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IT06-315 - Extension - Tri-Tec Software Systems - Tiburon Police System Maintenance Renewal - 09/09/2023
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: c 09/20/2023 10/04/2023 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website 09/19/2023 Budget Account Number Grant? Yes No 52001770.64160.1800 Budget?71Yes ONO Type: N/A Vendor Name: Category TriTech SoftwareSysDBACentralSquareTech Contract Vendor Number: Sub-Category: = 2158787 OtherExtention/Renewal 0 Project Name: Tiburon Records Management Software 3- Project Details: 0 Tiburon Records Management Software maintenance renewal c c Basis for Selection of Contractor: AgreementAmount• 150,689.99 Direct Negotiation E __ Memo to Mayor must be attached W Start Date: O9/O9/ZOZ3 Termination Date: 09/08/2024 a� Q Local Business? Yes F,/—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ,/❑No IT06-315 Comments: vt 3 o a� Dana Ralph, Mayor c c 0 Date: 9/26/2023 3 � a, a, cc Date Received:City Attorney: 9/20/23 Date Routed:Mayor's Office City Clerk's Office 9/26/23 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT W A S H I N G T G N DATE: September 19, 2023 TO: Kent City Council SUBJECT: Tiburon Renewal with CentralSquare Technologies, LLC - Authorize MOTION: I move to authorize the Mayor to sign the Renewal Order with CentralSquare Technologies, LLC, in the amount of $150,689.99, subject to final terms and conditions acceptable to the IT Director and City Attorney; and authorize the IT Director to sign future renewals that are within established budgets; and to ratify past actions consistent with this motion. SUMMARY: Tiburon is software used by the Police Department for computer aided dispatch, records management, mobile and data communications, and field reporting. The City currently contracts with CentralSquare Technologies, LLC for the Tiburon software. The original master support agreement for Tiburon was executed in 2005 with the company CompuDyne and it is renewed each year. Since then, CompuDyne was acquired and the City now contracts with CentralSquare Technologies, LLCC. The upcoming renewal from September 9, 2023 to September 8, 2024 will cost $150,689.99. The terms of the original master support agreement are still in place. Through the years, some renewals were authorized through budget line items, but other renewals occurred without the requisite authority. Staff asks Council to authorize the upcoming renewal, any future renewals within established budgets, and to ratify past actions. With this renewal, the City will have spent $2,275,566.22 on Tiburon. A new system will be replacing Tiburon and is expected to go live in 2024 or 2025. BUDGET IMPACT: The $150,689.99 annual cost is being funded by the IT Operating and Maintenance budget. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. Master Services Agreement (PDF) 2. Amendment #1 to Master Services Agreement (PDF) 3. Renewal Order (PDF) 09/05/23 Committee of the Whole MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 9/19/2023 7:00 PM MOVER: Les Thomas, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Michaud, Thomas, Troutner �*; CENTRALSQUARE Renewal Order prepared by: Paola Ceballos paola.ceballos@centralsquare.com Renewal Order#: Q-139590 Renewal Order prepared for: Start Date: September9,2023 Christy Warren,SupportServices Manager End Date: September8,2024 Kent Police Department Billing Frequency: Yearly 2204th Ave South Subsidiary: Tritech Software Systems Kent,WA 98032 (253)856-5810 Thank you for your continued business.We at CentralSquare appreciate and value our relationship and lookforward to serving you in the future. CentralSquare provides software that powers over8,000 communities.More information aboutall of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY TOTAL 1. Case ManagementAnnual Maintenance Fee 1 1,440.01 USD 2. Citation and Collision Data Upload Annual Maintenance Fee 1 7,056.98 USD 3. Classification Annual Maintenance Fee 1 2,162.02 USD 4. CopLogic Interface(TB)Annual Maintenance Fee 1 621.74 USD 5. CrimeAnalysis(TB)Annual Maintenance Fee 1 2,881.35 USD 6. Escrow Annual Maintenance Fee 1 0.00 USD 7. FAS (ARS)Annual Maintenance Fee 1 0.00 USD 8. GCT Annual Maintenance Fee 1 0.00 USD 9. Get Case Interface Annual Maintenance Fee 1 0.00 USD 10. Identix Interface Annual Maintenance Fee 1 5,043.38 USD 11. Incident Reporting Annual Maintenance Fee 1 1,680.68 USD 12. Incident/DisciplinaryAnnual Maintenance Fee 1 2,162.02 USD 13. Inmate Programs Annual Maintenance Fee 1 3,600.69 USD 14. Inmate Property Mgnt Annual Maintenance Fee 1 1,680.68 USD 15. Jail Initialize Interface Annual Maintenance Fee 1 0.00 USD 16. JailRECORDS Annual Maintenance Fee 1 18,700.08 USD 17. L2 DBA Annual Maintenance Fee 1 0.00 USD 18. LawRECORDS Annual Maintenance Fee 1 26,893.56 USD 19. Microfocus Annual Maintenance Fee 1 4,170.28 USD MORE INFORMATION AT CENTRALSQUARE.COM �*; CENTRALSQUARE Renewal Order prepared by: Paola Ceballos paola.ceballos@centralsquare.com 20. PRC Intf Annual Maintenance Fee 1 4,507.22 USD 21. TIPS Video Capture(2 Lic)Annual Maintenance Fee 1 6,002.05 USD 22. TIPS View Station (9 Lic)Annual Maintenance Fee 1 3,602.03 USD 23. Traffic ManagementAnnual Maintenance Fee 1 1,200.68 USD 24. UCR Crime Statistics Annual Maintenance Fee 1 2,640.69 USD 25. Workstation(TB)Annual Maintenance Fee 1 40,820.34 USD Renewal Order Total: 136,866.48 USD Billing Information Fees will be payable within 30 days of invoicing. Please note that the Total Price shown above has been rounded to the nearest two decimal places ford is play purposes only. The actual price may include as manyas five decimal places.Forexample,an actual price of$21.37656 will be shown as a Total Price of$21.38.The Total for this quote has been calculated using the actual prices for the product and/or service,rather than the Total Price displayed above. Prices shown do not include any taxes that may apply.Any such taxes are the responsibilityof the Customer.This is notan invoice. For customers based in the United States or Canada,any applicable taxes will be determ ined based on the laws and regulations of the taxing authority(ies)governing the"Ship To" location provided by Customeron the Renewal Order Form. MORE INFORMATION AT CENTRALSQUARE.COM 2022-2023 Renewal and Purchase Information �*; CENTRALSQUARE Renewal Order prepared by: Jenny McPherson jenny.mcpherson@centralsquare.com Renewal Order#: Q-99326 Renewal Order prepared for: Start Date: September 9, 2022 Matthew Johnson, Public Safety Project Manager End Date: September 8, 2023 Kent Police Department Billing Frequency: Yearly 220 4th Ave South Subsidiary: Tritech Software Systems Kent,WA 98032 (253)856-4611 Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY TOTAL 1. Bar Code Annual Maintenance Fee 1 9,714.33 USD 2. Case Management Annual Maintenance Fee 1 1,309.10 USD 3. Citation and Collision Data Upload Annual Maintenance Fee 1 6,415.44 USD 4. Classification Annual Maintenance Fee 1 1,965.47 USD 5. CopLogic Interface(TB)Annual Maintenance Fee 1 565.22 USD 6. Crime Analysis(TB)Annual Maintenance Fee 1 2,619.41 USD 7. Escrow Annual Maintenance Fee 1 0.00 USD 8. FAS (ARS)Annual Maintenance Fee 1 0.00 USD 9. GCT Annual Maintenance Fee 1 0.00 USD 10. Get Case Interface Annual Maintenance Fee 1 0.00 USD 11. Identix Interface Annual Maintenance Fee 1 4,584.89 USD 12. Incident Reporting Annual Maintenance Fee 1 1,527.89 USD 13. Incident/Disciplinary Annual Maintenance Fee 1 1,965.47 USD 14. Inmate Programs Annual Maintenance Fee 1 3,273.35 USD 15. Inmate Property Mgnt Annual Maintenance Fee 1 1,527.89 USD 16. Jail Initialize Interface Annual Maintenance Fee 1 0.00 USD 17. JailRECORDS Annual Maintenance Fee 1 17,000.07 USD 18. L2 DBA Annual Maintenance Fee 1 0.00 USD 19. LawRECORDS Annual Maintenance Fee 1 24,448.69 USD MORE INFORMATION AT CENTRALSQUARE.COM �*; CENTRALSQUARE Renewal Order prepared by: Jenny McPherson jenny.mcpherson@centralsquare.com 20. Microfocus Annual Maintenance Fee 1 3,791.16 USD 21. Optika Intf Annual Maintenance Fee 1 7,273.59 USD 22. PRC Intf Annual Maintenance Fee 1 4,097.47 USD 23. TIPS Video Capture (2 Lic)Annual Maintenance Fee 1 5,456.41 USD 24. TIPS View Station (9 Lic)Annual Maintenance Fee 1 3,274.57 USD 25. Traffic Management Annual Maintenance Fee 1 1,091.53 USD 26. UCR Crime Statistics Annual Maintenance Fee 1 2,400.63 USD 27. Workstation (TB)Annual Maintenance Fee 1 37,109.40 USD Renewal Order Total: 141,411.98 USD Billing Information Fees will be payable within 30 days of invoicing. Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example,an actual price of$21.37656 will be shown as a Unit Price of$21.38.The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above. Prices shown do not include any taxes that may apply.Any such taxes are the responsibility of the Customer.This is not an invoice. For customers based in the United States or Canada,any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies)governing the"Ship To"location provided by Customer on the Renewal Order Form. MORE INFORMATION AT CENTRALSQUARE.COM City of Kent Purchase Order Order# 169755OP KEN T Order number must appear on all invoices,packages, etc. Order Date: 7/1/2022 wAs�I.�ToI This document is hereby deemed a valid purchase order and authorizes the procurement of Ordered by: Daniel Ryan Blincoe the materials and/or services indicated. Please let us know immediately if you are unable to Info Tech-Tech Innovation ship the complete order. Ship to: City of Kent Bill to: City of Kent Vendor: 2158787 Information Technology Accounts Payable TriTech Software Systems 400 West Gowe Street 220 4th Avenue South 1000 Business Center Dr Suite 122 Kent,WA 98032 Lake Mary, FL 32746 Kent, WA 98032 Phone: (253)856-5230 Payment Terms:Net 30 Line Item# Description Quantity Unit Cost Ext.Cost Sales Tax Total Cost 1 Bar Code Ann Mtc Fee 9,714.33 981.15 10,695.48 2 Case Management Ann Mtc Fee 1,309.10 132.22 1,441.32 3 Citation and Collision Data I Upload Ann Mtc Fee 6,415.44 647.96 7,063.40 4 Classification Ann Mtc Fee 1,965.47 198.51 2,163.98 5 CopLogic Interface(TB)I Ann Mtc Fee 565.22 57.09 622.31 6 Crime Analysis(TB)I Ann Mtc Fee 2,619.41 264.56 2,883.97 7 Escrow Ann Mtc Fee 8 FAS(ARS)Ann Mtc Fee 9 GCT Ann Mtc Fee 10 Get Case Interface I Ann Mtc Fee 11 Identix Interface I Ann Mtc Fee 4,584.89 463.07 5,047.96 12 Incident Reporting I Ann Mtc Fee 1,527.89 154.32 1,682.21 13 Incident/Disciplinary I Ann Mtc Fee 1,965.47 198.51 2,163.98 14 Inmate Programs Ann Mtc Fee 3,273.35 330.61 3,603.96 15 Inmate Property Mgnt I Ann Mtc Fee 1,527.89 154.32 1,682.21 16 Jail Initialize Interface I Ann Mtc Fee 17 JailRECORDS Ann Mtc Fee 17,000.07 1,717.01 18,717.08 18 L2 DBA Ann Mtc Fee 19 LawRECORDS Ann Mtc Fee 24,448.69 2,469.32 26,918.01 20 Microfocus Ann Mtc Fee 3,791.16 382.91 4,174.07 21 Optika Intf Ann Mtc Fee 7,273.59 734.63 8,008.22 22 PRC Intf Ann Mtc Fee 4,097.47 413.84 4,511.31 23 TIPS Video Capture(2 Lic)I Ann Mtc Fee 5,456.41 551.10 6,007.51 24 TIPS View Station(9 Lic)I Ann Mtc Fee 3,274.57 330.73 3,605.30 25 Traffic Management I Ann Mtc Fee 1,091.53 110.24 1,201.77 26 UCR Crime Statistics I Ann Mtc Fee 2,400.63 242.46 2,643.09 27 Workstation(TB)I Ann Mtc Fee 37,109.40 3,748.05 40,857.45 28 Tiburon Annual Renewal 1 09/09/22-09/08/23 29 Renewal Order#:Q-99326 I IT06-315 Approved by: Carrington, Michael Charles Subtotal: 141,411.98 Sales Tax: 14,282.61 Mayor's Signature: �__ __ (Requiredror contract over `0,000) Total: 155,694.59 Invoice C E N T R A L S Q U A R E Invoice No(1 of 1) Date Page TECHNOLOGIES 358619 7/11/2022 1 of Tritech Software Systems, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 Billing Inquiries:Accounts.Receivable@centralsquare.com Bill To Ship To Kent Police,WA Kent Police,WA Kent, City of Kent, City of Matthew Johnson Matthew Johnson 220 4th Ave South 220 4th Ave South Kent WA 98032 Kent WA 98032 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 16132 Kent Police,WA USD Net 30 9/8/2022 Description Units Rate Extended Contract No.Q-99326 1 LawRECORDS Annual Maintenance Fee-Annual Maintenance 1 $24,448.69 $24,448.69 Fee LawRECORDS Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 2 Microfocus Annual Maintenance Fee-Annual Maintenance Fee 1 $3,791.16 $3,791.16 Microfocus Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 3 Optika Intf Annual Maintenance Fee-Annual Maintenance Fee 1 $7,273.59 $7,273.59 Optika Intf Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 4 PRC Intf Annual Maintenance Fee-Annual Maintenance Fee 1 $4,097.47 $4,097.47 PRC Intf Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 5 TIPS Video Capture(2 Lic)Annual Maintenance Fee-Annual 1 $5,456.41 $5,456.41 Maintenance Fee TIPS Video Capture(2 Lic)Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 6 TIPS View Station (9 Lic)Annual Maintenance Fee-Annual 1 $3,274.57 $3,274.57 Maintenance Fee TIPS View Station(9 Lic)Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 7 Traffic Management Annual Maintenance Fee-Annual 1 $1,091.53 $1,091.53 Maintenance Fee Traffic Management Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 8 UCR Crime Statistics Annual Maintenance Fee-Annual 1 $2,400.63 $2,400.63 Maintenance Fee UCR Crime Statistics Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 9 Workstation (TB)Annual Maintenance Fee-Annual Maintenance 1 $37,109.40 $37,109.40 Fee Workstation (TB)Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 Invoice C E N T R A L S Q U A R E Invoice No(1 of 1) Date Page TECHNOLOGIES 358619 7/11/2022 2of4 Tritech Software Systems, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 Billing Inquiries:Accounts.Receivable@centralsquare.com Bill To Ship To Kent Police,WA Kent Police,WA Kent,City of Kent, City of Matthew Johnson Matthew Johnson 220 4th Ave South 220 4th Ave South Kent WA 98032 Kent WA 98032 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 16132 Kent Police,WA USD Net 30 9/8/2022 Description Units Rate Extended 10 Bar Code Annual Maintenance Fee-Annual Maintenance Fee 1 $9,714.33 $9,714.33 Bar Code Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 11 Case Management Annual Maintenance Fee-Annual 1 $1,309.10 $1,309.10 Maintenance Fee Case Management Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 12 Citation and Collision Data Upload Annual Maintenance Fee- 1 $6,415.44 $6,415.44 Annual Maintenance Fee Citation and Collision Data Upload Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 13 Classification Annual Maintenance Fee-Annual Maintenance 1 $1,965.47 $1,965.47 Fee Classification Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 14 CopLogic Interface(TB)Annual Maintenance Fee-Annual 1 $565.22 $565.22 Maintenance Fee CopLogic Interface(TB)Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 15 Crime Analysis(TB)Annual Maintenance Fee-Annual 1 $2,619.41 $2,619.41 Maintenance Fee Crime Analysis(TB)Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 16 Escrow Annual Maintenance Fee-Annual Maintenance Fee 1 $0.00 $0.00 Escrow Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 17 FAS(ARS)Annual Maintenance Fee-Annual Maintenance Fee 1 $0.00 $0.00 FAS(ARS)Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 18 GCT Annual Maintenance Fee-Annual Maintenance Fee 1 $0.00 $0.00 GCT Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 Invoice C E N T R A L S Q U A R E Invoice No(1 of 1) Date Page TECHNOLOGIES 358619 7/11/2022 3of4 Tritech Software Systems, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 Billing Inquiries:Accounts.Receivable@centralsquare.com Bill To Ship To Kent Police,WA Kent Police,WA Kent, City of Kent, City of Matthew Johnson Matthew Johnson 220 4th Ave South 220 4th Ave South Kent WA 98032 Kent WA 98032 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 16132 Kent Police,WA USD Net 30 9/8/2022 Description Units Rate Extended 19 Get Case Interface Annual Maintenance Fee-Annual 1 $0.00 $0.00 Maintenance Fee Get Case Interface Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 20 Identix InterfaceE Annual Maintenance Fee-Annual 1 $4,584.89 $4,584.89 Maintenance Fee Identix InterfaceE Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 21 Incident Reporting Annual Maintenance Fee-Annual 1 $1,527.89 $1,527.89 Maintenance Fee Incident Reporting Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 22 Incident/Disciplinary Annual Maintenance Fee-Annual 1 $1,965.47 $1,965.47 Maintenance Fee Incident/Disciplinary Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 23 Inmate Property Mgnt Annual Maintenance Fee-Annual 1 $1,527.89 $1,527.89 Maintenance Fee Inmate Property Mgnt Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 24 Inmate Programs Annual Maintenance Fee-Annual 1 $3,273.35 $3,273.35 Maintenance Fee Inmate Programs Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 25 Jail Initialize Interface Annual Maintenance Fee-Annual 1 $0.00 $0.00 Maintenance Fee Jail Initialize Interface Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 26 JailRECORDS Annual Maintenance Fee-Annual Maintenance 1 $17,000.07 $17,000.07 Fee JailRECORDS Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 Invoice CENTRALS U A R E Invoice No(1 of 1) Date Page TECHNOLOGIES 358619 7/11/2022 4of4 Tritech Software Systems, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 Billing Inquiries:Accounts.Receivable@centralsquare.com Bill To Ship To Kent Police,WA Kent Police,WA Kent, City of Kent,City of Matthew Johnson Matthew Johnson 220 4th Ave South 220 4th Ave South Kent WA 98032 Kent WA 98032 United States United States Custorrter No Customer Name Customer PO# Currency Terms Due Date 16132 Kent Police,WA USD Net 30 9/8/2022 Description Units Rate Extended 27 L2 DBA Annual Maintenance Fee-Annual Maintenance Fee 1 $0.00 $0.00 L2 DBA Annual Maintenance Fee Maintenance:Start:9/9/2022, End:9/8/2023 Please include invoice number(s)on your remittance advice, Subtotal $141,411.98 made payable to Tritech Software Systems Tax $14,282.62 ACH: Routing Number 121000358 Invoice Total $155,694.60 Account Number 1416612641 E-mail payment details to:Accounts.Receivable@CentralSquare.com Payments Applied $0.00 Check: 12709 Collection Center Drive Chicago, IL 60693 Balance Due $155,694.60 Contracts and Amendments MASTER SUPPORT AGREEMENT p This Master Support Agreement(this"Agreement') is entered into &P-Iew(QED 9 , 2005 (the "Effective Date"), by and between the City of Kent, with its principal place of business at 220 4thAve S., Kent, Washington 98032 (the "City") and CompuDyne— Public Safety&Justice, Inc., a Virginia corporation having its primary place of business at 39350 Civic Center Drive, Fremont, California 94538 ("CompuDyne"). WHEREAS, the City has determined that it desires to obtain from CompuDyne certain support services relating to a computer automated system previously developed and implemented by CompuDyne for the City; and WHEREAS, CompuDyne is qualified to provide the support services