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Home My WebLink AboutAgenda Report - October 18, 2017 C-04TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM 04 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Professional Services Agreement Regarding Software Support and Maintenance for the Police Department's Dispatch, Records, Jail, Report Writing, and Property Room Software System with Superion, LLC, (formerly SunGard Public Sector),of Lake Mary, Florida ($156,292.53) MEETING DATE: October 18, 2017 PREPARED BY: Chief of Police RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute a Professional Services Agreement regarding software support and maintenance for the Police Department's dispatch, records, jail, report writing, and property room software system with Superion, LLC, (formerly SunGard Public Sector),of Lake Mary, Florida ($156,292.53) BACKGROUND INFORMATION: Since 2009 the Lodi Police Department has utilized Superion, LLC as the provider of our department computer aided dispatch system. The Superion system provides records management, computer-aided dispatching, in -field reporting, mobile computing, and statistical data that enhance the department's ability to function efficiently. An annual maintenance agreement is required; and provides software and hardware support to address software issues and system malfunctions. The Police Department has looked into other companies with similar offerings. Although the department is interested in changing service providers in the future, the up front and on-going costs are prohibitive at this time. In addition, the department would need at least a year to prepare and execute a transition plan to another provider. The City extended the agreement from October 2016 through September 2017 at a cost of $151,921.38. The service contract for October 2017 through September 2018 was increased by approximately 3 percent to $156,292.53. The maintenance agreement provides ongoing technical support that will minimize any disruption in the department's ability to provide service. FISCAL IMPACT: $156,292.53 is included in the FY 2017/18 budget. FUNDING AVAILABLE: $156,292.53 (10031004.72450) Andrew Keys Deputy City �YU er/Internal Services Director Tod Patterson Chief of Police APPROVED: (/L4 , }4.-- ;.r. Stephen Schwabalier, City Manager AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2017, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY" or "Customer"), and Superion, a Florida Corporation (hereinafter "CONTRACTOR" or "Superion"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Exhibit A - Scope of Services attached hereto and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for support and maintenance services (hereinafter "Support") as set forth in the Scope of Services and the related terms and conditions attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement on the date set forth in Section 2.6 and shall perform all services in a commercially reasonable manner and complete work under this Agreement as designated in Section 2.6. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with Customer and make commercially reasonable efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR and CITY shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Representations, Indemnification The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, 1 keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals. CONTRACTOR will defend, indemnify and hold CITY harmless from and against any loss, cost and expense that CITY incurs because of a claim that use of a Licensed Program, as hereinafter defined, infringes any United States copyright of others. CONTRACTOR's obligations under this indemnification are expressly conditioned on the following: (i) CITY must promptly notify CONTRACTOR of any such claim; (fi) CITY must in writing grant CONTRACTOR sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if CITY chooses to represent its own interests in any such action, CITY may do so at its own expense, but such representation must not prejudice CONTRACTOR's right to control the defense of the claim and negotiate its settlement or compromise); (iii) CITY must cooperate with CONTRACTOR to facilitate the settlement or defense of the claim; (iv) the claim must not arise from modifications or (with the express exception of the other Licensed Programs and third party hardware and software specified by CONTRACTOR in writing as necessary for use with the Licensed Program(s) giving rise to the infringement claim) from the use or combination of products provided by CONTRACTOR with items provided by CITY or others. If any Licensed Program is, or in CONTRACTOR's opinion is likely to become, the subject of a United States copyright infringement claim, then CONTRACTOR, at its sole option and expense, will either: (A) obtain for CITY the right to continue using the Licensed Program under the terms of this Agreement; (B) replace the Licensed Program with products that are substantially equivalent in function, or modify the Licensed Program so that it becomes non -infringing and substantially equivalent in function; or (C) refund to CITY the portion of the license fee paid to CONTRACTOR for the Licensed Program(s) giving rise to the infringement claim, less a charge for use by CITY based on straight line depreciation assuming a useful life of five (5) years. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on October 1, 2017 and concludes on September 30, 2018. The Term is renewable as provided in Exhibit A. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of Exhibit A as well as the Fee Proposal which is attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment As provided in Exhibit A. Section 3.3 Costs As provided in Exhibit A. 2 Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with reasonably necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub -CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage To the fullest extent permitted by law, and to the extent provided for under this Agreement, for claims related to bodily injury, death and damage to real property and tangible personal property, as well as fines, assessments and penalties imposed by any authority, Contractor shall indemnify and hold harmless the CITY from and against all direct damages and costs of any kind, including but not limited to reasonable attorney fees, arising out of or resulting from any negligent acts, or negligent omissions of Contractor, regardless of whether such claims are caused in part by any party indemnified hereunder, but not to the extent that the CITY is legally liable for such damages and costs. In no event, however, will Contractor be liable for any consequential damages, including lost profits, savings or reprocurement costs, even if Contractor has been advised of their possibility. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 3 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Notwithstanding, CONTRACTOR reserves the right to assignment of this Agreement to CONTRACTOR's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Jennelle Bechthold-Baker To CONTRACTOR: Superion Inc. 1000 Business Center Drive Lake Mary, FL 32746 Attn: Vice -President Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination See Exhibit A, Section 9. 4 Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business 5 hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Notwithstanding any contrary terms contained in this Section 4.19, all Vendor Programs are and shall remain the sole property of Superion as provided under Exhibit A, Section 7. Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: CITY OF LODI, a municipal corporation JENNIFER FERRIAOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: SUPERION INC., a Florida Corporation JANICE D. MAGDICH, City Attorney By: Na: Name: Title: Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Funding Source:10031004.72450 (Business Unit & Account No.) Doc ID: CA:rev.09.2011 6 Exhibit A Scope of Services SUPERION INC. LICENSED PROGRAM(S) SUPPORT AGREEMENT WITNESSETH: WHEREAS, Superion and Customer entered into that certain Superion Software License Agreement dated September 2, 2008 (the "License Agreement") under which Customer obtained a perpetual, non-exclusive, nontransferable license to use certain computer software in object code form and related user documentation on certain terms and conditions; WHEREAS, Customer desires to receive the Support, as defined herein, from Superion and Superion desires to render the Support to Customer with respect to the Licensed Program (as hereinafter defined) on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises hereof, and the mutual obligations herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1 DEFINITIONS For the purposes of this Agreement, the following definitions shall apply to the respective capitalized terms: 1.1 "Licensed Program." "Licensed Program" means the software identified in a schedule, supplement or amendment to the License Agreement between the parties (Schedules), including any extracts from such software, derivative works of such software, or collective works constituting such software (such as subsequent Releases) to the extent offered to Customer under this Agreement or License Agreement. This excludes computer software not developed by Superion which might be used in conjunction with the Superion Public Safety Licensed Program, such as word processors, spreadsheets, terminal emulators, etc. 1.2 "Modification." "Modification" means a change to the Licensed Program requested by Customer to meet its specific needs and use, adding value, functionality and/or desirability for Customer. 1.3 "Agreement Term." An initial period shall commence upon the Maintenance Plan Start Date reflected on Exhibit B and extend for a period of one year. Thereafter, the Agreement Term shall automatically renew for successive periods of one year each unless and until terminated pursuant to Section 9 hereof or otherwise superseded by the execution of a new Licensed Program Support Agreement. In no event, however, shall the Agreement Term extend beyond the prescribed term of the License Agreement. 1.4 "Error." Any failure of the Licensed Program to conform in all material respects to the functional specifications for the Licensed Program published from time to time by Superion. However, any nonconformity resulting from Customer's misuse or improper use of the Licensed Program or combining or merging the Licensed Program with any hardware or software not supplied by Superion, or not authorized to be so combined or merged by Superion, shall not be considered an Error. Nor shall Licensed Program or data file damage resulting from unauthorized software alterations (including problems, errors, or malfunctions caused or created by the operator), customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), operating system errors, or hardware malfunction be considered an Error. 7 1.5 "Error Correction." Either a software modification or addition that, when made or added to the Licensed Program, establishes material conformity of the Licensed Program to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Customer of such nonconformity. Not covered under Error Correction is the responsibility for data file damage due to software or hardware malfunction. 1.6 "Enhancement." Any modification or addition that, when made or added to the Licensed Program, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Enhancements may be designated by Superion as minor or major, depending on Superion's assessment of their value and of the function added to the preexisting Licensed Program. 1.7 "Coverage Hours." Monday through Friday 7:00 A.M. to 6:00 P.M. Eastern Standard Time excluding holidays for any questions regarding the Licensed Program(s) included in this Agreement. For a Major Application Problem on Superion's Base Computer Aided Dispatch System (Base CAD) only, Superion coverage hours will be 24 -hours per day, 7 -days per week. 1.8 "Response Time." Within Eight (8) hours of the Coverage Hours from the time that Superion verifies that an Error is present, Superion will initiate work toward development of an Error Correction for a Major Application Problem. Minor Application Problems will be fixed with the next scheduled Licensed Program Release. 1.9 "Licensed Program Releases." New versions of the Licensed Program, which new versions may include both Error Corrections and Enhancements. 1.10 "System Administrator." An agent of Customer with sufficient training and/or experience with the Licensed Program to communicate effectively with the Superion Support personnel. 1.11 "Major Application Problem." The Licensed Program is not functioning to the point that the Licensed Program is the cause of the Customer not being able to enter CAD calls, dispatch units, or update unit status in the Base CAD system. Therefore, the Base CAD system is down or non -operational because of the Licensed Program as determined by Superion. 1.12 "Minor Application Problem." The Licensed Program functions with inconveniences or programmatic error; however, the Licensed Program has not stopped Customers' daily operations. 1.13 "Non -Application Problem" is a problem, which is determined by Superion to have been caused by a source other than the Licensed Program, such as hardware failure, network malfunction, etc. Section 2 ELIGIBILITY FOR SUPPORT To be eligible for support for a Licensed Program, Customer must meet the following requirements. Acceptance of this Agreement by Superion is conditioned upon confirmation by Superion that the Licensed Program is eligible for support. Customer agrees that the obligation of Superion to continue to provide Services with respect to a Licensed Program shall terminate if, at any time during the term of this Agreement, these requirements are not met. To be eligible for Support for a Licensed Program, Customer must meet all of the following requirements: a. Customer has a valid Software License Agreement for the Licensed Program. b. Customer has a System Administrator. c. The hardware configuration on which the Licensed Program is to be used is supported by Superion. d. Customer is, and remains, in compliance with the schedule of payments. 8 Superion may require Customer to appoint a new System Administrator if Superion determines that the System Administrator does not have the training or experience necessary to communicate effectively with the Superion support personnel. Section 3 SCOPE OF SERVICES 3.1 During the Agreement Term, Superion shall render the following services in support of the Licensed Program, during Coverage Hours, subject to the compensation fixed for each type of service in Superion 's current rate schedule: a. Superion shall maintain a program control center capable of receiving by telephone any operator reports of system irregularities. b. Superion shall maintain a telephone hot line that allows Customer to report system problems and seek assistance in use of the Licensed Program. c. Superion shall maintain a trained staff capable of rendering the services set forth in this Agreement. d. Superion shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Superion in accordance with Superion's standard reporting procedures. Superion shall, after verifying that such an Error is present, initiate work, within Response Time, in a diligent manner toward development of an Error Correction. Following completion of the Error Correction, Superion shall provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction, and Superion shall include the Error Correction in all subsequent Releases of the Licensed Program. Superion shall not be responsible for correcting Errors in any version of the Licensed Program other than the most recent Release of the Licensed