shall prevail over any and all previous verbal and written agreements. No COPLINK reseller, agent or KCC employee is authorized to make any amendment to this License. All questions concerning this EULA shall be directed to: Knowledge Computing Corporation, 7750 E. Broadway Blvd. Suite 100, Tucson, AZ 85710, Attention: Support Services. Updated September 2009 Page 43 of 43