specified in this Agreement and, subject to the terms and conditions set forth in this Agreement, CompuDyne desires to provide such support services; NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and CompuDyne hereby agree as follows: 1.0 Definitions Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit A, "Common Terms And Conditions Between The City Of Kent And CompuDyne Public Safety & Justice, Inc.", unless otherwise defined herein. "Account Manager" shall mean a single individual to act as the CompuDyne account manager for purposes of coordinating technical support. "Additional Support Option"as defined in Section 2.2 of this Agreement. "Agreement"shall mean this Master Support agreement including all Exhibits. In the event of a conflict between any provisions of this Agreement the following precedence shall be observed: • Change orders to this Master Support Agreement; • Exhibit A, Common Terms and Conditions between The City of Kent and CompuDyne Public Safety& Justice, Inc.; • Sections 1 through 7 of this Master Support Agreement; • Exhibit 1 though Exhibit 6 with the lower numbered exhibit taking precedence over the higher numbered exhibit. "Authorized Server" shall mean,with respect to any of the Covered Applications, the server identified as corresponding to such Covered Application on Exhibit 1, "Covered Applications", of the Master Support Agreement. "Authorized Site"shall mean,with respect to any of the Authorized Servers, the address and room number identified as corresponding the such Authorized Server on Exhibit 1, "Covered Applications", of the Master Support Agreement. "Basic Support" is defined in Section 2.1, Basic Support, of this Agreement. "Covered Application" shall mean each software application and custom interface developed by CompuDyne in accordance with the Functional System Specifications identified as a Covered Application on Exhibit 1, "Covered Applications", of the Master Support Agreement, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. Page 1 of 10 Master Support Agreement Kent WA "Out of Scope Services"shall consist of any services provided under the Master Support Agreement that are outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section 2.1, "Basic Support", Section 2.2, "Additional Support", or Section 2.3, "Enhancements", of the Master Support Agreement. "Payment Date"shall mean August 30 of each year during the term of this Agreement. "Priority One Call"shall mean a call requesting technical support for an Error in any Covered Application or a failure of the Authorized Server on which such Covered Application is installed that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or severely impacts critical System operations or endangers the integrity of any database on any of the Authorized Servers. The term Priority One Call shall not include calls requesting technical support relating to a problem encountered with substantially less than all functions of a Covered Application or all records of a database on any of the Authorized Servers, or to a failure in individual components of the network communications equipment, communications lines, terminals,workstations, printers, terminal servers or modems. The City shall have exclusive authority for determining whether a technical service request constitutes a Priority One Call. "Site Specifications" is defined in Exhibit 4, Site, System and Network Specifications. "System Configuration"shall mean the configuration in which the existing Covered Applications are installed as of the Effective Date together with any modifications permitted by this MSA. The configuration includes: • the configuration of the Authorized Servers • any operating system installed on any of the Authorized Servers • any database or other third party software products installed on any of the Authorized Servers • any PC operating system,database or anti-virus software having access to any of the Covered Applications • any network communications equipment • any wiring, cabling and connections to any of the Authorized Servers "Technical Support Coordinator" is defined in Section 5.11 of this Agreement. 2.0 Scope of Work 2.1 Basic Support. Subject to the terms and conditions set forth in this Agreement, CompuDyne shall provide the following support for the Covered Applications ("Basic Support"). (a) Application Errors. CompuDyne will correct any Error in any of the Covered Applications and custom Interfaces provided by CompuDyne discovered by CompuDyne or the City during the term of this Agreement, provided (a) the City provides all information regarding such Error that may be requested by CompuDyne in accordance with Section 5.1, "Technical Service Requests", (b) such Error is reproduced by CompuDyne or the City in accordance with Section 5.4, "Error Reproduction", and (c) the City has provided CompuDyne with remote access to the System as required under Section 5.2, "Remote Access". (b) Customer Support Center. CompuDyne will provide toll-free telephone support for routine operational and technical assistance. Support for Priority One Calls relating to all Covered Applications deployed for the City shall be available twenty four hours a day, seven days a week. Support for all other calls will be available during CompuDyne's normal support hours of 8:00 a.m. to 5:30 p.m. Pacific Time (not including weekends and CompuDyne holidays). CompuDyne reserves the right to charge reasonable call-out fees for any non-priority one call received other than during CompuDyne's normal support hours. (c) Account Manager. CompuDyne will designate, in a written notice delivered in accordance with Section 19, "Notices" of Exhibit A, an Account Manager. The Account Page 2 of 10 Master Support Agreement Kent WA Manager shall ensure CompuDyne's compliance with, and shall coordinate appropriate schedules in connection with, its obligations set forth herein. CompuDyne may change the individual designated hereunder by providing the City with advance written notice delivered in accordance with Section 19, "Notices", of Exhibit A, designating the new individual authorized to act as the Account Manager. (d) Status Reports. CompuDyne will provide the City with a monthly status report (a "Monthly Status Report"). Each Monthly Status Report will include a summary of site activity and a summary of requests by the City for technical services delivered in accordance with Section 5.1, "Technical Service Requests". Each Monthly Status Report will be delivered to the City in accordance with the notice provisions set forth in Section 19, "Notices", of Exhibit A. (e) Interface Updates. CompuDyne will provide updates to the National Crime Information Center interface and related Documentation, including all existing screen formats developed and currently supported by CompuDyne, for all legal requirements or modifications mandated by the National Crime Information Center, when such requirements or modifications require a modification to the Source Code relating to any Covered Application and are necessary for the proper performance of the Covered Applications. Changes mandated or offered by any state, county, city or municipal governmental entity as well as changes to the National Crime Information Center communications protocols are outside the scope of this section. (f) Operations Review. So long as the City's annual fees hereunder exceed Seventy Thousand Dollars (70,000) in the aggregate, CompuDyne will be available to visit the City's facilities at CompuDyne's own expense at least annually to meet with management, operations and other City personnel to conduct an operations review of the Covered Applications and the System and an analysis of the City's automation requirements. A report will be produced to include observations and recommendations regarding the City's use of the Covered Applications and the System. CompuDyne will work with the City to document this review in the form of a multi-year automation plan. (g) Version Management Program: City is entitled to participation in CompuDyne's Version Management Program (VMP) as described in the CompuDyne Public Safety & Justice, Inc. Version Management Program (VMP) Reference Manual dated September 2, 2005, which is incorporated as Exhibit 6. (h) Level One DBA Support: The database services are limited and do not include preventative monitoring of Client databases and assumes that periodic database backups, backup functionality monitoring, periodic database maintenance, and database recoveries in case of disaster fall under the Client's database administration responsibilities. CompuDyne provides consultation to diagnose and resolve database problems related to the CompuDyne Covered Applications. 2.2 Additional Support Options. In addition to Basic Support, the City may purchase Additional Support Options, such as Advanced Database Support, Advanced System Support, Advanced Network Support and other services that may, from time to time, be offered by CompuDyne (each, an "Additional Support Option'). The City may request information regarding the Additional Support Options currently available from the CompuDyne Account Manager. The terms and conditions for each Additional Support Option shall be set forth in a separate exhibit which, upon payment of the required annual fee for such Additional Support Option, shall automatically become part of this Agreement and shall be subject to the terms thereof. The City may discontinue any Additional Support Option by providing CompuDyne at least ninety (90) days prior written notice identifying the Additional Support Option to be discontinued; provided, however, that such discontinuance shall not be effective until the next occurring Payment Date. Page 3 of 10 Master Support Agreement Kent WA 2.3 Enhancements. From time to time, the City may request CompuDyne to provide under this Agreement services and materials to furnish, install and implement an Enhancement. The installation and implementation of such Enhancement shall be provided, at CompuDyne's option, on a fixed-quote basis with payment milestones or on a time and material basis at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. No Enhancement shall be provided under this Agreement unless (a) this Agreement is amended as necessary or appropriate to include the Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms hereof; (c)the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement Terms provide that, upon final acceptance of the Enhancement, Exhibit 1, "Covered Applications', to this Agreement shall be amended to include the Enhancement as a Covered Application subject to the City's payment of any necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that, upon final acceptance of such Enhancement, the Software License Agreement shall be amended as necessary or appropriate to grant to the City the appropriate rights to use the Enhancement, subject to payment in full of all amounts due under the Enhancement Terms. 2.4 Out of Scope Services. From time to time, the City may request CompuDyne to provide under this Agreement certain Out of Scope Services. CompuDyne shall be under no firm obligation to perform any Out of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that it is capable of doing so without substantially interfering with its other obligations under this Agreement or with its obligations to its other customers. Any Out of Scope Services shall be provided, at CompuDyne's option, on a fixed-quote basis with payment milestones or on a time and material basis at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. Under no circumstances will any Out of Scope Services be performed without the City Representative's prior written consent. 2.5 Altering Functionality. In the course of updating or enhancing the software application, CompuDyne may alter an application's functionality. However, CompuDyne shall not eliminate or substantially alter any existing functionality without the express written permission of the City. 2.6 Program Retirement. CompuDyne will provide the City with six months written notice in advance of the retirement of any Covered Application. After the effective date of any such retirement, CompuDyne may cease to provide enhancements or any further development to the affected Covered Application(s) but will continue to provide maintenance support in accordance with the Master Support Agreement for the Covered Application(s)for not less than three (3) years from such effective date, or not less than five (5) years from the Effective Date of this Agreement whichever is longer. The City acknowledges that certain components or features of any Covered Application may depend on software supplied to CompuDyne by third parties or may depend on characteristics of the Operating Environment, and in such cases the scope of maintenance support may be limited by factors outside CompuDyne's commercially reasonable control. 2.7 Operating Environment Support. CompuDyne's maintenance support will be available for the CompuDyne Applications functioning with the computer operating systems, database platform, network operating system, and network communication protocols on which the CompuDyne Applications are installed (the City's "Operating Environment") until the earlier of five (5) years from the date the City issues its Final Acceptance of all CompuDyne Applications or the date on which CompuDyne is otherwise no longer obligated to provide support. As a condition of continued support, from time to time City may be required to upgrade components of the Operating Environment to a more recent version of the same component from the same vendor, and such upgrade shall be at City's expense. (For example, Oracle 8 to Oracle 9, Windows 2000 to Windows XP, etc.) CompuDyne may discontinue support for the City's Operating Environment at any time prior to the expiration of the aforesaid period, if CompuDyne provides, at no cost to City, all commercially reasonable assistance necessary to move the City to an Operating Environment of the City's choice, acquired by the City, that is then supported by CompuDyne. This assistance will Page 4 of 10 Master Support Agreement Kent WA include installation and configuration of the CompuDyne Applications in the new operating environment, conversion of data from the unsupported operating environment to the new operating environment, and training necessary to operate and maintain the system in the new environment. 3.0 Term The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated as provided in this Agreement. 4.0 Fees and Payment 4.1 Annual Support Fees (a) Basic Support. The City shall pay an annual fee for Basic Support for each of the Covered Applications. The amount of such annual fee shall be set forth on Exhibit 1, "Covered Applications", and shall be paid in advance on or prior to the expiration of any warranty period designated in Exhibit 1, for such Covered Application and, thereafter, on each Payment Date during the term of this Agreement. (b) Additional Support Options. The City shall pay an annual fee for any requested Additional Support Options. The amount of such annual fee shall be set forth on the exhibit pertaining to such Additional Support Option and shall be paid on or prior to the commencement of any services relating to such Additional Support Option and, thereafter, on each Payment Date during the term of this Agreement unless such Additional Support Option has been discontinued in accordance with Section 2.2, "Additional Support Options". 4.2 Annual Adjustments. The fees payable pursuant to Section 4.1, "Annual Support Fees" will be increased on an annual basis by no more than five percent (5%) upon at least thirty (30) days prior written notice to the City. Any such increase shall become effective on the next occurring Payment Date. 4.3 Invoices. Invoices for the annual fees required pursuant to Section 4.1, "Annual Support Fees", shall be payable on or prior to each Payment Date during the term of this Agreement. All other invoices issued hereunder shall be payable within thirty(30) days of receipt unless otherwise specifically provided therein. 4.4 Consequences of Late Payment. Failure to pay any amount owing hereunder when such amount is due shall constitute a material default under this Agreement and could result in the termination of this Agreement or all or part of the Basic Support or any Additional Support Option. The City shall reimburse CompuDyne for all collection fees, including reasonable attorneys' fees and expenses, incurred by CompuDyne in connection with the collection of any amount owing hereunder. CompuDyne reserves the right to charge the City an administrative fee to reinstate any part of its support that has lapsed due to nonpayment. The administrative fee may equal up to ten percent(10%)of the then-current annual support fee for the lapsed support. 5.0 City Responsibilities 5.1 Technical Service Requests. The City shall provide all information requested by CompuDyne necessary to complete its Technical Service Request Form for each request for technical services, whether under this Agreement or otherwise. 5.2 Remote Access. The City shall install and monitor during the term of this Agreement a dial-up modem to provide CompuDyne remote access to the System. CompuDyne shall not be responsible for any costs relating to the installation, maintenance and use of such equipment and any associated telephone use charges. CompuDyne shall use the data connection solely in connection with the provision of its services hereunder. The City will run appropriate tests following each remote access Page 5 of 10 Master Support Agreement Kent WA 0 as requested by CompuDyne. If the City fails to run the requested tests (including having City IT staff reasonably available, as mutually agreed , in order to verify that a fix/correction is successful) , CompuDyne will provide appropriate services and will charge the City for such services at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses. 5.3 Physical Access. The City shall provide CompuDyne with physical access to the System as mutually agreed upon during normal business hours. After normal business hours, the City shall ensure that a City Representative can be reached by phone or pager to (a) provide physical access to the System within two (2) hours of CompuDyne's request for such access, and (b) remain on-site until CompuDyne determines that there is no longer a need for physical access. 5.4 Error Reproduction. Upon detection of any Error in any of the Covered Applications, the City shall provide CompuDyne a listing of output and any other data, including databases and back-up systems, that CompuDyne may reasonably request in order to reproduce operating conditions similar to those present when the Error occurred. 