Program, provided that Superion shall continue to support prior Releases superseded by recent Releases for a reasonable period sufficient to allow Customer to implement the newest Release, not to exceed 180 days. e. Superion may, from time to time, issue new Releases of the Licensed Program to its customers generally, containing Error Corrections, minor Enhancements, and, in certain instances if Superion so elects, major Enhancements. Superion shall provide Customer with one copy of each new Release, without additional charge. Superion shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges set forth in Superion's current rate schedule. f. Subject to space availability and training fees, Customer may enroll its employees in Superion's training classes. B. Superion shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to the Licensed Program (including, without limitation, data conversion and report -formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to by Superion and Customer. h. Superion's software support is intended exclusively for Superion's Licensed Program(s); however, Superion can optionally provide first line support for selected operating systems where Superion has an agreement with the supplier. When the Customer contracts for this service, Superion will make a good faith effort to find solutions to operating system problems. However, Customer must be aware of the following facts: 1. In some cases, Customer is in a much better position to deal with operating system issues because they are on-site and because of technical expertise they may have. In 9 these cases, Superion recommends that they work directly with the appropriate operating system vendor on these matters. Superion will still be available to provide assistance whenever needed. 2. Superion is required to work with the company that supplied the operating system. If that company fails to provide quality support, Superion will not be able to provide quality support to our customers. 3. Some operating system problems can only be solved on-site. If and when this situation occurs, Superion personnel will travel to Customer's site with Customer's approval. Customer will be billed according to the Superion's professional services fee schedule plus the Customer will be billed for travel expenses and comprehensive per diem. 4. In the event that a bug is identified in the operating system, Superion will immediately report the problem directly to the provider. However, Superion and the Customer will be required to accept their schedule for fixing the problem. 5. If enhancement requests are made to Superion for changes to the operating system, Superion will pass them along to the provider. Superion can make no commitments as to when, or if, the enhancements will be included in future releases. 6. Superion will provide assistance with operating system upgrades via phone but Customer is responsible for obtaining the upgrade from the vendor and paying any required fee. 7. Most operating system upgrades require on-site assistance. The fee for on-site assistance is not included with Superion software support. 8. Superion must approve all operating system upgrades in advance to verify that the upgrade is necessary and compatible with the Superion Licensed Program(s). 3.2 The following items are specifically not covered by this Agreement: a. Any hardware failure including, but not limited to, failure caused by wiring, multiplexers, modems, phone lines, power, or connectors. Also, any hardware limitations due to insufficient memory, disk storage or processing power. b. Any problems caused by hardware failure. c. Any work required to restore or recover the operating system and/or data files. d. Any problem caused by an operator. e. Configuring, maintaining, and upgrading the operating system including, but not limited to, backups and restores, fixes, and patches. f. Any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by Superion. g. Problems with, or caused by any software not supported by Superion, including, but not limited to, SNA, word processors, terminal emulators, etc. h. System software installations made by the Customer without authorization of Superion such as installing a new Windows SQL version. 10 Section 4 OBLIGATION OF CUSTOMER 4.1 Customer shall provide, without charge to Superion, access to its facilities in connection with the performance of Superion of its obligations hereunder. It is agreed that prior notification will be given when access is required. 4.2 Customer must provide Superion with information sufficient for Superion to duplicate the circumstances under which a Problem in a Licensed Program became apparent. 4.3 Customer must maintain a current license of pcAnywhere, the Superion OSSI services workstation, and a 128K internet connection (Cable, DSL or similar) for support of the Licensed Programs. These items will connect to the active OSSI application data set(s) using a Licensed Program maintained by Superion hereunder. If desired, the Customer may install a dedicated 56K modem and phone line as a backup support option via dial-up. The customer shall provide access to a voice grade local telephone line for communication with the Superion support staff. Superion strongly recommends PC Anywhere and modem connection as a backup solution in the event Customer loses the broadband connection. In the event Customer elects not to maintain such, Customer acknowledges that Superion will not be able to provide support and will be relieved from all obligations hereunder for providing support. 4.4 A representative of Customer must be present when any on-site support is provided. Customer agrees that if such representative is not present when the Superion representative arrives on site, no work will be performed and Customer will be charged for such Superion representative. 4.5 All communications by Customer to Superion must be in the English language. 4.6 Customer is responsible for providing one or more qualified System Administrators as described in Section 5. At least one of these System Administrators must be available at all times. 4.7 Customer is responsible to support and maintain all system software. Customer shall NOT upgrade the operating system or third party software identified as integral to the operation of Superion's Licensed Programs without approval from Superion. Section 5 SYSTEM ADMINISTRATOR REQUIREMENTS 5.1 Each System Administrator must be certified by Superion by completing the following: a. Operating System training by either Superion or by a certified Microsoft training organization. This course work must include Administrating Windows 2000 Workstation, Administrating Windows 2000 Server, Windows SQL Administration (or the most current version supported by Superion at the time of installation) and other courses determined at the installation planning session based on the experience of the individuals. b. Superion's application administration and code file course for each Licensed Program. c. Superion's application training courses for each Licensed Program. 5.2 Each System Administrator must meet with a Superion Project Manager to review and sign on each of Superion's "Licensed Program(s) and/or Services Delivered" list. 5.3 Each System Administrator must be identified by Customer to Superion. 5.4 Each System Administrator must be qualified to address, without the aid of Superion, all problems relating to any hardware, software or operating system not directly associated with the Licensed Program(s). 