5.5 Maintenance and Back-Ups. The City shall ensure that maintenance and back-up activities relating to the Covered Applications and the System, including without limitation backing up databases and journal logs, purging out-of-date records and running reports and performing diagnostics as requested by CompuDyne, are carried out in accordance with the schedule and methodology specified on Exhibit 5, "Back Up Schedule and Procedures". 5.6 Data Input. The City shall update and maintain the input data as may be required by CompuDyne for satisfactory operation of the Covered Applications, and be responsible for the accuracy of all City-provided data. 5.7 Third-Parry Product Support. The City is fully responsible to support the Third-Party Products as specified on Exhibit 3, "Third-Party Support Contracts" and to provide support services to CompuDyne as needed. 5.8 System Security. The City shall ensure that the security of the System conforms in all respects to the state-mandated law enforcement telecommunications requirements. The City shall ensure that no workstations have access to the Covered Applications other than those licensed by CompuDyne to access the Covered Applications and that such access is limited to only those TCP/IP addresses and TCP/IP service ports identified by CompuDyne required to support such workstations. 5.9 System Modifications. The City shall ensure that, with respect to each Covered Application, such Covered Application is installed only on the Authorized Servers and only at the Authorized Sites. The City shall ensure that each Authorized Site conforms in all respects to the Site Specifications set forth on Exhibit 4, "Site, System and Network Specifications". The City shall ensure that no changes or other alterations or modifications are made to the System Configuration without the prior consent of CompuDyne; provided, however, that this requirement is not intended to constitute in any manner CompuDyne's approval, certification, endorsement or warranty of the System Configuration. 5.10 Authorized City Representative. The City shall designate, in a written notice delivered in accordance with Section 19, "Notices", of Exhibit A, a single individual to act as the City's authorized representative for purposes of this Agreement(the"City Representative"). Such individual (a) must be authorized to act on the City's behalf with respect to all matters relating to this Agreement; (b) shall ensure the City's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with CompuDyne's services under this Agreement. The City may change the individual designated hereunder by providing CompuDyne advance written notice delivered in accordance with Section 19, "Notices", of Exhibit A designating the new individual authorized to act as the City Representative. i I Page 6 of 10 Master Support Agreement Kent WA 5.11 Technical Support Coordinators. The City shall designate, in a written notice delivered in accordance with Section 19, "Notices", of Exhibit A, one or more individuals to act as the City's technical support coordinator (a "Technical Support Coordinator"). The City shall ensure that each Technical Support Coordinator designated hereunder shall have received the training required under Section 5.12, "Training", and shall otherwise be familiar with the Covered Applications and the System. The City shall ensure that, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle operational problems, where appropriate; (b) to provide access to the System as required under Section 5.3, "Physical Access'; (c) to provide on-site technical assistance as required by CompuDyne to aid CompuDyne in performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder and, if required, provide CompuDyne with required direction regarding recommended preventative maintenance activities. The City may change any individual designated hereunder by providing CompuDyne with advance written notice delivered in accordance with Section 19, "Notices", of Exhibit A designating the new individual authorized to act as a Technical Support Coordinator. 5.12 Training. The City shall ensure that all Technical Support Coordinators have received the training specified on Exhibit 2, "Training", and otherwise maintain sufficient personnel with sufficient training and experience to perform its obligations under this Agreement. 5.13 Operations Review. The City shall meet with CompuDyne as may be reasonably requested to discuss operational issues and the status of the Covered Applications and the other components of the System, and as required to provide timely responses to issues identified by CompuDyne related to maintenance of the Covered Applications or the other components of the System. The City shall ensure that key personnel designated by CompuDyne participate in the operations review process. 6.0 Exclusions 6.1 Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned on the observance of the responsibilities of the City set forth in Section 5, "City Responsibilities", and in the Software License Agreement. Any Additional Support Option provided hereunder is expressly conditioned on the observance of the responsibilities of the City set forth in Section 5, "City Responsibilities", in the Software License Agreement and in the exhibit pertaining to such Additional Support Option. 6.2 Erroneous Reported Problems. If CompuDyne performs diagnosis of erroneously reported problems CompuDyne reserves its right to charge for excessive use of those services. In that event the City will be charged for such services at CompuDyne's then current technical service rates plus all related travel, per diem, and other expenses as incurred. However, CompuDyne will not unilaterally dispatch personnel to the City's site without the City's prior approval. Additionally, CompuDyne will provide a not-to-exceed estimate of costs for the visit to the City's site, if a visit were required, and CompuDyne will not charge the City for Travel time to and from the City's site. 6.3 Failure of Remote Access. If the City fails for any reason to provide remote access to the System as required by Section 5.2, "Remote Access", CompuDyne will, at the City's request, provide on-site services to correct an Error to the extent otherwise required hereunder and will charge the City for such services at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.4 Unauthorized Modifications. CompuDyne is under no obligation to correct any Error in any of the Covered Applications if the Error is due to an unauthorized modification or alteration to such Covered Application in violation of the terms of the Software License Agreement or caused by any portion of such Covered Application that has been affected by software not developed and installed by CompuDyne. CompuDyne is under no obligation to correct any problems caused by any modification or alteration to any component of the System or to the System Configuration in violation of the terms of this Agreement or caused by software or hardware not developed and installed by CompuDyne. If requested by the City, CompuDyne will provide technical support Page 7 of 10 Master Support Agreement Kent WA services to resolve such problems pursuant to Section 2.4, "Out of Scope Services", and will charge the City for such services at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.5 Unauthorized Use. CompuDyne is under no obligation to correct any Error in any of the Covered Applications or any problems with any other component of the System if such Error or other problem is caused by (a) accident, neglect, misuse or abuse on the part of any party other than CompuDyne; (b) is due to exposure to conditions outside the range of the environmental, power and operating specifications provided by CompuDyne in the Site Specifications delivered pursuant to Section 5.9, "System Modifications'; or (c) use of any of the Covered Applications or any other component of the System for any purpose other than authorized by CompuDyne. If requested by the City, CompuDyne will provide technical support services to resolve such problems pursuant to Section 2.4, "Out of Scope Services"', and will charge the City for such services at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.6 Third-Party Products. CompuDyne shall have no responsibility for correcting or resolving any errors, defects or failures in any Third-Party Products. CompuDyne's only obligation with respect to such Third-Party Products is to assist with the coordination of support services with the appropriate third-party vendor to the extent such support services are available to the City. 6.7 Third-Party Product Compatibility. CompuDyne shall have no responsibility for any Third- Party Product provided and installed on or integrated into the System by any other party without CompuDyne's prior written authorization, including but not limited to responsibility for the installation and integration of any such Third-Party Products, the condition, operation and performance of any such Third-Party Products, the compatibility of any such Third-Party Products with the Covered Applications, and any impact any such Third-Party Products have on the overall operation or performance of any of the Covered Applications or any other component of the System. If requested by the City, CompuDyne will provide technical support services pursuant to Section 2.4, "Out of Scope Services", to resolve any operation or performance problems relating to any of the Covered Applications or any other component of the System caused by any such Third-Party Products or to assist with the integration of any such Third-Party Products with or into any of the Covered Applications or any other component of the System. CompuDyne will charge the City for any such services at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.8 General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, COMPUDYNE DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE. 7.0 Termination 7.1 Termination for Failure of License. If the City terminates or breached its obligations under the Software License Agreement for any of the Covered Applications, CompuDyne may terminate its obligation to provide support for the Covered Applications under this Master Support Agreement, but only after the City and CompuDyne have first undertaken the Informal Dispute Resolution process set forth in Exhibit A. 7.2 Termination for Payment Defaults. In the event that the City fails to pay when due all or any portion of the annual fees required under Section 4.1, "Annual Support Fees", CompuDyne may after providing notice and an opportunity to cure as provided in Section 19, "Notices", of Exhibit A, terminate this Agreement or suspend all or any portion of the services hereunder for all or any portion of the Covered Applications until the City's account is brought current. Page 8 of 10 Master Support Agreement Kent WA 6 7.3 Termination for Other Defaults. Subject to completion of the dispute resolution procedures set forth in Section 7, "Dispute Resolution" of Exhibit A, in the event that either party hereto materially defaults in the performance of any of its obligations hereunder (other than payment defaults covered under Section 7.2, "Termination for Payment Defaults", the other party may, at its option, terminate this Agreement, by providing the defaulting party thirty (30) days' prior written notice of termination delivered in accordance with Section 19, "Notices" of Exhibit A, which notice shall identify and describe with specificity the basis for such termination. If, prior to the expiration of such notice period, the defaulting party cures such default to the satisfaction of the non-defaulting party(as evidenced by written notice delivered by the non-defaulting party in accordance with Section 19, "Notices"of Exhibit A, termination shall not take place. 7.4 Consequences of Termination. Upon termination of this Agreement for whatever reason, (a) CompuDyne shall be under no further obligation to provide support or any other services hereunder. The following provisions shall survive the termination of this agreement: • General Disclaimer, Section 6.8 of this Master Support Agreement. • Confidential Information as set forth in Section 2.0 of Exhibit A. • Indemnification as set forth in Section 3.0 of Exhibit A. • Governing LawNenue as set forth in Section 5.0 of Exhibit A. • Attorney's Fees as set forth in Section 6.0 of Exhibit A. • Patent Protection as set forth in Section 14.0 of Exhibit A. Page 9 of 10 Master Support Agreement Kent WA SIGNATURE PAGE IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below. The City of Kent CompuDyne— Public Safety&Justice, Inc. By: �L4X yi�CJ By: Name: SUP Name: j�-60 4�ef-- Title: l��I IT �� (��} Title: Page 10 of 10 Master Support Agreement Kent WA EXHIBIT 1 To Master Support Agreement COVERED APPLICATIONS This Exhibit is attached to,incorporated into and forms part of the Master Support Agreement,dated 2005 between the City and CompuDyne(herein referred to as the"Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement,unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement,the terms and conditions set forth in the Agreement shall prevail. CompuDyne will provide the Basic Support described in Section 2.1, "Basic Support", of the Agreement for the software applications and custom interfaces identified in the table below. The annual fee for such support shall be as set forth in the table below. Such support will commence upon the • expiration of any applicable Warranty Period as set forth in the table below. Covered Application* Warrant f Period Annual Fee VMP* Start Date Stop Date RMS Nucleus 24X7 Coverage 09/09/05 09/08/06 $11,200 Y WebQuery 24X7 Coverage 09/09/05 09/08/06 incl Y Alpha System 24X7 Coverage 09/09/05 09/08/06 Incl Y Location System 24X7 Coverage 09/09/05 09/08/06 incl Y Incident System 24X7 Coverage 09/09/05 09/08/06 incl Y Vehicle System 24X7 Coverage 09/09/05 09/08/06 incl Y Property and Evidence 24X7 Coverage 09/09/05 09/08/06 incl Y Arrest and Booking 24X7 Coverage 09/09/05 09/08/06 incl Y Restraining Orders 24X7 Coverage 09/09/05 09/08/06 incl Y Special Flags 24X7 Coverage 09/09/05 09/08/06 incl Y RMS Case Management 24X7 Coverage 09/09/05 09/08/06 $600 Y . RMS Crime Analysis 24X7 Coverage 09/09/05 09/08/06 $1,200 Y RMS Incident Report Writing 24X7 Coverage 09/09/05 09/08/06 $700 Y RMS Traffic Management 24X7 Coverage 09/09/05 09/08/06 $600 Y RMS UCR Crime Statistics 24X7 Coverage 09/09/05 09/08/06 $1,100 Y CMS Nucleus 24X7 Coverage 09/09/05 09/08/06 $7,700 Y WebQuery 24X7 Coverage 09/09/05 09/08/06 incl Y Alpha System 24X7 Coverage 09/09/05 09/08/06 incl Y Facility Management 24X7 Coverage 09/09/05 1 09/08/06 incl Y Booking 24X7 Coverage 09/09/05 09/08/06 incl Y Release Processing 24X7 Coverage 09/09/05 09/08/06 incl Y CMS Classification 24X7 Coverage 09/09/05 09/08/06 $900 Y Master Support Agreement Page 1 of 3 Exhibit 1—Covered Applications Kent WA Covered Application" Warrant I Period Annual Fee VMP* Start Date Stop Date CMS Incident/Disciplinary Incident/Disciplinary Reporting 24X7 Coverage 09109/05 09/08/06 $900 Y CMS Inmate Programs 24X7 Coverage 09/09/05 09/08/06 $1,500 Y Inmate Property Management 24X7 Coverage 09/09/05 09/08/06 $700 Y FAS ARS 24X7 Coverage 09/09/05 09/08/06 incl Y RMS,CMS,AIRS Workstations site license 09/09/05 09/08/06 $17,000 Y TIPS Video Capture 2 licenses 24X7 Coverage 09/09/05 09/08/06 $2,500 Y TIPS View Station 9 licenses 24X7 Coverage 09/09/05 09/08/06 $1,500 Y Identix/DBI Interface 24X7 Coverage 09/09/05 09/08/06 $2,100 N O tika Acorde Interface 24X7 Coverage 09/09/05 09/08/06 $3,332 N PRC MIS-derived Table Interface 24X7 Coverage 09/09/05 09/08/06 $1,877 Y Get Case Interface 24X7 Coverage 09/09/05 09/08/06 incl Y Jail Initialize Interface 24X7 Coverage 09/09/05 1 09/08/06 incl Y GCT 24X7 Coverage 09/09105 09/08/06 incl Y Microfocus License 09/09/05 09/08/06 $1,737 Total Annual Maintenance Fees $57,046 Maintenance Period Level 2 DBA Services 24X7 Coverage 1 09/09/05 1 09/08/06 1 $34,650.00 A"Y"in this column denotes applications that are covered under CompuDyne's Version Management program as outlined in Exhibit 6. Covered applications are licensed for 2 instances as follows: • The Production instance located at the IT Data Center,220 41"Ave S.,Kent,Washington 98032 comprised of servers: "NZ"-HP DL380 G3,SIN DL308LDN1 H896 "PF"-HP DL360 G2,SIN 6J2CJNT1 D04C "FX-HP DL380 G2,SIN D303JZG2D201 • The Train instance located at the Fire Station 74,24611 116t"Ave SE,Kent,Washington 98032 comprised of servers: 'AW"-HP DL380 G3,SIN EAPTLDN42D "MP"-HP DL360 G3,SIN M039KYD32C • There is a single license for TIPS which is installed on"FJ" Level Two DBA Support includes the following services if CompuDyne database backups are used: • Prepare and maintain a production database backup plan, outlining Clients responsibilities, tape scheduling and management, and tape drive service requirements • Set up and maintain automated backup scripts • Perform database recover procedures or assist the Client's DBA as needed to restore the database if it is lost or damaged Master Support Agreement Page 2 of 3 Exhibit 1—Covered Applications Kent WA • Monitor backup logs monthly • Examine backup tapes periodically • Perform problem diagnosis and resolution on a 24x7 basis • Monitor database disk storage growth monthly(tablespace,extents,filesystems,archives,redo,temp,rbs) • Expand disk space allocations as required(tablespace,filesystems,archives,redo,temp,rbs) • Monthly monitor and purge database alert log and trace files for potential problems • Monthly monitor inter-database processes for potential problems(replication,two-phase commits)if applicable • Monthly monitor database performance for significant changes and identify problem applications and SQL statements • Maintain database system accounts and passwords • Annually rebuild indexes(requires downtime) • Annually reorganize/de-fragment the heavily updated tables(those with 25%or more of contents changed since last rebuild),if fragmented(might require downtime) • Perform database software version upgrades if needed The following are the Client Responsibilities for Level Two DBA Support: • Provide CompuDyne access to the database for problem diagnosis and resolution • Load and manage backup tapes per backup plan and during recovery • Perform periodic performance tuning if needed • Provide hardware required for database growth • Master Support Agreement Page 3 of 3 Exhibit t—Covered Applications Kent WA EXHIBIT 2 To Master Support Agreement TRAINING This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated ��PiE�m(h.YL 9 , 2005 between the City and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. The City's Technical Support Coordinators shall have received training in the following areas: • System Setup— RMS/Ti and CMS/Ti • WebQuery— RMS/Ti and CMS/Ti • Alpha System—RMS/Ti and CMS/Ti • Incident/LocationNehicle— RMS/Ti • Property and Evidence— RMS/Ti • Arrest and Booking— RMS/Ti • Special Flags— RMS/Ti • Case Management— RMS/Ti • Incident Report Writing— RMS/Ti • Traffic Management—RMS/Ti • UCR—RMS/Ti • Crime Analysis— RMS/Ti • Facility Management—CMS/Ti Booking and Release Processing—CMS/Ti • Classification—CMS/Ti • Incident/Disciplinary Reporting—CMS/Ti • Inmate Programs—CMS/Ti • Inmate Property Management—CMS/Ti AIRS Training Master Support Agreement Page 1 of 1 Exhibit 2—Training Kent WA EXHIBIT 3 To Master Support Agreement THIRD-PARTY SUPPORT CONTRACTS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 3e 69R 9 , 2005 between the City and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. The following servers(hardware and connections)and operating software: • "NZ" - HP DL380 G3, S/N DL308LDN1 H896 • "PP' - HP DL360 G2, S/N 6J2CJNT1 D04C • "IFS' - HP DL380 G2, S/N D303JZG2D201 • "AW" -HP DL380 G3, S/N EAPTLDN42D • "MP"— HP DL360 G3, S/N M039KYD32C Master Support Agreement Page 1 of 1 Exhibit 3—Third Party Support Contracts Kent WA EXHIBIT 4 To Master Support Agreement SITE, SYSTEM AND NETWORK SPECIFICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated _SEVT>;lviki `j , 2005 between the City and CompuDyne (herein referred to as the "Agreement'). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. The City furnished and installed all hardware associated with this project. They assume all responsibilities for the normal upkeep and maintenance of all hardware. If required CompuDyne will assist in the installation and/or setup of CompuDyne software, associated databases and any additional third party software required to support the CompuDyne applications. CompuDyne did not provide any networking hardware or services as part of this contract. The City must provide network connectivity for each of the CompuDyne Servers that conforms to the minimum requirements listed below. 1. Physical. a. 100Mbs Ethernet Copper 10013aseT network connect for each server. b. CompuDyne recommends a switched 100Mbs/full duplex connection for each server. 2. Logical a. Standard TCP/IP networking protocol is required to support all CompuDyne Applications. b. TCP/IP connectivity is required between each server and all workstations requiring access to the CompuDyne application. The following are the servers located at the IT Data Center, 220 41h Ave S., Kent, Washington 98032: • "NZ" - HP DL380 G3 Server, S/N DL308LDN1 H896 • "PF" - HP DL360 G2 Server, S/N 6J2CJNT1 D04C • "FJ" - HP DL380 G2 Server, S/N D303JZG2D201 The following are servers located at the Fire Station 74, 24611 116"Ave SE, Kent, Washington 98032: • "AW" - HP DL380 G3 Server, S/N EAPTLDN42D • "MP"— HP DL360 G3 Server, S/N M039KYD32C Master Support Agreement Page 1 of 1 Exhibit 4—Site,System,and Network Specification Kent WA EXHIBIT 5 To Master Support Agreement BACK UP SCHEDULE AND PROCEDURES This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated .S9 PTsm Oa 9 , 2005 between the City and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement,the terms and conditions set forth in the Agreement shall prevail. CompuDyne is not responsible for any backup to data recovery on any of the servers or workstations supporting the CompuDyne application. The City should perform regularly scheduled backups of the CompuDyne applications and all associated databases. In the event that data recovery is required the City must work with CompuDyne's technical staff to recover the required file(s)to the associated system. CompuDyne recommends that daily backups of all application and database file be performed and that off site storage of back media is utilized. . The City of Kent performs daily differential backups and weekly full backups on the following servers/drives for PRD(Production servers): • NZ(Database server)-HP DL380 G3 S/N DL308LDN1 H896 C:Operating system, program files including Oracle and RMS Ti for PRD D:Oracle and Oradata files(PRD, TRN, DEV databases) F: Backup and misc files(e.g., conversion) • PF(Web Server)- HP DL360 G2 Server, S/N 6J2CJNT1 D04C C: Operating system, program files, data files • FJ (TIPS Server and Crystal Reports)- HP DL380 G2 Server, S/N D303JZG2D201 C: Operating system, program files, data files including TIPS database Master Support Agreement Page 1 of 1 Exhibit 5—Back up Schedule and Procedures Kent WA EXHIBIT 6 To Master Support Agreement VERSION MANAGEMENT PROGRAM This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated SEA-1UTyk elZ , 2005 between the City and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Master Support Agreement Page 1 of 1 Exhibit 6—Version Management Program Kent WA . CompuDyne Proprietary • Public Safety Justice A CnmpuDylie CnnipanY Z" Version Management Program - VMP rA2 Version 10 Y n,�Y 3✓l r�52 � �� JJ� ,aj'4��j;.y -z r"el�l 4x h J y a n X ry September 2,2005 r t . CompuDyne-Public Safety a Justice,Inc. }' 39350 Civic Center Drive,Suite 100 JqM' w E A Fremont,CA 94538 k , <<� < 15101792-2108 CompuDyne Proprietary - Version 10 a ersion Management Program CompuDyne Proprietary Notices: New publications incorporate all updates issued since the previous publication. Update packages, issued between publications,contain additional and/or replacement pages which should be merged into the most recent publication of the guide. CompuDyne reserves the right to alter or improve the equipment, software and/or specifications detailed in this document at any time and without any notice. The information detailed in this documentation could contain technical or typographical errors. CompuDyne waives any responsibilities incurred by anyone outside the company for labor or material cost as a result of using this document. CompuDyne shall not be held liable for any damages including, but not limited to, consequential, incidental special damages or loss of profits as a result or in connection with this document or its use. While every effort has been made to prepare an accurate,thorough and error-free document,your comments and suggestions regarding improvements to this user's manual are appreciated. Copyright: All rights reserved. No part of this document may be reproduced in any form,including photocopying or translation to another language,without the prior written consent of CompuDyne. Copyright©2005 by CompuDyne. Printed in the United States of America. Trademarks: The following are trademarks or service marks of CompuDyne and are registered or pending in the United States of America. Computer Aided Dispatch/2000 CAD/20000, Records Management System/2000 RMS/20000, Message Switching System/2000 MSS/20000, Judicial Management System JMS/20000, Corrections Management System CMS/20000, Court Management System/2000 CMS/20000, Jail Management System/2000 JMS/20000, PIMS/2000, JDL, GPA, GMS, RTM, APS/2000, CAD Activity Reporting System/CARS, Computer Assisted Public Safety System/CAPS, Premier IMS©,CorrMedica© All other brand and product names referenced in this guide are trademarks of their respective companies. Publication History: Publication Version Date Version Management Program(VMP) Version 10 September 2,2005 This document was printed on September 9,2005 DISCLAIMER: Example application screens, forms, and/or reports contained in this document are representative of the typical,or standard, forms distributed with the product. The actual screens,forms,and/or reports in use in any particular installation may look substantially different than the samples contained in this document, due to customization and tailoring of those items. CompuDyne Proprietary CompuDyne September 2,2005 Page a - Version 10 aersion Management Program CompuDyne Proprietary Table of Contents 1. OVERVIEW...................................................................................................................................... 1 1.1 INTRODUCTION...............................................................................................................................................1 1.2 UPGRADE PROGRAMS.....................................................................................................................................1 1.3 NATIONAL REPORTING STANDARDS...............................................................................................................3 1.4 INTERFACES....................................................................................................................................................4 2. SS/2000 BASED ARCHITECTURE SYSTEMS..............................................................................5 2.1 SYSTEM ELIGIBILITY REQUIREMENTS............................................................................................................5 2.2 DEFINITIONS...................................................................................................................................................6 2.3 CERTIFIED PRODUCT ELIGIBILITY REQUIREMENTS........................................................................................6 2.4 COMPUDYNE PRODUCT DEPLOYMENT...........................................................................................................7 3. CAD/TI..............................................................................................................................................8 3.1 SYSTEM ELIGIBILITY REQUIREMENTS............................................................................................................$ 3.2 DEFINITIONS...................................................................................................................................................9 3.3 CERTIFIED PRODUCT ELIGIBILITY REQUIREMENTS........................................................................................9 3.4 COMPUDYNE PRODUCT DEPLOYMENT...........................................................................................................9 4. PREMIER IMS AND CORRMEDICA........................................................................................... 10 4.1 SYSTEM ELIGIBILITY REQUIREMENTS..........................................................................................................10 4.2 DEFINITIONS.................................................................................................................................................10 5. FACTS COURT MANAGEMENT................................................................................................. 11 5.1 SYSTEM ELIGIBILITY REQUIREMENTS..........................................................................................................11 5.2 DEFINITIONS.................................................................................................................................................12 CompuDyne Proprietary CompuDyne September 2,2005 Page i - Version 10 Wersion Management Program CompuDyne Proprietary 1. OVERVIEW 1.1 INTRODUCTION The Version Management Program (VMP) provides CompuDyne clients with ongoing product enhancements and new features as an integral component of the CompuDyne's Master Support Agreement(MSA). Under the VMP, baseline clients are offered release updates to key CompuDyne products. These updates include additional functionality, support for new releases of operating systems, relational databases and other third party products, and, in many cases, the introduction of new technology. Client input through Steering Committees and Focus Groups drives the majority of these product updates. While there are optional for-fee services, the majority of the costs for the VMP are included in the annual maintenance fee. There are situations where the release requires additional license fees, non-CompuDyne product upgrades, additional equipment, or costs for migration for custom interfaces. These fees are extra cost items. As part of each new release,the Company will advise clients on these matters. The Version Management Program applies to selected versions of CompuDyne baseline products. This document has a section for each of CompuDyne's main product lines explaining "if' and "how" that product participates in the VMP program. 1.2 UPGRADE PROGRAMS 1.2.1 BASELINE SYSTEMS Baseline clients using certain Tiburon applications are eligible to fully participate in the VMP. The standard support program for Baseline Systems includes the technical services to install the new application release at the server or workstation level. Costs may be incurred for required hardware and operating system upgrades,third party products,possible additional license fees,and costs to migrate custom interfaces to support the new version. Baseline System clients may have tailoring applied to their systems. CompuDyne personnel will migrate existing tailoring to the GUI Forms and Web Forms as applicable with the new version. CompuDyne will perform data conversion from one release to the next as required, using standard tools and utilities developed by CompuDyne. User training may be required once a new release is installed. As part of the VMP, CompuDyne will provide an on-site overview of the additional functionality in the way of a "train-the-trainer" session (usually one day). If additional on-site training is desired,a quote will be provided. CompuDyne Proprietary CompuDyne September 2,2005 Page 1 - Version 10 -ersion Management Program CompuDyne Proprietary 1.2.2 CUSTOM SYSTEMS Custom systems are not eligible to participate in the VMP. A number of CompuDyne clients are defined as Custom agencies. The amount of customization varies from agency to agency. Upon request, a CompuDyne Account Manager will provide a quote for CompuDyne to work with the agency and identify the steps necessary to get the site back under the VMP with an upgrade proposal. As a part of this quote, CompuDyne will work with the agency to identify site specific customizations that are not part of the current base product and potential ramifications. While it is possible to upgrade (outside of the VMP) retaining customizations, the site remains custom at the new level, affecting continuing maintenance costs and the cost of upgrading to a next release or version. If customization exists in the database that requires modification to our standard set of tools and utilities to perform the data conversion,there will be an associated fee to perform a Non-Standard Data Conversion. 1.2.2.1 CUSTOM SYSTEM UPGRADE OPTIONS Clients with Custom Systems may elect to become eligible for the VMP by upgrading to the new Baseline product release at any time. While the upgrade will provide the features and enhancements of the new version, existing customization will be forfeited. However, this is potentially less costly than installing selected enhancements offered to Custom System clients,and affords clients the opportunity to participate in the VMP for future product versions. Please note with the level of integration of CompuDyne's products, clients with Custom Systems require an upgrade of the entire infrastructure in order for the next release or version to be properly installed for a Baseline System Options Descriptions Option 1 CompuDyne will upgrade the system to the current Baseline System version and convert the custom database to the baseline version. All other project-associated costs will apply, and additional costs may be incurred for any hardwareloperating system upgrades, third-party products, or additional license fees required to support the new version. Option 2 CompuDyne will provide a price quote for the technical services, project management and training to upgrade the Custom System to the next version. Technical services costs will be incurred to retrofit the existing client customization (if desired) on the server and workstation application into the new version. These costs are dependent on the amount of existing customization to be retained. Costs may also be incurred for required hardware and operating system upgrades, third-party products and additional license fees to support the new version. CompuDyne Proprietary CompuDyne September 2,2005 Page 2 • Version 10 aersion Management Program CompuDyne Proprietary Options Descriptions Option 3 After reviewing CompuDyne's Product Version Notes, clients with Custom Systems can request price quotes to install selected enhancements in the Custom System. This will allow clients to install selected new features and functions for the cost to fit only the customization affected by the new feature or function. Custom System clients will not be charged for the development of the new enhancements: the only costs incurred by the Custom client are those associated with the installation effort, and any potential license fees, hardware/operating system upgrades or third-party products that may be required to support the new version. The standard support program includes standard tools and utilities to perform data conversion from one release version to the next as required. These tools and utilities are developed to perform with CompuDyne's standard release or version. If, due to client-specific customization, modifications to the data conversion tools and utilities are required to perform a data conversion,costs for technical services will be incurred. Any Custom client may elect to participate in the VMP and install the full new product version at any time. While doing so would provide the Custom client the features and enhancements of the new version, the client would forfeit their existing customization. However, the Custom client may prefer this option, as it is potentially less costly than installing the available selected enhancements, and will allow the client to participate in the VMP for future product versions. 1.2.3 MATURE SYSTEMS Mature systems are those that operate on platforms other than on the standard certified VMP platforms for each product, or those systems that are more than two releases earlier than the current release. Because of the complexities encountered in supporting multiple versions of products, CompuDyne charges higher maintenance fees for mature products. Since mature systems may be out-of-step with the upgrade program, not participating in the VMP can be costly. For a fee, the mature system can be made VMP eligible again. Upon request, a CompuDyne Account Manager will provide a quote for CompuDyne to work with the agency and identify the steps necessary to get the site back under the VMP. 1.3 NATIONAL REPORTING STANDARDS CompuDyne's objective is to ensure that our clients' systems are compliant with State and Federal mandates for applicable programs such as UCR, NFIRS, NBIRS and IBRS. Therefore, new State- and Federal-mandated changes are available through the VMP for these programs, though the client remains responsible for the maintenance of certain forms and reports(such as Reformatter transactions and Crystal Reports). New State and Federal mandates that are not captured within the baseline subsystem installed at the agency are considered outside the scope of the VMP program. The client must have the related CompuDyne product license to participate in this program; that is a UCR-based client must have the NIBRS license to receive NIBRS updates. CompuDyne Proprietary CompuDyne September 2,2005 Page 3 • Version 10 Wersion Management Program CompuDyne Proprietary 1.4 INTERFACES Baseline interfaces will be included in the VMP, assuming that the current baseline interface will be utilized for the implementation. For clients with custom interfaces, CompuDyne will provide a quote for the technical services required to upgrade each interface and migrate it to the product release being installed. As an example, most 911/ALI interfaces are considered baseline. An example of a custom interface is a site-specific mainframe interface or other non-standard third parry systems. There may be additional costs incurred for hardware and operating system upgrades or other third parry products needed to support the interface under the new version. 