11 5.5 Calls received by anyone who has not identified as a System Administrator are not covered by this Agreement and are therefore subject to hourly fees, and are not subject to minimum Response Time. 5.6 Each System Administrator must attend all of Superion's Licensed Program training. Section 6 FEES AND CHARGES 6.1 Customer shall pay Superion Support fees and charges as outlined in Exhibit B. Additional Licensed Programs may be added to this Agreement by the Schedules. Superion reserves the right to change its Support fees, provided that no such change will be effective until at least 30 days after Superion has given Customer written notice of such change by means of an invoice. In addition to the foregoing changes in Support Fees, fee changes will also result from changes in (1) Software prices, (2) Increases in the number of modules of a Licensed Program, (3) Increases in the number of users on the system, (4) Changes in the computer hardware or (5) Selection by Customer of different Coverage Hours. 6.2 Superion shall invoice Customer at the beginning of each contract year for all Support fees. All reimbursable expenses incurred shall be invoiced at the beginning of the next calendar month. Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty (30) days after the invoice date shall bear interest at the highest rate allowed by applicable law. 6.3 Customer shall be responsible for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, and other hardware necessary to operate the Licensed Program and to obtain from Superion the Services called for by this Agreement. 6.4 Customer agrees to pay additional charges according to the Superion fee schedule for all work performed outside of Coverage Hours. These charges are applicable for any work performed after hours regardless of cause even if it was reported and/or initiated during Coverage Hours. Customer will be required to authorize any work outside of coverage hours that results in additional charges. 6.5 On-site assistance will be performed as requested by Customer. However, Customer will be billed according to the Superion fee schedule for travel expenses and comprehensive per diem. 6.6 Customer is responsible for paying all taxes (except for taxes based on Superion's net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide Superion with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, Superion will invoice Customer for and Customer will pay to Superion all such tax amounts. Section 7 PROPRIETARY RIGHTS 7.1 To the extent that Superion may provide Customer with any Error Corrections or Enhancements or any other software, including any new software programs or components, or any compilations or derivative works prepared by Superion (collectively, "Vendor Programs"), Customer may (1) install one set of the Vendor Programs in the most current form provided by Superion , in Customer's own facility; (2) use such Vendor Programs in connection with the Licensed Programs, and in a manner consistent with the requirements of the License Agreement, for purposes of serving Customer's internal business needs; and (3) make one copy of the Vendor Programs in machine-readable form for nonproductive backup purposes only. Customer may not use, copy, or modify the Vendor Programs, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Superion . Upon termination of such License Agreement, Customer shall return or 12 destroy the Vendor Programs, and returning the Vendor Programs in the manner required by the License Agreement shall be sufficient for such purposes. 7.2 The Vendor Programs are and shall remain the sole property of Superion, regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Superion for the use of the work product. Customer shall from time to time take any further action and execute any further instrument, including documents of assignment or acknowledgment that Superion may reasonably request in order to establish and protect its exclusive ownership rights in such works. Customer shall not assert any right, title, or interest in such works, except for the non-exclusive right of use granted to Customer at the time of its delivery or on-site development. Section 8 DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 8.1 SUPERION DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED AND REPRESENTATIONS WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. 8.2 In no event shall Superion's cumulative liability for any claim arising in connection with this Agreement exceed the total fees and charges paid to Superion by Customer within the last twelve (12) months. 8.3 No action, whether based on contract, strict liability, or tort, including any action based on negligence, arising out of the performance of services under this Agreement, may be brought by either party more than one (1) year after such cause of action accrued. Section 9 TERMINATION 9.1 This Agreement may be terminated as follows: a. This Agreement shall immediately terminate upon the termination of the License Agreement; b. This Agreement may be terminated by either party upon thirty (30) days prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. 9.2 On the annual anniversary of this Agreement, Superion shall immediately invoice Customer for all accrued fees and charges and all reimbursable expenses, and Customer shall pay the invoiced amount immediately upon receipt of such invoice. Customer may continue to use any work supplied to Customer by Superion for the remaining term of the License Agreement. Any amount not paid within thirty (30) days after the invoice date shall bear interest at the rate allowed by applicable law. 9.3 Rates will be established as follows: 13 Exhibit B Fee Proposal Per Superion Invoice Document No.143694 which is dated August 30, 2017 and which is attached hereto and incorporated herein by this reference. 14 W SUPERION 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.Superion.com Bill To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Customer Grp/No. 1 5858LG Customer Name Lodi Police Department Exhibit B Invoice Company Document No Date Page LG 143694 30/Aug/2017 1 of 6 Ship To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Customer PO Number Currency Terms Due Date USD NET30 29/Sep/2017 No SKU Code/Description/Comment Units Rate Extended Contract No. 080877 1 OSSI Base Computer Aided Dispatch System Tier 3 1.00 14,372.04 14,372.04 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 2 OSSI Additional CAD Console License 3.00 805.91 2,417.73 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 3 OSSI Alpha Numeric Paging Module 1.00 1,136.53 1,136.53 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 4 ONESolution CAD Map Display and Map Maintenance Software License 1.00 1,136.53 1,136.53 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 5 ONESolution CAD Map Display & Map Maintenance Software Site License 5.00 413.30 2,066.50 Maintenance Start: 0110c112017, End: 30/Sep/2016 6 OSSI CAD Resource Monitor Display License with Maps Client 2.00 - 309.97 619.94 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 7 OSSI Rip and Run Printing/Faxing Module 1.00. 1,136.53 1,136.53 Maintenance Start: 01/Oct/2017, End: 30/Sep/2016 8 OSSI CAD Roster Module 1.00 1,136.53 1,136.53 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 9 OSSI E911 Interface Module 1.00 1,136.53 1,136.53 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 10 OSSI Firehouse RMS Interface 1.00 1,136.53 1,136.53 Maintenance Start: 01/00/2017, End: 30/Sep/2018 11 OSSI Interface to Pagegate 1.00 206.64 206.64 Maintenance Start: 01/0ct/2017, End: 30/Sep/2018 12 OSSI Station Toning Module 1.00 1,136.53 1,136.53 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 13 OSSI Zetron Model 3030 TDD Interface 1.00 929.90 929.90 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 14 OSSI Telestaff Interface 1.00 1,136.53 1,136.53 Page Total 29,704.99 !i SUPERION 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.Superion.com Bill To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Customer Grp/No. 1 5858LG Customer Name Lodi Police Department No SKU Code/Description/Comment Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 15 OSSI Base Mobile Server Software Client- 50 Maintenance Start 01/Oct/2017, End: 30/Sep/2018 16 ONESolution CAD Client AVL License Maintenance