1.4.1 INTERFACE COMPLIANCE CompuDyne's objective is to ensure that our clients' systems are compliant with Federal and local state mandates, and, to the extent practical, updates are provided as part of the Master Support Agreement (MSA). However,please note that Communications Protocol changes are considered outside the scope of CompuDyne's support program and MSA. For example, any mandated change such as encryption is considered a protocol change and a quote will be provided as needed. An additional example is a state interface changing protocols from SNA to TCP/IP. CompuDyne Proprietary CompuDyne September 2,2005 Page 4 • Version 10 Wersion Management Program CompuDyne Proprietary 2. SS/2000 BASED ARCHITECTURE SYSTEMS The Version Management Program applies to the products built upon the SS/2000 architecture. This architecture includes the Records Management Systems, both RMS/2000 (Unix) and RMS/Ti (Microsoft Windows)platforms, and the CAD/2000 system(Unix). 2.1 SYSTEM ELIGIBILITY REQUIREMENTS A site is eligible to participate in the VMP program when all systems are under a current Master Support Agreement (MSA), systems are current at version 7.x, there are no site customizations, and maintenance billings are current. Clients under warranty coverage are not eligible for the VMP program until the entire warranty period is complete and a MSA has been put into place. Once a system is at version 7.0, in order to remain VMP-eligible,the system must be within three releases of the current product release. Once the third release is made available, the agency will have one year to update their system(s) to the latest release. If the one-year time limit passes,the agency will no longer be eligible for future VMP for that product and the system will be considered mature, and will be classified as a custom system for purposes of the VMP. Once an agency is more than three releases behind the latest product release, the MSA cost for the product will increase by 20% annually, as the system will be considered custom and will therefore be more difficult and costly for CompuDyne to support. Client hardware must be sufficient to support the installation and operation of two complete systems running concurrently, and must also meet the minimum requirements required for the release. For RMS/Ti and CMS/Ti systems, this will require a separate application server/PC or new hardware for the upgrade. CompuDyne Proprietary CompuDyne September 2,2005 Page 5 Version 10 Wersion Management Program CompuDyne Proprietary 2.2 DEFINITIONS Term Definition Version A version covers major paradigm shifts in the product infrastructure, user interface, database management and/or platform, which may involve some rewrite of the applications. A version may involve substantial changes to the database that warrant a database conversion. CompuDyne envisions that significant services will be required to upgrade a site to the new version, with an upgrade cost quotation required. CompuDyne expects to announce new versions of many of our products every three to five years. The numbering scheme used for versions is 6.0,7.0,8.0,etc. Product Release A release includes bug fixes, patches, minor changes, features identified by the Steering Committees and changes necessary for state and federal compliance. CompuDyne envisions that minimal on-site time will be necessary to upgrade a site to a new release, provided that the site is "release current". CompuDyne provides product releases periodically. The numbering scheme used for releases is 7.1, 7.2,7.3, etc. Patch Release A Patch Release includes only bug fixes. The numbering scheme used for Patch Release is 7.3.2,7.3.3,7.4.1, etc. Tailoring During the deployment of its products, CompuDyne normally performs a series of setup and configuration steps to tailor the product to the client's needs. Database views, some screen label name changes, and certain types of edits are included as tailoring. Existing tailoring, where applicable, will be migrated during the VMP upgrade. Customization Programming changes are considered customization. Field name changes on reports are identified as customization if they require application program changes. 2.3 CERTIFIED PRODUCT ELIGIBILITY REQUIREMENTS The following applications are currently eligible for the VMP. 2.3.1 CERTIFIED PRODUCT ELIGIBILITY REQUIREMENT PRODUCT,' VERSION ENVIRONMENT UNIX CAD 7.0 or later RS/6000 AIX HP-UX Police RMS 7.0 or later RS/6000 AIX HP-UX Windows/2000 Server or Windows/2003 Server- Oracle or SQL Server Fire RMS 7.0 or later RS/6000 AIX HP-UX Windows/2000 Server or Windows/2003 Server-Oracle or SQL Server CMS 7.0 or later RS/6000 AIX HP-UX Windows/2000 Server or Windows/2003 Server-Oracle or SQL Server MDS(MAKO) 7.0 or later RS/6000 AIX HP-UX Windows/2000 Server or Windows/2003 Server-Oracle or SQL Server. Windows 2000 or XP for client applications. ARS 7.0 or later RS/6000 AIX HP-UX Windows/2000 Server or Windows/2003 Server-Oracle or SQL Server. Windows 2000 or XP for client applications. CompuDyne Proprietary CompuDyne September 2,2005 Page 6 Version 10 Wersion Management Program CompuDyne Proprietary 2.4 COMPUDYNE PRODUCT DEPLOYMENT CompuDyne deploys our products on various platforms and operating environments for a broad range of clients. In addition to variations in platform and client requirements, the Company provides varying degrees of custom development. All IBM mainframe, Stratus VOS, and Unix other than AIX or HP-UX, are considered"custom systems" even at the version 7 level. Note: Due to the level of integration of CompuDyne's products,a custom agency may be required to upgrade its entire infrastructure to allow the next version to be properly installed for a Baseline system. The level of effort required to upgrade the custom system infrastructure to the next Baseline release will be quoted as an additional cost. CompuDyne Proprietary CompuDyne September 2,2005 Page 7 Version 10 aersion Management Program CompuDyne Proprietary 3. CUM The CAD/Ti product is certified for the Version Management Program. 3.1 SYSTEM ELIGIBILITY REQUIREMENTS To be eligible to participate in VMP, clients must have all systems that have shared infrastructure or shared code tables under a current Master Support Agreement (MSA). The CAD/Ti system must be at version level 2.0 or later. The client must have sufficient disk space to accommodate large-scale data conversion and a Test System comparable in size to the Production System. Client hardware must be sufficient to support the installation and operation of two complete systems running concurrently, and must also meet the minimum requirements required for the release. Once a system is at the stated version level, in order to remain VMP-eligible, the system must be within two releases of the current product version. Once the third release is made available,the agency will have one year to update their system(s) to the latest version. If the one-year time limit passes, the agency will no longer be eligible for future VMP for that product version and the system will be considered mature, and will be classified as a custom system for purposes of the VMP. Once an agency is more than 3 releases behind the latest product release the MSA cost for the product will increase by 20% annually as the system will be considered custom and will be more difficult and costly for CompuDyne to support. CompuDyne Proprietary CompuDyne September 2,2005 Page 8 Version 10 1wersion Management Program CompuDyne Proprietary 3.2 DEFINITIONS Term Definition Version A version covers major paradigm shifts in the product infrastructure, user interface, database management and/or platform, which may involve some rewrite of the applications. A version may involve substantial changes to the database that warrant a database conversion. CompuDyne envisions that significant services will be required to upgrade a site to the new version, with an upgrade cost quotation required. CompuDyne expects to announce new versions of many of our products every three to five years. The numbering scheme used for versions is 1.0,2.0,3.0 etc. Product Release A release includes bug fixes, patches, minor changes,features identified by the Steering Committees and changes necessary for state and federal compliance. CompuDyne envisions that minimal on-site time will be necessary to upgrade a site to a new release, provided that the site is "release current". CompuDyne provides product releases periodically. The numbering scheme used for releases is 2.1,2.2, 2.3 etc. Patch Release A Patch Release is also known as a minor build. Builds typically include only application bug fixes. On the CAD/Ti platform CompuDyne provides patch releases or builds when necessary to fix technical service requests that cannot wait until the next major build. CAD/Ti is treated as a product and there is no source code at client sites; the fix is applied to current and past and present releases. The numbering scheme used for builds is 9.139, 9.149, 10.14,etc(the product release may prefix the build identifier). Tailoring During the deployment of its products, CompuDyne normally performs a series of set-up and configurations steps to tailor the product to the client's needs. For the CADM product tailoring metrics are defined during the BPR process; a document is created and signed off by the client during that phase. Tailoring, as applicable to the new release,will be migrated during a VMP upgrade. Customization Programming changes of any type/level are considered customization. 3.3 CERTIFIED PRODUCT ELIGIBILITY REQUIREMENTS The following applications are currently eligible for the VMP. 3.3.1 CERTIFIED PRODUCT ELIGIBILITY REQUIREMENT Product version - Environment CAD/Ti 2.0 or later Microsoft Windows: Server/2000, Server/2003; Database: Oracle, SQL Server 3.4 COMPUDYNE PRODUCT DEPLOYMENT While elements of the Version Management Program benefit the vast majority of the Company's clients, it benefits most those sites with baseline,tailored,non-customized products. Note: Due to the level of integration of CompuDyne's products, a custom agency may be required to upgrade the entire infrastructure to allow the next version to be properly installed for a Baseline system. The level of effort involved to upgrade the custom system infrastructure to the next Baseline release will be quoted as an additional cost. CompuDyne Proprietary CompuDyne September 2,2005 Page 9 • Version 10 Wersion Management Program CompuDyne Proprietary 4. PREMIER IMS AND CORRMEDICA The CompuDyne portfolio has two main products Premier IMS— an Institutional Management System— and CorrMedica—a Corrections Medical package. All Premier IMS and CorrMedica clients are considered custom and mature sites; as such, they cannot take advantage of the baseline upgrade feature of the VMP program. However, certain features identified by CompuDyne added to the current program release will be made available to clients for integration and installation costs only. The remainder of this section describes the current Premier IMS and CorrMedica software versioning and process. 4.1 SYSTEM ELIGIBILITY REQUIREMENTS All Premier IMS and CorrMedica clients are considered custom; as such, they are not certified for the Version Management Program. 4.2 DEFINITIONS Term Definition Version A new Premier IMS and CorrMedica software version contains: • Database changes • System Change Requests(SCRs) • Enhancements • Software defect fixes reported by the client • Software defect fixes found by Boulder Operations • Software defect fixes found in other clients systems A new version is available periodically. Patch Release A Patch Release includes only bug fixes. Patches are done on an as- needed basis. Patches can fix defects and can be done in a background program or as a data-change. Tailoring During the deployment of its products, CompuDyne normally performs a series of setup and configuration steps to tailor the product to the client's needs. Database views, data element name changes, and certain types of edits are included as tailoring. Please note that several data and parameter changes can affect the tailoring questions within the application, the work flows, label changes,and business rules for application behavior. Customization I System Change Requests(SCRs)are considered customizations. CompuDyne Proprietary CompuDyne September 2,2005 Page 10 • Version 10 Wersion Management Program CompuDyne Proprietary 5. FACTS COURT MANAGEMENT 5.1 SYSTEM ELIGIBILITY REQUIREMENTS FACTS clients are currently on eight(8) different versions of FACTS, ranging from the oldest Version 3, to the newly released Version 7.0. The Master Support Agreement (or Extended Service Agreement) for each client encourages them to remain current with the latest version, releases and builds of the product. However, for various reasons, a number of clients have chosen to remain at a certain older version level rather than moving forward. All versions are currently supported in client production sites. For the latest releases of FACTS (V6 and above), all systems are baseline. For the older versions, there are several customized systems. Moving forward, the FACTS product plans include all new functionality in the baseline product, with only minor exceptions for certain customizations that will require a branch on a given release. Pricing for FACTS modifications includes the time for incorporating the functionality in baseline of the latest release, and ensures the functionality will be ported forward into future releases. Each of the FACTS state reporting requirements completed to date have been funded enhancements by either the client or a group of clients requiring the same state compliance reporting capabilities. Upgrades similar to the Version Management Program for SS/2000 Tiburon applications are available for baseline FACTS clients at Version 6 and above,provided they are within one version for the upgrade(V6 to V7 for instance). Included is the installation of the program release, scripted database conversion, and up to a one-day overview of the additional functionality in the way of a "train-the-trainer" session. Database changes or non-scripted database conversion(site-specific)are provided at additional costs,as is additional training. Client hardware must be sufficient to support the installation and operation for the upgrade and must also meet the minimum requirements required for the release. CompuDyne Proprietary CompuDyne September 2,2005 Page 11 • Version 10 eversion Management Program CompuDyne Proprietary 5.2 DEFINITIONS Our current definitions are as follows: Term Definition Version A version release is scheduled periodically, targeting every 12-18 months. A version release covers major paradigm shifts in the product infrastructure, user interface, database management and/or platform, which may involve some rewrite of the applications. A version may involve substantial changes to the database that warrant a database conversion. CompuDyne envisions that significant services will be required to upgrade an earlier version (pre V6) site to the new version, with an upgrade cost quotation required. The numbering scheme used for versions is 1.0,2.0,3.0 etc. A Version contains: Significant database changes Significant functional changes/additions Release A new Release is scheduled every 6 to 12 months. A Release contains: Limited database changes Additional functionality Includes fixes since the last build Build Builds are done with a 2 to 4 month frequency, and include only fixes. Patch Patches are done on an interim frequency, and on an as-needed basis. Patches are sent to address fixes,or to deliver a branch specific enhancement. CompuDyne Proprietary CompuDyne September 2,2005 Page 12 AL EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. The terms and conditions presented in this exhibit shall apply to the following agreements between the City of Kent and CompuDyne to the extent specified in those agreements: • System Implementation Agreement(the"SIA")dated November 1,2002. • Software License Agreement(the"SLX)referenced at Section 8.2 of the SIA • Master Support Agreement(the"MSA")referenced at Section 13.3 of the SIA 1.0 Independent Contractor Status CompuDyne is an independent contractor under this agreement, and nothing shall be construed to create a partnership,joint venture, or agency relationship between the parties. Neither party shall have any authority to enter into agreements of any kind on behalf of the other,and neither party shall have any power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party represents that it is acting on its own and is not acting as an agent for any third parry. 2.0 Confidential Information 2.1 City Confidential Information All City Confidential Information shall be held in strict confidence by CompuDyne,and CompuDyne shall not, without the City's prior written consent, (a) disclose such information to any person or entity other than to CompuDyne's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection with CompuDyne's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its obligations hereunder. CompuDyne understands and agrees that the unauthorized use or disclosure of City Confidential Information may irreparably damage the City. In the event of CompuDyne's breach or threatened breach of any of the provisions in this section, the City shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining CompuDyne from any unauthorized use or disclosure of any City Confidential Information. 2.2 CompuDyne Confidential Information To the extent allowed by law, all CompuDyne Confidential Information shall be held in strict confidence by the City, and the City shall not, without CompuDyne's prior written consent, (a) disclose such information to any person or entity other than to the City's employees or consultants legally bound to abide by the teens hereof and having a need to know such information in connection with the City's performance of its obligations hereunder, or(b)use such information other than in connection with the performance of its obligations hereunder. The City understands and agrees that the CompuDyne Confidential Information constitutes a valuable business asset of CompuDyne, the unauthorized use or disclosure of which may irreparably damage CompuDyne. In the event of the City's breach or threatened breach of any of the provisions in this section, CompuDyne shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the City from any unauthorized use or disclosure of any CompuDyne Confidential Information. 2.3 Exclusions Notwithstanding Subsections 2.1 and 2.2 hereof, either party's confidential information shall not include information which the other party can demonstrate by competent written proof(a) is now, or hereafter becomes,through no act or failure to act on the part of the receiving party,generally known or available or otherwise part of the public domain; (b) is rightfully known by the receiving party without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is Kent/CompuDyne Page 1 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. hereafter furnished to the receiving party by a third party authorized to furnish the information to the receiving party, as a matter of right and without restriction on disclosure; or(d) is the subject of a written permission by the disclosing party to disclose. 2.4 Exceptions Notwithstanding Subsections 2.1 and 2.2 hereof, disclosure of either parry's confidential information shall not be precluded if: a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; b) such disclosure is necessary to establish rights or enforce obligations under this agreement, but only to the extent that any such disclosure is necessary for such purpose;or a) The receiving party received the prior written consent to such disclosure from disclosing party, but only to the extent permitted in such consent. 2.5 Survival The obligations with respect to each item of CompuDyne Confidential Information and City Confidential Information shall survive the termination or expiration of this agreement. 3.0 Indemnification 3.1 Software Indemnification (a) The parties acknowledge that CompuDyne will deliver a highly complex software system that, upon completion of testing and acceptance, will be operated solely by the City, in an environment controlled by the City, and by personnel under the sole direction and control of the City. Further, CompuDyne will have no control over what data is entered into the system by the City. Moreover, CompuDyne will not have any control over the various external systems and internal networks with which its system will interact. However,the parties also acknowledge that, upon completion of testing and acceptance and subject to the City's independent control and operation described above, CompuDyne's software and embedded systems must accurately store, process and report data. (b) In the context of the acknowledgements stated in the preceding paragraph, CompuDyne shall not, in any event, be liable for the accuracy or completeness of City-entered data, but otherwise CompuDyne shall protect, defend, indemnify, and save the City, its agents, officials, employees, or any firm, company, organization, or individual to whom the City may be contracted,harmless from any and all claims, injuries,damages,losses or suits arising out of or in connection with the performance of this agreement,including,without limitation,the infringement or violation of any third parry's trade secrets,proprietary information,trademark,copyright,patent right or proprietary right, but only to the extent of CompuDyne's negligence or willful misconduct. Kent/CompuDyne Page 2 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. 3.2 Services and Other Indemnification: Except as modified by the preceding "Software Indemnification", CompuDyne agrees to protect, defend, indemnify, and save the City, it agents, officials, employees, or any firm, company, organization, or individual to whom the City may be contracted, harmless from any and all claims, injuries,damages,losses or suits arising out of or in connection with the performance of this agreement,but only to the extent of CompuDyne's negligence or willful misconduct. 3.3 Indemnification — General: This subsection applies to both of the preceding indemnification provisions. CompuDyne will defend or settle at its sole expense all suits or proceedings arising out of the foregoing, provided that the City gives CompuDyne prompt notice of any such claim of which it learns. No settlement that prevents the City from continuing to use the software products, other products or software documentation as provided in this agreement will be made without the City's prior written consent. In all events, the City will have the right to participate at its own expense in the defense of any such suit or proceeding through counsel of its own choosing. This indemnification will survive the expiration or termination of this agreement. 3.4 Damages Indemnified: SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS IN THIS SECTION 3,"INDEMNIFICATION",COMPUDYNE'S LIABILITY FOR ANY CLAIM,WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL BE LIMITED TO TWO MILLION DOLLARS ($2,000,000). CompuDyne's indemnifications shall apply to all direct or actual damages incurred by the City except as provided herein. Under no circumstances shall CompuDyne be liable for special,indirect or consequential damages unless those damages are covered under insurance policies provided pursuant to Section 4 herein. To the extent insurance applies, CompuDyne shall be responsible for any applicable deductible amounts. In any event, however, if no insurance coverage applies, CompuDyne will be liable for special, incidental or consequential damages up to a maximum of ONE HUNDRED THOUSAND DOLLARS AND NO CENTS($100,000.00). 4.0 Insurance 4.1 CompuDyne shall procure and maintain in effect during the term of this Agreement the following insurance coverages with an insurance company or companies authorized to do business in the State of Washington and approved by the City with a Best rating of no less than A:VII to be applied against claims for injuries to persons or damage to property that may arise from on in connection with the performance of the contract work: (a) Workers' Compensation and Employers Liability insurance in accordance with the laws of the City's respective State with liability limits of Five Hundred Thousand Dollars($500,000)per accident. Kent/CompuDyne Page 3 of 11 Revision Date:090205 III Common Terms and Conditions -EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. (b) Comprehensive General Liability and Broad Form Comprehensive General Liability or Commercial General Liability including bodily injury, personal injury, and property damage in the amount of a combined single limit of One Million Dollars ($1,000,000)each occurrence,and Two Million Dollars($2,000,000)in aggregate limit. (c) Professional Liability — Professional Liability insurance written on a claims made basis with limits not less than One Million Dollars($1,000,000)per occurrence. (d) Comprehensive Auto Liability including bodily injury, personal injury and property damage in the amount of a combined single limit of One Million Dollars ($1,000,000). Coverage must include all automobiles utilized by CompuDyne in connection with its performance of the services hereunder. (e) Excess Liability — Excess Liability insurance with limits not less than One Million Dollars($1,000,000)per occurrence and aggregate. (f) Deductible — Any payment of deductible or self-insured retention shall be the sole responsibility of CompuDyne. (g) Endorsement — Upon contract execution, the City, its officers, officials, employees, agents, and volunteers shall be named as an additional insured on the insurance policy,as respects work performed by or on behalf of CompuDyne, and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance no later than the date of contract execution. (h) Coverage—CompuDyne's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to limits of the insurer's liability. (i) Primary — CompuDyne's insurance shall be primary insurance as respects the City,and the City shall be given thirty(30)calendar days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. 4.2 CompuDyne shall give prompt written notice to the City of all known losses,damages,or injuries to any person or to property of the City or third persons that may be in any way related to the services being provided hereunder or for which a claim might be made against the City. CompuDyne shall promptly report to the City all such claims that CompuDyne has noticed, whether related to matters insured or uninsured. No settlement or payment for any claim for loss, injury or damage or other matter as to which the City may be charged with an obligation to make any payment or reimbursement shall be made by CompuDyne without the prior written approval of the City. 4.3 A failure to provide insurance coverage and written acceptance of the tendered policy shall be deemed to constitute a material breach of contract by CompuDyne. The City reserves the right to then award the contract to another bidder. In order to protect the public interest and notwithstanding any provisions herein to the contrary, CompuDyne's failure to comply with any provision in this Section shall subject the contract to immediate termination without notice and without recourse by any person. 4.4 Waiver of Washineton State Industrial Insurance Immunity VENDOR SHALL SPECIFICALLY AND EXPRESSLY WAIVE ANY IMMUNITY THAT MAY BE GRANTED IT UNDER THE WASHINGTON STATE INDUSTRIAL INSURANCE ACT, TITLE 51, RCW. Further, this KenVCompuDyne Page 4 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. indemnification obligation under this contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under worker's compensation acts,disability benefits acts,or other employee benefit acts. 5.0 Governing Law and Venue The construction and performance of this agreement shall be governed exclusively by the laws of State of Washington without regard to any conflict of laws provisions. CompuDyne consents to the venue,jurisdiction and rules of the King County Superior Court located in King County, Washington with respect to any right of action arising under this agreement. 6.0 Attorneys Fees Subject to the indemnification provisions set forth in this agreement, if any action or suit is brought with respect to a matter or matters covered by this agreement, each party shall be responsible for all its own costs and expenses incident to those proceedings, including attorneys'fees. 7.0 Dispute Resolution 7.1 The parties to this agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this agreement in accordance with the provisions set forth in this section. a) If either party (the "Disputing Parry") disputes the interpretation of any provision of this agreement, or any conduct by the other patty under this agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. b) If the dispute is not resolved by the employees responsible for the subject matter of the dispute within ten(10)calendar days,the Disputing Party shall deliver to the first level of representatives below a written statement(a"Dispute Notice")describing the dispute in detail,including any time commitment and any fees or other costs involved. c) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period,the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below,the parties may assert their rights under this agreement. Escalation Timetable CompuDyne Representative City Representative Calendar Da s 0 to 5' Project Manager Project Manager 6' to 10' Regional Manager Systems Group Manager l I' to 15' Executive Officer Information Technology Director d) If the Information Technology Director and the Executive Officer cannot resolve the dispute,the only means of resolving the dispute shall only be by filing suit exclusively under the venue, rules Kent/CompuDyne Page 5 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. and jurisdiction of the King County Superior Court,King County, Washington,unless the parties agree in writing to an alternative dispute resolution process. 7.2 Notwithstanding that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 6.1 hereof,the parties agree to continue without delay all their respective responsibilities under this agreement that are not affected by the dispute. 7.3 Notwithstanding the foregoing, either parry may, before or during the exercise of the informal dispute resolution procedures, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 8.0 Source Code Escrow CompuDyne shall retain a copy of CompuDyne Application source code, and shall also deposit a copy of that source code into an escrow account pursuant to a Master FlexSAFE Agreement with DSI Technology Escrow Services. The City shall be a named beneficiary of that account, and will receive deposit verification and semi-annual deposit histories directly from DSI. CompuDyne will deposit copies of all modules associated with CompuDyne Application(s) implemented hereunder, and those deposits shall include the developer's notes. In an event whereby the City is granted access to the source code held in escrow,the City will not be assessed any additional license fees for the use of the Source Code. 8.1 Source Code Release Conditions As used in this Agreement, "Release Condition"shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty(30) days: a. Entry of an order for relief under Title 11 of the United States Code; b. The making by Depositor of a general assignment for the benefit of creditors; c. The appointment of a general receiver or trustee in bankruptcy of Depositor's business or property;or d. Action by Depositor under any state or federal insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. 9.0 Force Majeure If the performance of this agreement or of any obligation hereunder is prevented, restricted, or interfered with by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, or power; war, terrorism or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party to this agreement; or any other act or condition beyond the reasonable control of the parties, the party so affected, upon giving notice to the other party, shall be excused from performance to the extent of the prevention, restriction, or interference; provided that the party so affected shall use reasonable efforts under the circumstances to avoid or remove the causes of non-performance and shall continue performance hereunder with the utmost dispatch whenever those causes are removed. 10.0 Assignment Kent/CompuDyne Page 6 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. This agreement may not be assigned by either party without the written consent of the other, except that this agreement may be assigned to a successor to all of either party's business. 11.0 Modification This agreement may not be altered, amended or modified, except by written instrument signed by the duly authorized representatives of both parties. 12.0 Waiver No waiver of breach of any provision of this agreement shall constitute a waiver of breach of any other provision. Failure of either party to enforce a provision of this agreement shall not be construed as a waiver. 13.0 Validity The invalidity in whole or part of any provision of this agreement shall not void or otherwise affect the validity of any other provision. 14.0 Patent Protection CompuDyne shall protect, indemnify, defend and save harmless the City from any and all claims or lawsuits alleging a violation by CompuDyne Application software of a third party's copyright or patent rights. So long as the City gives CompuDyne prompt notice of any infringement claim brought against the City regarding the software and the City gives CompuDyne information, reasonable assistance, and sole authority to defend or settle any infringement claim, then, in the defense or settlement of an infringement claim, CompuDyne shall, in its reasonable judgment and at its option and expense: (i) obtain for the City the right to continue using the software; (ii) replace or modify the software so that it becomes non- infringing while giving equivalent performance; or (iii) if CompuDyne cannot obtain the remedies in (i) or (ii),the parties may proceed to a court of competent jurisdiction to determine the amount of damages that must be paid to Licensee. CompuDyne shall have no liability to indemnify or defend the City to the extent the alleged infringement is based on: (i) a modification of the software by the City or others authorized by the City but not by CompuDyne; or(ii) use of the software other than in accordance with the documentation and this Agreement. Notwithstanding this section, the City retains the right and ability to defend itself against any claims that the licensed software infringes any patent or copyright. If the City chooses to defend itself or enter into a settlement agreement without CompuDyne's prior knowledge, consent, and specific agreement to pay costs, the City understands that CompuDyne will not indemnify the City for its costs and expenses. 15.0 Equal Employment CompuDyne shall comply with all federal, state, and local laws, rules, regulations, and ordinances prohibiting discrimination in employment with regard to age, sex, race, color, creed, national origin, or the presence of any sensory, mental, or physical disability, unless based upon a bona fide occupational qualification. Further, CompuDyne will comply with the City's Minority and Women Contractors Policy dated January 1, 1998, and provide all written statements required by that policy. 16.0 Conflict of Interest CompuDyne warrants that, to the best of its knowledge and belief, no person except bona fide employees, agents, consultants, or representatives of CompuDyne or any of its subcontractors has been employed or retained to solicit or secure this agreement. Kent/CompuDyne Page 7 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. 17.0 Year 2000 Compliance Statement CompuDyne certifies that all licensed CompuDyne Application software is Year 2000 compliant according to the remainder of this Subsection: The computer software and embedded systems must accurately store, process and report data before, during and beyond the year 2000. The standards by which this compliance is judged include: ♦ Century Compliant: The system must accurately process data and perform calculations based on dates. Common calculations include subtraction, sorting, and comparative operations. ♦ Leap Year Compliant: The system must accurately process data and perform calculations based on all valid leap years. February 29, 2000, is a rare century leap year, and all systems must recognize and correctly process this date. ♦ Interface Compliant: Connected systems must accurately share data with other systems as designed. Common formats and protocols must be implemented between connected systems to ensure all data is processed including dates. ♦ Projections and Analysis: The system must correctly perform all processes across the year 2000 boundary in both directions. This means that all functions and reports must perform correctly looking forward for projections as well as backward for functions such as trend analysis. 