Start: 01/Oct2017, End: 30/Sep/2018 17 OSSI Client AVL Mobile License Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 18 OSSI AVL Server Host License Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 19 OSSI MCT Client for Digital Dispatch Maintenance Start: 01/0M/2017, End: 30/Sep/2018 Invoice Company Document No Date Page LG 143694 30/Aug/2017 2 of 6 Ship To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Customer PO Number Currency USD Terms NET30 Due Date 29/Sep/2017 Units Rate Extended 1.00 4,132.86 4,132.86 7.00 413.30 2,893.10 35.00 27.55 964.25 1.00 7,232.52 7,232.52 35.00 182.76 6,396.60 20 OSSI Mobile Client Maps 35.00 36.74 1,285.90 Maintenance Start: 01/Oct2017, End: 30/Sep/2018 21 OSSI License of Incident/Offense Field Reporting Module Client 35.00 182.76 6,396.60 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 22 OSSI - MFR Client -Accident Reporting Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 23 OSSI Mobile Arrest Module Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 85.00 91.85 7,807.25 35.00 55.11 1,928.85 24 OSSI- MFR Client - MOBLAN Version 50.00 91.85 4,592.50 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 25 0551- MCT Interface to Firehouse 1.00 1,549.83 1,549.83 Maintenance Start: 01/0d/2017, End: 30/Sep/2018 26 OSSI Review Module for Field Reporting - 50 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 1.00 3,214.45 3,214.45 27 OSSI's Integrated Messaging Software Switch 1.00 4,132.86 4,132.86 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 28 OSSI - LAN Client License for Message Switch 30.00 61.99 1,859.70 Page Total _ 54 387.27 b i 1 SUPER ION 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.Superion.com Bill To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Invoice Company Document No Date Page LG 143694 30/Aug/2017 3 of 6 Ship To: Lodi Police Department 215 W. EIm St. LODI, CA95240 United States Attn: 209-333-6722 Customer Grp/No. Customer Name Customer PO Number Currency Terms Due Date 1 5858LG Lodi Police Department USD NET30 29/Sep/2017 No SKU Code/Description/Comment Units Rate Extended Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 29 0551 Canine Module in MFR 2.00 55.11 110.22 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 30 OSSI Police to Citizen 1.00 2,296.05 2,296.05 Maintenance Start: 0110c112017, End: 30/Sep/2018 31 OSSI Client Base Records Management System - 50 1.00 14,915.07 14,915.07 Maintenance Start: 01/Oct2017, End: 30/Sep/2018 32 OSSI Police to Police Internet Data Sharing 1.00 0.00 0.00 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 33 OSSI BasicAccident Module - 50 1.00 1,010.27 1,010.27 Maintenance Start: 01/Oct2017, End: 30/Sep/2018 34 OSSI Accident Wizard Base Server License 1.00 918.41 918.41 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 35 OSSI Accident Wizard Workstation License Client 95.00 27.55 2,617.25 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 36 OSSI Animal Control Module 1.00 1,377.63 1,377.63 Maintenance Start: 01/0cU2017, End: 30/Sep/2018 37 0551 Bar Coding Server License 1.00 459.22 459.22 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 38 OSSI Bike Registration Module - 10 1.00 275.51 275.51 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 39 OSSI Calls for Service Module 1.00 367.37 367.37 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 40 OSSI RMS Canine Tracking Module 1.00 1,010.27 1,010.27 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 41 OSSI Crime Analysis Module - Client License 1.00 2,296.05 2,296.05 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 42 OSSI Crime Stoppers Management Module 1.00 642.90 642.90 Page Total 28,296.22 p sir SUPERION 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.Superion.com Bill To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Company LG Invoice Document No Date Page 143694 30/Aug/2017 4 of 6 Ship To: Lodi Police Department 215 W. Elm St. LODI, CA95240 United States Attn: 209-333-6722 Customer Grp/No. 1 5858LG Customer Name Lodi Police Department Customer PO Number Currency Terms Due Date USD NET30 29/Sep/2017 No SKU Code/Description/Comment Units Rate Extended Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 43 OSSI Document Scanning and Storage 1.00 1,836.83 1,636.83 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 44 OSSI Felony Registration Module -10 1.00 275.51 275.51 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 45 OSSI Generic Permit Module- 10 1.00 551.05 551.05 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 46 0581 Bar Coding Hand -Held Client License (Each) 2.00 292.75 585.50 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 47 OSSI - LinkAnalysis Module 1.00 3,214.45 3,214.45 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 48 OSSI RMS Map Display and Pin Mapping License - 50 1.00 1,836.83 1,836.83 Maintenance Start: 01/00/2017, End: 30/Sep/2018 49 0551 Notification Module- 50 1.00 2,608.30 2,608.30 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 50 OSSI Ordinance Module Maintenance Start: 01/Oct2017, End: 30/Sep/2018 51 OSSI Probation and Parole Module - 10 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 1.00 275.51 275.51 1.00 275.51 275.51 52 0551- Problem Oriented Policing Module - 10 1.00 642.90 642.90 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 53 OSSI Property and Evidence Module 1.00 1,010.27 1,010.27 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 54 OSSI Residential Security Watch - 10Module 1.00 275.51 275.51 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 55 OSSI Sex Offender Module 1.00 2,755.24 2,755.24 Maintenance Start 01/Oct/2017, End: 30/Sep/2018 56 Gang Profile Module 1.00 1,377.63 1,377.63 Page Total ( 17,521.04 h )r SUPERION 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.Superion.com Bill To: Lodi Police Department 215 W. Elm St. LODI, CA95240 United States Attn: 209-333-6722 Invoice Company Document No Date Page LG 143694 30/Aug/2017 5 of 6 Ship To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Customer Grp/No. Customer Name Customer PO Number Currency Terms Due Date 1 5858LG Lodi Police Department USD NET30 29/Sep/2017 No SKU Code/Description/Comment Units Rate Extended Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 57 OSSI Professional Standards (Internal Affairs) Module Client 1.00 3,214.45 3,214.45 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 58 OSSI Client Jail Management System Module - 5 1.00 2,755,24 2,755.24 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 59 OSSI Site License Mugshot Display Software License- 75 1.00 4,821.69 4,821.69 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 60 OSSI Mugshot Capture Station Software Only 1.00 1,010.27 1,010.27 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 61 OSSI State Livescan Interface 1.00 1,561.30 1,561.30 Maintenance Start: 01/Oct2017, End: 30/Sep/2018 - Contract No. 080877-3 64 OSSI Concealed Weapons Registration Module 1.00 270.13 270.13 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 Contract No. 090867 - ...._.. __. ._.. ___.. __... 63 0551 RMS Custom Modification - Dataworks Interface Maintenance Start: 0110c112017, End: 30/Sep/2018 Contract No. 130373 65 OSSI CAD Resource Monitor Display License with Maps - POP Tier 2 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 Contract No. 2009-2119 1.00 918.41 918.41 1.00 3,059.64 3,059.64 62 OSSI - Lodi Interface to San Joaquin County 1.00 2,975.67 2,975.67 Maintenance Start: 01/Oct/2017, End: 30/Sep/2018 Contract No. .. ...... , 66 Tax (Type - CM) 1.00 0.00 0.00 67 Tax (Type- MA) 1.00 5,796.21 5,796.21 Page Total 26,383.011 SUPERION 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.Superion.com Bill To: Lodi Police Department 215 W. Elm St. LODI, CA 95240 United States Attn: 209-333-6722 Invoice Company Document No Date Page LG 143694 30/Aug/2017 6 of 6 Ship To: Lodi Police Department 215 W. Elm St. LODI, CA95240 United States Attn: 209-333-6722 Customer Grp/No. Customer Name Customer PO Number Currency Terms Due Date 1 5858LG Lodi Police Department USD NET30 29/Sep/2017 No SKU Code/Description/Comment Units Rate Extended Remittance: Superion, LLC Bank of America 12709 Collection Center Drive Chicago, IL 60693 Inquiries: Accounts.Receivable(rilSuperion.com Subtotal L 150,496.321 Sales Tax 4 579621 Invoice Total 156,292.