18.0 No Rights in Third Parties This agreement is entered into for the sole benefit of CompuDyne and the City and their approved assigns. Nothing in this agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including,without limitation, the general public or any member thereof, or to authorize anyone not a party to this agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this agreement. 19.0 Notices All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) one (1) business day after being deposited with a reputable overnight air courier service; or (c) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre- paid and return receipt requested. All notices and other communications regarding default or termination of this agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. To City: To CompuDyne: City of Kent CompuDyne, Inc. 220 4tb Ave S 39350 Civic Center Drive, Suite 100 Kent,WA 98032 Fremont, CA 94538 Attention: Pam Gettman Attention: Contracts Administrator Kent/CompuDyne Page 8 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. Phone:253-856-4659 Phone: 510-792-2108 Fax:253-8564735 Fax: 510-742-1057 20.0 Construction The paragraph and section headings used in this agreement or in any exhibit are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 21.0 DEFINITIONS 21.1 "City"shall mean Kent, Washington with its principal place of business at 220 4t"Avenue S, Kent,Washington 98032. 21.2 "City Confidential Information" shall include all City data from whatever source derived, information related to accessing the City's computer network, and written information of a confidential nature clearly labeled by the City as being confidential. 21.3 "City Representative" shall mean the individual designated by the City to coordinate schedules and ensure the City's compliance with its obligations as described in the SIA and MSA. 21.4 "Derivative Works" shall mean, with respect to any Licensed Application, any translation, abridgement, revision, modification, or other form in which such Licensed Application may be recast, transformed, modified, adapted or approved after acceptance of the Functional System Specifications for such Licensed Application in accordance with the applicable implementation agreement. Kent developed web queries and Oracle Views are not considered derivative works. 21.5 "Documentation" shall mean any written, electronic, or recorded work that describes the use, functions, features, or purpose of the System, or any component or subsystem thereof, and that is published or provided to the City by CompuDyne, CompuDyne's subcontractors or the original manufacturers or developers of third party products provided to the Licensee by CompuDyne, including, without limitation, all end user manuals, training manuals, guides, program listings, data models,flow charts, logic diagrams,and other materials related to or for use with the System 21.6 "Effective Date"is the date established in the preamble to the MSA,SIA, and the SLA, and shall represent the date specific to that Agreement. 21.7 "Enhancement"shall mean,with respect to any CompuDyne Application while the warranty or Master Service Agreement is in effect, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such CompuDyne Application. 21.8 "Error" shall mean, with respect to any CompuDyne Application, a defect in the CompuDyne Application that prevents it from functioning in conformity with Functional System Specifications. Kent/CompuDyne Page 9 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN THE CITY OF KENT AND COMPUDYNE, INC. 21.9 "Functional System Specification" shall mean, with respect to any of the CompuDyne Applications, the specifications for such CompuDyne Application delivered to the City upon the City's acceptance of such CompuDyne Application in accordance with the applicable Statement of Work set forth in the SIA. 21.10 "Licensed Application" shall mean each of the software applications and interfaces set forth on Exhibit 1 of the Software License Agreement including all Derivative Works, Maintenance Modifications, Change Orders, Enhancements and Documentation modifying these software applications and interfaces 21.11 "Maintenance Modifications"shall mean, with respect to any CompuDyne Application while the warranty or Master Service Agreement is in effect, a computer software change to correct an Error in, and integrated into, such CompuDyne Application, but that does not alter the functionality of such CompuDyne Application. 21.12 "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or reverse- engineering. 21.13 "Project Manager" shall mean the individual designated by CompuDyne to coordinate schedules and ensure CompuDyne's compliance with their obligations as described in the SIA. 21.14 "Software License Agreement" shall mean any software license agreement between CompuDyne and the City delivered in accordance with Section 8 of the SIA pursuant to which CompuDyne grants a limited license to use any of the CompuDyne Applications in accordance with the terms and conditions thereof,as the same may be amended or otherwise modified from time to time. 21.15 "Source Code" shall mean computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 21.16 "Statement of Work" shall mean the principal activities, responsibilities and deliverables of CompuDyne and the City as specified in Section 1 of the SIA. 21.17 "Support Agreement" shall mean any support agreement between CompuDyne and the City delivered in accordance with Section 15.2 of the SIA pursuant to which CompuDyne provides warranty and extended support for any of the CompuDyne Applications in accordance with the terms and conditions thereof,as the same may be amended or otherwise modified from time to time. 21.18 "System"shall mean the City's computer automated system consisting of the CompuDyne Applications combined with deliverables specified in the Pricing Summary to be delivered and installed by CompuDyne under the Agreement, including without limitation servers and other computer and network hardware and equipment, operating systems, any database or other third party software products,any PC or other workstation equipment having access to any of the CompuDyne Applications, any communications interfaces and any wiring, cabling and connections. 21.19 "Third-Party Products" shall mean all software and hardware components specified in the Pricing Summary and delivered by CompuDyne under this Agreement for integration into the System other than the CompuDyne Applications. Kent/CompuDyne Page 10 of 11 Revision Date:090205 Common Terms and Conditions EXHIBIT A- COMMON TERMS AND CONDITIONS BETWEEN . THE CITY OF KENT AND COMPUDYNE, INC. 21.20 "CompuDyne" shall mean CompuDyne, Inc., with its principal place of business at 39350 Civic Center Drive, Fremont, California 94538 21.21 "CompuDyne Application"shall mean each software application developed by CompuDyne and delivered to the City under this Agreement and in accordance with the Functional System Specification relating thereto, including all Maintenance Modifications thereto, all Derivative Works thereof,and all related Documentation. 21.22 "CompuDyne Confidential Information" shall include the CompuDyne Applications and all other software applications developed by CompuDyne, whether or not licensed to the City, as well as any written information of a confidential nature clearly labeled by CompuDyne as being confidential. Kent/CompuDyne Page 11 of 11 Revision Date:090205 Common Terms and Conditions Compuftne Publice � � ? JusticeTM Warranty & Maintenance Support - Guidelines & Options Version 2.2 September 9,2005 Compullyne-Public Safety&Justice,Inc.1CPSJ1 39350 Civic Center Drive Fremont,CA 94538 15101792-2108 Warranty&Maintenance Suppc• Version 2.2 • Guidelines&Options Notices: New publications incorporate all updates issued since the previous publication. Update packages, issued between publications,contain additional and/or replacement pages which should be merged into the most recent publication of the guide. CompuDyne - Public Safety & Justice, Inc. (CPSJ) reserves the right to alter or improve the equipment, software and/or specifications detailed in this document at any time and without any notice. The information detailed in this documentation could contain technical or typographical errors. CompuDyne-Public Safety&Justice,Inc.waives any responsibilities incurred by anyone outside the company for labor or material cost as a result of using this document. CompuDyne - Public Safety & Justice, Inc. shall not be held liable for any damages including, but not limited to, consequential, incidental special damages or loss of profits as a result or in connection with this document or its use. While every effort has been made to prepare an accurate,thorough and error-free document,your comments and suggestions regarding improvements to this user's manual are appreciated. Copyright: All rights reserved. No part of this document may be reproduced in any form,including photocopying or translation to another language,without the prior written consent of CompuDyne-Public Safety& Justice,Inc. Copyright©2005 by CompuDyne-Public Safety&Justice,Inc. Printed in the United States of America. Trademarks: The following are trademarks or service marks of CompuDyne-Public Safety&Justice, Inc.and are registered or pending in the United States of America. CAD - Computer Aided Dispatch@, Computer Aided Dispatch/20000, CAD/2000@, Records Management System/20000, RMS/2000@, Message Switching System/20000, MSS/2000@, Judicial Management System/2000@, JMS/2000@, Corrections Management System/20000, CMS/20000, PIMS/20000, JDLO, GPA@, GMSO, RTMO, APS/20000, CAD Activity Reporting System/CARSO, Computer Assisted Public Safety System/CAPSO All other brand and product names referenced in this guide are trademarks of their respective companies. Publication History: Publication Version Date Warranty&Maintenance Support Guidelines&Options 2.0 May 25,2005 Warranty&Maintenance Support Guidelines&Options 2.1 July 11,2005 Warranty&Maintenance Support Guidelines&Options 2.2 September 9,2005 This document was printed on September 9,2005 CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page a Warranty&Maintenance Suppo Version 2.2 • Guidelines&Options Table of Contents 1. INTRODUCTION................................................................................................................................ 1 2. SYSTEM ACCEPTANCE-WARRANTY/MAINTENANCE.........................................................2 2.1 WARRANTY CERTIFICATION.........................................................................................................................2 2.2 ACCOUNT MANAGEMENT.............................................................................................................................2 3. THE CLIENT SUPPORT CENTER.....................................................................................................3 3.1 SUPPORT GUIDELINES............................................................................................................................3 3.1.1 Methods for Contacting the CSC.....................................................................:....................3 3.1.2 Prioritizing TSRs ..................................................................................................................4 3.1.3 Emergency After Hours Assistance......................................................................................5 3.1.4 Technical Service Request-Reporting Procedures..............................................................5 4. BASIC SUPPORT................................................................................................................................6 4.1 MONTHLY STATUS REPORTS........................................................................................................................6 4.2 LEVEL 1 DBA SUPPORT................................................................................................................................6 4.3 CPSJ WEB SITE(WWW.TIBURONINC.COM)...................................................................................................6 4.3.1 Call Logging—CompuDyne Client Support(CCS) System.................................................6 4.3.2 CCS Self Service...................................................................................................................7 4.3.3 CSC Discussion Foram.........................................................................................................7 4.3.4 Report Template Sharing Pool..............................................................................................7 4.4 CPSJ USER GROUP.......................................................................................................................................7 4.5 PRODUCT STEERING COMMITTEES................................................................................................................7 4.6 VERSION MANAGEMENT PROGRAM..............................................................................................................8 5. OPTIONAL SUPPORT PROGRAMS.................................................................................................9 5.1 24 X 7 SUPPORT FOR ADDITIONAL CPSJ SYSTEMS.......................................................................................9 5.2 NETWORK SUPPORT......................................................................................................................................9 5.3 HARDWARE SUPPORT...................................................................................................................................9 CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 1 Warranty&Maintenance Suppo Version 2.2 Guidelines&Options 1. INTRODUCTION This document provides a detailed description of the service programs available to our warranty and maintenance clients covered under CPSJ's Master Service Agreement(MSA). This document defines all standard and optional support programs, explains the procedures that clients must follow to take full advantage of the programs offered, and clarifies the responsibilities of both the client and CPSJ. As part of CPSJ's ongoing commitment to its clients, we strive to provide the most comprehensive, beneficial support services possible. In response to client recommendations,we have refined our internal methods and augmented our technical support capabilities. We are pleased offer a variety of enhanced services to our clients under the CPSJ warranty and maintenance programs. CPSJ's warranty and maintenance programs maximize the integrity of the client's system and minimize the potential for serious problems. The warranty and maintenance programs offer various levels of operational and technical support as well as provisions for CPSJ software upgrades. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 1 Warranty&Maintenance Suppo Version 2.2 AD Guidelines&Options 2. SYSTEM ACCEPTANCE - WARRANTY / MAINTENANCE When a system is accepted by a client, it transitions from the Project phase to the warranty or maintenance programs. Leading up to this major milestone, warranty certification takes place and an Account Manager is assigned to the client. The following sections describe these activities. 2.1 WARRANTY CERTIFICATION CPSJ conducts an extensive internal warranty certification process before a project enters the warranty program. Warranty certification ensures that Client Support personnel are equipped with accurate, site- specific documentation, including contact information, dial-in and restart instructions, system specifications, and hardware/operating system and network schematics. Working together, CPSJ's assigned Project Manager and Account Manager verify the accuracy of this data as entered in the CPSJ client support database, based on FrontRange Solutions' HEAT® software. The HEAT database stores all pertinent client system information, and enables CPSJ staff to provide the most consistent and timely support services possible. The HEAT database is also available to on-call after-hours support staff, providing easy, secure access to the critical information necessary for after-hours support. 2.2 ACCOUNT MANAGEMENT To ensure the highest level of client satisfaction during the warranty and maintenance programs, CPSJ assigns a regional Account Manager to each client to act as the primary liaison between the client and CPSJ. The CPSJ Account Manager is the client advocate and will act as a facilitator for client interaction with CPSJ. The Account Manager ensures that clients are aware of critical information distributed by the Client Support Center and informs clients of new technology available from CPSJ. The availability of a regional Account Manager allows us CPSJ to provide individual attention to each site, as they become involved in the day-to-day issues facing the client. The Account Manager facilitates client involvement in regional programs such as user groups,focus groups and training programs. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 2 Warranty&Maintenance Supp* Version 2.2 Guidelines&Options 3. THE CLIENT SUPPORT CENTER CPSJ's Client Support Center(CSC) is dedicated to the handling of client support calls 24 hours a day, 7 days a week, including weekends and holidays. The CSC is responsible for all Technical Service Requests (TSRs) for warranty and maintenance clients. Once a system goes into production operation, the CSC provides a central point of contact for all client needs. The CSC provides a consistent and focused approach to problem resolution while providing accurate record keeping and timely feedback to client inquiries. 3.1 SUPPORT GUIDELINES CPSJ has established support guidelines that must be followed to ensure timely response and resolution to issues reported to the CSC. The guidelines include methods for contacting the CSC, prioritization of TSRs, and emergency after-hours assistance. Standard Technical Service Request (TSR) reporting procedures have been established to include problem reporting and information requests, client specific enhancement requests,and product enhancement submissions. 