--53 I Payment Received � �0.0 X0 .. , Balance Due I,,, 156,292.53 Exhibit C Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: 1. COMPREHENSIVE GENERAL LIABILITY $2,000,000 Each Occurrence $4,000,000 General Aggregate 5. ERRORS AND OMISSIONS / TECHNOLOGY $2,000,000 Per Claim $4,000,000 Annual Aggregate Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence in the handling of confidential information, privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for, or on behalf of, City of Lodi. Such insurance shall be maintained in force at all times during the term of the agreement and provide an Extended Reporting Period (ERP) for a period of one year thereafter, for services completed during the term of the agreement. All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor; whichever is greater. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. (b) Primary and Non -Contributory Insurance Endorsement Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 04 13. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. Page 1 1 of 2 pages Risk: rev.03.2016 Insurance Requirements for Contractor (continued) (c) Waiver of Subrogation Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. (d) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. (e) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (f) (g) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. (h) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (I) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. Page 2 I of 2 pages Risk: rev.03.2016 DocuSign Envelope ID: 36E91133-2D9A-4989-B725-662FB6484D15 EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT BETWEEN Superion, LLC a Delaware Limited Liability Company with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 ("Superion") AND City of Lodi, a municipal corporation 221 West Pine Street Lodi, CA 95420 (for purposes of this Agreement, "Customer") By the signatures of their duly authorized representatives below, Superion and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements, Schedules, Appendices, and/or Addenda to this Agreement. City of Lodi, a municipal corporation Superion, LLC ,--nocusigned by: BY: BY: biro St,"ivsLy "-713139510Arece459... Brad surminsky PRINT NAME: PRINT NAME: PRINT TITLE: PRINT TITLE: CFO DATE SIGNED: DATE SIGNED: Page 1 of 8 DocuSign Envelope ID: 36E91133-2D9A-4989-B725-662F86484D15 THIS AGREEMENT is entered into between Superion and Customer on the Execution Date, and Superion's obligations hereunder will commence on Execution Date. Superion and Customer have entered into a Software License and Services Agreement dated September 2, 2008 (the "License Agreement") for the Software. Customer desires that Superion provide Maintenance and Enhancements for and new releases of the Baseline Software identified in Exhibit 1 on the terms and conditions contained in this Agreement, and for the Custom Modifications identified in Exhibit 1 on the terms and conditions of this Agreement. Accordingly, the parties agree as follows: 1. Definitions. "Exhibit 1" means, collectively: (1) The schedule attached to this Agreement which is marked as "Exhibit 1," including all attached Software Supplements; and (ii) any schedule also marked as "Exhibit 1" (also including any attached Software Supplements) that is attached to any amendment to this Agreement. Other appendices to this Agreement are numbered sequentially and are also "Appendices." "Baseline" means the general release version of a Component System as updated to the particular time in question through both Superion's warranty services and Superion's Maintenance Program, but without any other modification whatsoever. "Component System" means any one of the computer software programs which is identified in Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all related specifications, Documentation, technical information, and all corrections, modifications, additions, improvements and enhancements to and all Intellectual Property Rights for such Component System. "Confidential Information" means trade secret information of the disclosing party which is designated as trade secret prior to or at the time of disclosure to the Recipient. Confidential Information of Superion includes the Software, all software provided with the Software, and algorithms, methods, techniques and processes revealed by the Source Code of the Software and any software provided with the Software. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; or (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non -disclosure obligation. "Discloser" means the party providing its Confidential Information to the Recipient. "Documentation" means the on-line and hard copy functional and technical specifications that Superion provides for a Baseline Component System, and that describe the functional and technical capabilities of the Baseline Component System in question. "Execution Date" means the latest date shown on the signature page of this Agreement. "Equipment" means a hardware and systems software configuration meeting the "Equipment" criteria set forth in Exhibit 1. "Intellectual Property Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Software" means the Component Systems listed in Exhibit 1. "Object Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software media, which are readable and usable by computer equipment. "Recipient" means the party receiving Confidential Information of the Discloser. "Software Supplement" means, with respect to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, conditions, limitations and/or other information pertaining to that Component Page 2 of 8 DocuSign Envelope ID: 36E91133-209A-4989-8725-662FB6464D15 System. If any terms of a Software Supplement conflicts with any other terms of this Agreement, the terms of the Software Supplement will control. "Source Code" means computer programs written in higher-level programming languages, sometimes accompanied by English language comments and other programmer documentation. "Contract Year" means, with respect to each Baseline Component System and Custom Modification, the period identified in Exhibit 1. "Custom Modification" means a change that Superion has made at Customer's request to any Component System in accordance with a Superion-generated specification, but without any other changes whatsoever by any person or entity. Each Custom Modification for which Superion will provide Customer with Improvements is identified in Exhibit 1. "Defect" means a material deviation between the Baseline Component System and its Documentation, for which Defect Customer has given Superion enough information to enable Superion to replicate the deviation on a computer configuration that is both comparable to the Equipment and that is under Superion's control. Further, with regard to each Custom Modification, "Defect" means a material deviation between the Custom Modification and the Superion-generated specification and documentation for such Custom Modification, and for which Defect Customer has given Superion enough information to enable Superion to replicate the deviation on a computer configuration that is both comparable to the Equipment and that is under Superion's control. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question. "Improvements" means, collectively, Maintenance, Enhancements and New Releases provided under this Agreement. "Maintenance" means using reasonable efforts to provide Customer with avoidance procedures for or corrections of Defects. The hours during which Maintenance will be provided for each Component System, the targeted response times for certain defined categories of Maintenance calls for each Component System and Custom Modification, and other details and procedures (collectively, the "Maintenance Standard?) relating to the provision of Maintenance for each Component System and Custom Modification are described in attached Exhibit 2. "New Releases" means new editions of a Baseline Component System or Custom Modification, as applicable. "Notification" means a communication to Superion's help desk by means of: (i) Superion's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with Superion's then - current policies and procedures for submitting such communications. 2. Services. (a) Types of Services. During the term of this Agreement, Superion will provide Customer with Maintenance for, Enhancements of, and New Releases of each Baseline Component System and each Custom Modification identified in Exhibit 1. (b) Limitations. All Improvements will be part of the applicable Baseline Component System/Custom Modification, and will be subject to all of the terms and conditions of the License Agreement and this Agreement. Customer must provide Superion with such facilities, equipment and support as are reasonably necessary for Superion to perform its obligations under this Agreement, Including remote access to the Equipment. 3. Payment and Taxes. (a) Maintenance Fees. For the Improvements, Customer will pay Superion the amount provided for in Exhibit 1 as the "Payment Amount" for the first Contract Year. For each Contract Year subsequent to the initial Contract Year, Superion reserves the right to increase the Improvements fees. Fees for Improvements for a Baseline Component System/Custom Modification are due on the first day of the first month of the Contract Year for that Baseline Component System/Custom Modification. Page 3 of 8 DocuSign Envelope ID: 36E91133-2D9A-4989-8725-662FB6484D15 (b) Additional Costs. Customer will also reimburse Superion for actual travel and living expenses that Superion incurs in providing Customer with Improvements under this Agreement, with reimbursement to be on an as -incurred basis. Such travel and living expenses will be governed by Superion's Corporate Travel and Expense Reimbursement Policy and will be invoiced on a monthly basis in arrears and due within thirty (30) days from the date of invoice. In no event shall travel expenses exceed those established in City of Sunrise Code of Ordinances 2-2. (c) Taxes. Customer is responsible for paying all taxes (except for taxes based on Superion's net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide Superion with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, Superion will invoice Customer for and Customer will pay to Superion all such tax amounts. 4. Term. This Agreement will remain in full force and effect throughout the Contract Year. After the initial Contract Year, this Agreement will renew by action of the Lodi City Council for an additional Contact Year. 5. Disclaimer of Warranties. Customer agrees and understands that SUPERION MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY IMPROVEMENTS AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT SUPERION EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SUPERION EXPRESSLY DOES NOT WARRANT THAT A COMPONENT SYSTEM, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE COMPONENT SYSTEM OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN SUPERION, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. 6. Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, then the party seeking to terminate this Agreement can effect such termination by providing the other party with a termination notice that specifies the effective date of such termination. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 7. Confidential Information. Except as otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third party, or make any use of the Discloser's Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with the Software and any software provided with the Software, the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient's receipt of that item and provided the public records exception continues to be met. - However, Customer's obligations to maintain both the Software and any software provided with the Software as confidential will survive in perpetuity. 8. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent Page 4 of 8 DocuSign Envelope ID: 36E91133-2D9A-4989-8725-662FB6484D15 by United States registered or certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices. 9. Force Maieure. Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 10. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment will be void without the prior written consent of the other party. For purposes of this Agreement, "assignment" will include use of the Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. However, the following will not be considered "assignments" for purposes of this Agreement: Superion's assignment of this Agreement or of any Superion rights under this Agreement to Superion's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and Superion's assignment of this Agreement to any person or entity to which Superion transfers any of its rights in the Software. 11. No Waiver. A party's failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 12. Choice of Law; Severability. This Agreement will be governed by and construed under the laws of the State of California, without reference to the choice of laws provisions thereof. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 13. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUPERION. SUPERION'S LIABILITY IN CONNECTION WITH THE IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUPERION FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH LIABILITY ARISES. (b) EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUPERION BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUPERION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUPERION HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 14. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. Page 5 of 8 DocuSign Envelope ID: 36E91133-2D9A-4989-B725-662FB6484D15 Customer: EXHIBIT 1 City of Lodi, a municipal corporation CONTRACT YEAR: October 1, 2017 through September 30, 2018 each annual term thereafter. Qty Application 10/01/17 - 09/30/18 1 OSSI Base Computer Aided Dspatch System Tier 3 $ 14,372.04 3 OSSI Additional CAD Console License 2,417.73 1 OSSI Alpha Numeric Paging Module 1,136.53 1 ONESolution CAD Map Display and Map Maintenance Software License 1,136.53 5 ONEsolution CAD Map Display & Map Maintenance Softw are Site License 2,066.50 2 OSSI CAD Resource Monitor Display License w ith Maps Client 619.94 1 OSSI Rip and Run Printing/Faxing Module 1,136.53 1 OSSI CAD Roster Module 1,136.53 1 OSSI E911 Interface Module 1,136.53 1 OSSI Firehouse RMS Interface 1,136.53 1 OSSI Interface to Pagegate 206.64 1 OSSI Station Toning Module 1,136.53 1 OSSI Zetron Model 3030 TDD Interface 929.90 1 OSSI Telestaff Interface 1,136.53 1 OSSI Base Mobile Server Software Client - 50 4,132.86 7 ONESolution CAD Client AVL License 2,893.10 35 OSSI Client AVL Mobile License 964.25 1 OSSI AVL Server Fbst License 7,232.52 35 OSSI MCT Client for Digital Dispatch 6,396.60 35 OSSI Mobile Client Maps 1,285.90 35 OSSI License of Incident/Offense Field Reporting Module Client 6,396.60 85 OSSI - MFR Client - Accident Reporting 7,807.25 35 OSSI Mobile Arrest Module 1,928.85 50 OSSI- MFR Client- MOBLAN Version 4,592.50 1 OSSI - MCT Interface to Firehouse 1,549.83 1 OSSI Review Module for Field Reporting - 50 3,214.45 1 OSSI's Integrated Messaging Software Switch 4,132.86 30 OSSI- LAN Client License for Message Switch 1,859.70 2 OSSI Canine Module in MFR 110.22 1 OSSI Police to Citizen 2,296.05 