3.1.1 METHODS FOR CONTACTING THE CSC CPSJ provides several method of contact for the CSC. Method Procedure Telephone Please use the following telephone numbers to contact the CSC: (877)445-2110(CSC toll free line) (510)579-4609(CSC backup cell phone) (510) 579-1714(Call if no answer to the above listed numbers) All Priority I calls must be reported by phone to the CSC to ensure timely response to critical issues. Web Site Clients may submit a Problem Report,Enhancement Request, Steering Committee issue or request for information via the intemet by connecting to www.tiburoninc.com and clicking on the HEAT Self Service link. Clients may also access historical TSR information for their site via this link. The CSC staff will provide clients with the login and password required to access the client support system during regular business hours. Regular business hours are defined as 8:00 am to 5:30 pm in the client's time zone,Monday thru Friday excluding CPSJ holidays. TSRs submitted via the HEAT Self Service link send updates to the HEAT database in real-time mode. As such,the current status of any call may be viewed at any time. TSRs entered via HEAT Self Service are reviewed and assigned within 24 hours of receipt, during regular business hours. If an email address is included with the issue submission,a confirming email is sent to the submitting person,to include the HEAT Call ID used for tracking purposes. Email Clients may submit TSRs to the CSC via email to support@compudyne.com. TSRs sent to the CSC via email are entered into the HEAT system and receipt is confirmed by a follow-up e-mail message to the submitting person,which includes the HEAT Call ID used for tracking purposes. Email is processed during regular business hours. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 3 Warranty&Maintenance Suppca Version 2.2 Guidelines&Options Method Procedure Fax Address faxes to CPSJ Client Support Center, and fax to: (510)742-9590 (CSC fax) (510)494-5360(CSC back-up fax) Faxes are processed during regular business hours. U.S. Mail Mail TSRs to: Client Support Center CompuDyne—Public Safety&Justice,Inc. 39350 Civic Center Drive Fremont, CA 94538 TSRs received via U S Mail are processed during regular business hours. 3.1.2 PRIOMIZING TSRs To ensure TSRs receive the appropriate response and attention required clients should assign each TSR a priority code that is consistent with the definitions outlined below. All problems are addressed according to their priority level. NOTE: CPSJ staff may recommend a priority level other than that requested by the client, if the requested priority level does not meet the criteria defined below. Priority Level Category Definition Priority 1 Urgent The Entire System or a Major Component is DOWN. Client cannot use system to continue operations. Impacts multiple users,halts or severely impacts critical operations,or database integrity is compromised. NOTE: FOR PRIORITY 1 ISSUES,CLIENTS MUST CONTACT THE CSC IMMEDIATELY BY TELEPHONE. DO NOT DELAY RESOLUTION BY SUBMITTING A PRIORITY 1 TSR BY WEB, EMAIL, FAX,OR U. S. MAIL. Priority 2 High A major component or function does not work properly. Impacts an individual or small group. Normal operations impaired,but can continue. Priority 3 Standard Impacts an individual or small group. Service may be delayed until a mutually established future time. Priority 4 Information Issue is informational or educational in nature. Enhancement requests and Steering Committee issues should be reported as Priority 4 TSRs. Priority 1 TSRs reported during regular business hours are logged and assigned to a CPSJ technician for investigation and resolution as soon as the information is gathered from the reporting person. For clients and systems with 24 x 7 coverage,Priority 1 TSRs may be reported 24 hours a day, 7 days a week. Clients and systems without 24 x 7 coverage may report issues via the CPSJ web site, email or fax at any time—those requests will be processed during regular business hours. Clients and systems without 24 x 7 coverage may contact the CSC by telephone during regular business hours to report any TSR. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 4 Warranty&Maintenance Supp* Version 2.2 • Guidelines&Options TSRs for Priority 2, 3 and 4 calls are assigned to the applicable technical team for review, assessment, scheduling, and resolution. Regular TSR reviews between the client and the Project Manager or Account Manager will allow CPSJ technicians to focus on problem resolution and improve the TSR resolution time. 3.1.3 EMERGENCY AFTER HOURS ASSISTANCE Emergency assistance after regular business hours is subject to the following special condition. 24 x 7 support is standard for all CAD, Corrections (CMS and IMS), and Message Switch systems and remote support for Priority 1 calls for any covered system will be provided at any time. If a client selects the 24 x 7 service option for any additional system, remote support for Priority 1 calls for any covered system will be provided at any time. If a client requests after hours support for a system without 24 x 7 coverage, a call out fee will be assessed. 3.1.4 TECHNICAL SERVICE REQUEST - REPORTING PROCEDURES All problems and enhancement requests for all systems used in a production environment must be reported to the CSC utilizing submission procedures described in this document. Whenever possible, supporting documentation or screen shots of examples should be provided when reporting problems. Following the proper reporting procedures will expedite the problem resolution process. 3.1.4.1 PROBLEM REPORTS AND INFORMATION REQUESTS Once a client system is placed into productive use, clients should report all known problems and functional questions to the CSC so that they may be logged, assigned, and addressed as soon as possible. All TSRs are addressed according to their assigned priority. Once a TSR has been resolved, the client is contacted by telephone, if possible, or by email and advised that the call has been resolved. The client may either confirm resolution of the call at that time or request additional time to test the resolution of the call. If the client cannot be contacted, or if the client requests time to test the resolution of the problem, the call is placed in Test Request mode. Calls placed in Test Request mode without any further information or activity for 30 days will be automatically closed. 3.1.4.2 ENHANCEMENT REQUESTS When clients encounter a situation where a change or additional feature would enhance the functionality of their system, an enhancement request may be submitted to the CSC. The CSC logs all enhancement requests in the HEAT client support system to allow the CSC and the Project Manager or Account Manager to monitor their progress from the initial request to the issuance of a price quote. Once the request is entered in the HEAT client support system, it is assigned to the client's Project Manager or Account Manager, who works with the client and CPSJ's Product Management) staff to define the requirements and develop a price quote for the work involved. CPSJ's goal is provide enhancement quotes to clients within 14 days for minor enhancement requests and within 30 days for more complex requests. 3.1.4.3 STEERING COMMITTEE ISSUES When clients encounter a situation where a change or additional feature would enhance the functionality of the system, and they would like to submit this issue for discussion and potential inclusion in CPSJ's baseline product, a Steering Committee request should be submitted to the CSC. Steering Committee requests that have been submitted are posted on CPSJ's web site in the password protected area for client viewing. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 5 Warranty&Maintenance Suppd, Version 2.2 . Guidelines&Options 4. BASIC SUPPORT 4.1 MONTHLY STATUS REPORTS Each month, CPSJ sends warranty and maintenance clients Monthly Status Reports. Status reporting allows both the client and CPSJ to monitor all site activity and facilitates the scheduling of future activity. The report covers the previous month's Technical Service Request (TSR) and enhancement activities. It is important that clients review reports for accuracy to ensure thorough problem resolution. Clients should inform the Client Support Center immediately if any discrepancies are discovered, in order to equip CPSJ with the accurate information required for timely problem resolution. Client Support announcements are often included in the Monthly Status Report mailings. Client Support announcements are used to inform CPSJ clients of upcoming CPSJ holidays, Critical Product Notifications,Requests for Information,Upcoming Events, and other CPSJ news. 4.2 LEVEL I DBA SUPPORT Level 1 DBA Support is a standard feature of CompuDyne's Master Support Agreement(MSA). Level 1 DBA Support services mainly involve the creation of production and training databases to be used by CompuDyne Applications for clients that do not have their own database administration(DBA) capabilities. Database services offered as part of the Level 1 DBA Support are limited. For instance,they do not include preventive monitoring of the client's databases. It also (requires that Periodic Database Backups, Backup functionality monitoring, Periodic Database maintenance, and database recoveries in the event of disaster fall under the client's DBA responsibilities. During the project phase before"go live", CompuDyne is available to assist with configuration of the database backups.Thereafter, CompuDyne will be available primarily for consultation to diagnosis/resolve database problems that are directly related to the CompuDyne Applications. For clients that do not have access to the services of qualified DBA personnel,CompuDyne also offers its optional added-cost DBA service plans: Level 2 Client DBA Support, Level 3 Client DBA Support and Client DBA support on a time-and material basis 4.3 CPSJ WEB SITE (WWW.TIBURONINC.COM) The CPSJ web site is a valuable client resource. It provides convenient, around-the-clock access to information and special announcements about CPSJ's products and services. Many of the areas of this website are password protected. Clients may contact the CSC during regular business to obtain the login and password for your client site. 4.3.1 CALL LOGGING - COMPUDYNE CLIENT SUPPORT (CCS) SYSTEM The CPSJ Client Support Center uses HEAT®Call Logging software provided by FrontRange Solutions, Inc. It is an online database that allows us to maintain a central repository of all product, project, maintenance, and enhancement activity. This software has been customized to meet the unique needs of CPSJ and its clients. The system allows not only the tracking of Technical Service Requests (TSRs), but also provides a central repository to document each client's hardware, network configurations, product versions, support needs, and specific requirements. Working with the clients, the Project Managers and Account Managers periodically review and update the data stored in the client support system. They also CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 6 Warranty&Maintenance Supp* Version 2.2 Guidelines&Options periodically validate key and primary contact names, titles, positions, addresses, telephone numbers and email addresses. 4.3.2 CCS SELF SERVICE This area of the website is password protected. All active CPSJ clients may access the CCS Self Service system via the internet 24 x 7. Clients may view all Open calls, as well as all calls closed within the previous 30 days. The calls may be viewed in list format, and you may drill down to an individual call to view all information on the call. A link is provided to send additional information to the Client Support Center, such as a screen shot of the problem encountered. A link is provided to send a notice to the Client Support Center advising that a call may be closed. A link is provided to generate a Crystal Report of all open calls and all calls that have been closed within the past seven days. This information may then be exported to a client's computer and manipulated using Microsoft Excel. 4.3.3 CSC DISCUSSION FORUM This area of the website is password protected. Any client may post a bulletin board issue on any topic that may be viewed by all other CPSJ clients. Replies to issues may be posted. CPSJ encourages all clients to participate in this valuable exchange of information. 4.3.4 REPORT TEMPLATE SHARING POOL A Report Template Sharing Pool was launched in the fall of 2002. This area of the website is password protected. CPSJ users are encouraged to submit report templates for posting on this link so that other CPSJ users may share other client knowledge and expertise with their agency. All report template submissions should be sent via email to support atcompudyne.com and must include the name of the report, the name, telephone number and email address of the report author, and a brief description of the report. 4.4 CPSJ USER GROUP The CPSJ User Group provides an important vehicle for communicating with other users and CPSJ staff. Each year, CPSJ hosts the conference, offering training sessions, presentations and product demonstrations. The annual conference enhances communication among users, introduces new products and product upgrades, and provides working sessions focused on specific areas of user interest. Each agency may send as many representatives to the annual conference as desired. 4.5 PRODUCT STEERING COMMITTEES Product Steering Committees allow CPSJ clients to participate in product development and direction for all major Tiburon Application products. Each Product Steering Committee is composed of a chairperson elected by the CPSJ User Group, and up to five additional members selected by the chairperson. The Product Steering Committee members solicit input from CPSJ clients licensed for each product line, and compile suggested product changes to discuss at the annual Product Steering Committee meetings which are held in the spring each year. A CPSJ product advocate and CPSJ product technical lead attend the annual Product Steering Committee meetings. Each session begins with a full demonstration of the current product version, followed by a discussion of potential changes and enhancements. As a result of these discussions, the Product Steering Committees determine which changes will be applied to the next product version. Product Steering Committee information may be accessed via the password protected area of CPSJ's website. Posted information includes annual Product Steering Committee Enhancement lists, as well as Product Steering Committee issues submitted by clients for discussion at the next annual Product Steering Committee meeting. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 7 Warranty&Maintenance Suppo Version 2.2 • Guidelines&Options 4.6 VERSION MANAGEMENT PROGRAM The Version Management Program (VMP) provides CompuDyne clients with ongoing product enhancements and new features as an integral component of the CompuDyne's Master Support Agreement(MSA). Under the VMP,baseline clients are offered release updates to key CompuDyne products. These updates include additional functionality, support for new releases of operating systems, relational databases and other third party products, and, in many cases, the introduction of new technology. Client input through Steering Committees and Focus Groups drives the majority of these product updates. While there are optional for-fee services,the majority of the costs for the VMP are included in the annual maintenance fee. There are situations where the release requires additional license fees,non-CompuDyne product upgrades, additional equipment,or costs for migration for custom interfaces. These fees are extra cost items. As part of each new release,the Company will advise clients on these matters. The Version Management Program applies to selected versions of CompuDyne baseline products. For full details of the Version Management Program, please refer to the current Version Management Program Guide. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 8 Warranty&Maintenance Supp� Version 2.2 . Guidelines&Options 5. OPTIONAL SUPPORT PROGRAMS CPSJ's Account Manager will work with the client to tailor support programs to the client's specific needs and develop pricing associated with these needs. 5.1 24 X 7 SUPPORT FOR ADDITIONAL CPSJ SYSTEMS Clients may upgrade to 24 x 7 support for any CPSJ system at an additional cost per system. 24 x 7 support is standard for all Tiburon CAD,CMS,and Message Switch systems 5.2 NETWORK SUPPORT CPSJ offers optional network support as described below. Support Level Definition On-Site Network and System CPSJ is available to provide diagnostic analysis and support for Administrator problems that arise in day-to-day operations. For example,this analysis might cover the failure of one of the network hardware components or one of the network devices, such as PCs or printers. CPSJ takes the lead in working with the hardware vendor to repair the network equipment. The on-site network administrator responsibilities may include monitoring traffic flow for adequate bandwidth and response time. CPSJ takes responsibility for applying any set-up changes and proposes any required bandwidth upgrades to accommodate future growth. 5.3 HARDWARE SUPPORT CPSJ can provide optional hardware support from initial hardware purchase, which may include maintenance directly from the hardware vendor. When hardware problems arise, the client may either contact the hardware vendor directly,or opt for CPSJ to act as the single point of contact. CompuDyne—Public Safety&Justice,Inc. September 9,2005 Page 9 DocuSign Envelope ID:3A228E61-5F07-4061-9256-5EOB57A7FEDC AMENDMENT#1 TO THE MASTER SUPPORT AGREEMENT City of Kent, WA ("the City") and CentralSquare Technologies, LLC ("CentralSquare") WHEREAS, The City and CompuDyne—Public Safety &Justice, Inc. ("CompuDyne") entered into a Master Support Agreement with an execution date of September 9, 2005 (the "Agreement"); and WHEREAS, In or about 2016 TriTech Software Systems acquired all assets of CompuDyne; and WHEREAS, On or about September 2018 through asset purchase, CentralSquare Technologies, LLC, is the owner of all TriTech Software Systems' products, services, and contractual obligations, including those of TriTech's subsidiaries; and This Amendment (the "Amendment") amends the Agreement expressly as provided for in this Amendment. The effective date of this Amendment is the last date signed as shown on the signature page of this Amendment. The City and CentralSquare, intending to be legally bound, agree as follows: 1. Amendment to and Modification of the Agreement. The Agreement is amended and modified as follows: A.) All references to "CompuDyne" shall be replaced with "CentralSquare Technologies, LLC". 2. Integration Provision. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect. As of the Execution Date,the Agreement,as further amended by this Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. Page 1 of 2 DocuSign Envelope ID:3A228E61-5FO7-4061-9256-5EOB57A7FEDC CentralSquare Technologies, LLC City of Kent,WA BY: LDocuSignedby: Pw aw t.V'i w BY: PRINT NAME: Ron A. Anderson PRINT NAME: Mike Carrington PRINT TITLE: chief sales officer PRINT TITLE: IT Director DATE SIGNED: 8/11/2023 DATE SIGNED: 08/18/2023 Page 2 of 2