1 OSSI Client Base Records Management System- 50 14,915.07 1 OSSI Police to Fblice Internet Data Sharing - 1 OSSI Basic Accident Module - 50 1,010.27 1 OSSI Accident Wizard Base Server License 918.41 95 OSSI Accident Wizard Workstation License Client 2,617.25 1 OSSI Animal Control Module 1,377.63 1 OSSI Bar Coding Server License 459.22 1 OSSI Bike Registration Module - 10 275.51 1 OSSI Calls for Service Module 367.37 1 OSSI RMS Canine Tracking Module 1,010.27 Page 6 of 8 DocuSign Envelope ID: 36E91133-2D9A-4989-8725-662FB6484D15 1 OSSI Crirre Analysis Module - Client License 2,296.05 1 OSSI Crime Stoppers Management Module 642.90 1 OSSI Document Scanning and Storage 1,836.83 1 OSSI Felony Registration Module -10 275.51 1 OSSI Generic Permit Module - 10 551.05 2 OSSI Bar Coding Hand -Held Client License (Each) 585.50 1 OSSI- Link Analysis Module 3,214.45 1 OSSI RMS Map Display and Fin Mapping License - 50 1,836.83 1 OSSI Notification Module - 50 2,608.30 1 OSSI Ordinance Module 275.51 1 OSSI Probation and Parole Module - 10 275.51 1 OSSI - Problem Oriented Policing Module - 10 642.90 1 OSSI Property and Evidence Module 1,010.27 1 OSSI Residential Security Watch - 10Module 275.51 1 OSSI Sex Offender Module 2,755.24 1 Gang Profile Module 1,377.63 1 OSSI Professional Standards (Internal Affairs) Module Client 3,214.45 1 OSSI Client Jail Management System Module - 5 2,755.24 1 OSSI Site License Mugshot Display Software License - 75 4,821.69 1 OSSI Migshot Capture Station Software Only 1,010.27 1 OSSI State Livescan Interface 1,561.30 1 OSSI - Lodi Interface to San Joaquin County 2,975.67 1 OSSI RMS Custom Modification - Da taw orks Interface 918.41 1 OSSI Concealed Weapons Registration Nodule 270.13 1 OSSI CAD Resource Mondor Display License with Maps -POP Tier 2 3,059.64 Total $ 150,496.32 *Improvements fees for current Contract Year are subject to change and will be specified by Superion in an annual invoice. Improvements fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are being remitted. Improvements fees for any subsequent Contract Year are subject to change and will be specified by Superion in an annual invoice. APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. Improvements Surcharge Imposed In Certain Instances: At the commencement of any Contract Year where Customer is operating on a version of a Baseline Component System that is more than two (2) general release versions behind the then -current release for any Component System, Superion will assess a ten percent (10%) surcharge over and above the Improvements fee for that Contract Year, with such surcharge to be imposed on a prorated basis for the portion of the Contract Year that Customer remains on a general release version that is more than two (2) releases behind the then -current release of the Component Systems in question. Once Customer is using a release that is no more than two (2) general release versions behind the then -current release, the Improvements surcharge will be removed on a prospective basis, as of the date that Customer is using the release that is no more than two (2) general release versions behind the then -current release. Page 7 of 8 DocuSign Envelope ID: 36E91133-2D9A-4989-8725-662FB6484D15 EXHIBIT 2 Maintenance Standards Hours During Which Superion's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in Exhibit 1, support hours are Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x11"). II. Targeted Response Times. With respect to Superion's Maintenance obligations, Superion will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Baseline Component Systems/Custom Modifications identified in Exhibit 1 of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable Superion "Telephone Support" hour occurring after Superion's receipt of the Notification: Priority ;: Description Response Goal* is Resolution Goal* Urgent 1 A support issue shall be considered Urgent when it produces a Total System Failure; meaning Superion's Component Systems are not performing a process that has caused a complete work stoppage. Superion has a stated goal to respond within 60 minutes of the issue being reported and have a resolution plan within 24 hours. Although resolution times vary depending on the exact issue and customer environment, Superion has a stated goal to resolve an urgent issue within 24 hours OR provide a resolution plan with urgent issues within 24 hours of the issue being reported. A resolution plan details the steps necessary to understand and possibly resolve the issue. Critical 2 A support issue shall be considered Critical when a critical failure in operations occurs; meaning Superion's Component Systems are not performing a critical process and prevents the continuation of basic operations. Critical problems do not have a workaround. This classification does not apply to intermittent problems. Superion has a stated goal to respond within two hours of the issue being reported. Non- Critical 3 A support issue shall be considered Non- Critical when a non critical failure in operations occurs; meaning Superion's Component Systems are not performing non- critical processes, but the system is still usable for its intended purpose or there is a workaround. Superion has a stated goal to respond within four hours of the issue being reported. Minor 4 A support issue will be considered Minor when the issue causes minor disruptions in the way tasks are performed, but does not affect workflow or operations. This may include cosmetic issues, general questions, and how to use certain features of the system. Superion has a stated goal to respond within 24 hours of the issue being reported. * Measured from the moment a Case number is created. As used herein a "Case number" is created when a) Superion's support representative has been directly contacted by Customer either by phone, email, in person, or through Superion's online support portal, and b) when Superion's support representative assigns a case number and conveys that case number to the Customer. Page 8 of 8 RESOLUTION NO. 2017-194 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT REGARDING SOFTWARE SUPPPORT AND MAINTENANCE FOR LODI POLICE DEPARTMENT DISPATCH, RECORDS, JAIL, REPORT WRITING, AND PROPERTY ROOM SOFTWARE SYSTEM WITH SUPERION, LLC, OF LAKE MARY, FLORIDA WHEREAS, in 2009, the Lodi Police Department purchased a new computer system from Superion, LLC, (formerly SunGard) that provides records management, computer-aided dispatching, field reporting, mobile computing, and other functions which allow the department to function more efficiently; and WHEREAS, the annual Service Maintenance Agreement between the City of Lodi Police Department and Superion provides for software and hardware support in the event of system malfunctions and minimizes any disruption in the department's ability to provide service to the public; and WHEREAS, staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement regarding software support and maintenance for Lodi Police Department dispatch, records, jail, report writing, and property room software system, with Superion, LLC, of Lake Mary, Florida, in an amount not to exceed $156,292.53 from the Fiscal Year 2017/18 Lodi Police Department operating budget. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement regarding software support and maintenance for Lodi Police Department dispatch, records, jail, report writing, and property room software system, with Superion, LLC, of Lake Mary, Florida, and authorize payment in the amount of $156,292.53 from the 2017/18 Lodi Police Department operating budget. Dated: October 18, 2017 I hereby certify that Resolution No. 2017-194 was passed and adopted by the City Council of the City of Lodi in a regular meeting held October 18, 2017, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Mounce, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None 2017-194 -th N FERRAIOLO ity Clerk