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HomeMy WebLinkAbout2012-373 EMS - Sunguard Public Secotr Inc for CAD Replacement $589,875 2— CUSTOMER NO. ; CONTRACT NO. 120755 a SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 ("SunGard Public Sector") AND Orange County, North Carolina A local political subdivision of the State of North Carolina Post Office Box 8181 Hillsborough, NC 27278 (for purposes of this Agreement, "Customer") By the signatures of their duly authorized representatives below, SunGard Public Sector 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. The terms and conditions contained in this Agreement, including prices, will be honored as set forth herein, provided the Agreement is fully executed and delivered by October 5, 2012. Orange County, NC Emergency Services SunGard Public Sector Inc. 1k I BY: BY: (� Christian Coleman PRINT NAME�h1GLdj� Q. 5S i-lip PRINT NAME VP and Controller, SunGard Public Sector Inc p� G PRINT TITLE: ad". , C AND TITLE: DATE SIGNED: 2, DATE SIGNED: �- Page 1 of 30 SPS License 7/1/2010 This instrument has bef n approve 72Vr7 , tas to technical content. Frank R. Montes de Oca, Depart Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal ControA Act. Uk, Office of the Finance Director been approved as to form and legal sufficiency. Otice of th kcounty A orney THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date. The parties agree as follows: 1. Definitions. "Discloser" means the party providing its Confidential Information to the Recipient. "Baseline" means the general release version of a Component System as updated to the "Defect" means a material deviation particular time in question through both SunGard between the Baseline Component System and its Public Sector's warranty services and SunGard documentation, for which Defect Customer has Public Sector's Maintenance Program, but without given SunGard Public Sector enough information any other modification whatsoever. to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both "Component System" means any one of the comparable to the Equipment and that is under computer software programs which is identified in SunGard Public Sector's control. Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all "Execution Date" means the latest date related specifications, documentation, technical shown on the signature page of this Agreement. information, and all corrections, modifications, additions, improvements and enhancements to "Equipment" means a hardware and and all Intellectual Property Rights for such systems software configuration meeting the Component System. "Equipment"criteria set forth in Exhibit 1. "Confidential Information" means non-public "Exhibit 1" means, collectively: (i) The information of a party to this Agreement. schedule attached to this Agreement which is Confidential Information of SunGard Public Sector marked as "Exhibit 1," including all attached includes the Software, all software provided with Software Supplements; and (ii) any schedule also the Software, and algorithms, methods, marked as "Exhibit 1" (also including any attached techniques and processes revealed by the Source Software Supplements) that is attached to any Code of the Software and any software provided amendment to this Agreement. Other appendices with the Software. Confidential Information does to this Agreement are numbered sequentially and not include information that: (i) is or becomes are also"Exhibits." known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to "Intellectual Property Rights" means all third parties, without restriction on disclosure; or patents, patent rights, patent applications, (iii) the Recipient obtains from a third party without copyrights, copyright registrations, trade secrets, restriction on disclosure and without breach of a trademarks and service marks and Confidential non-disclosure obligation. Information. "Customer's Equipment" means host(s) or "Software" means the Component Systems client server configurations) and/or combinations listed in Exhibit 1. of host(s) and client server configuration(s) within the United States of America for which SunGard "Customer Employees" means: (i) Public Sector supports the Software. Customer's employees with a need to know; and (ii) third party consultants engaged by Customer "Delivery Address" means the Customer who have a need to know, who have been pre- shipping address set forth in Exhibit 1 as the approved by SunGard Public Sector, and who, Delivery Address. prior to obtaining access to the Software, have executed a SunGard Public Sector-approved non- "Delivery Date" means, for each Component disclosure agreement. System, the date on which SunGard Public Sector first ships the Component System to the Delivery "Obiect Code" means computer programs Address F.O.B. SunGard Public Sector's place of assembled, compiled, or converted to magnetic or shipment. electronic binary form on software media, which are readable and usable by computer equipment. Page 2 of 30 SPS License 7/1/2010 "Recipient" means the party receiving has the right to use the Software in Object Code Confidential Information of the Discloser. form temporarily on another SunGard Public Sector-supported configuration, for disaster "Software Supplement" means, with respect recovery of Customer's computer operations. to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, (c) Documentation. Except as otherwise conditions, limitations and/or other information provided for in the applicable Software pertaining to that Component System. If any Supplement, Customer can make a reasonable terms of a Software Supplement conflicts with any number of copies of the documentation for each other terms of this Agreement, the terms of the Component System for its use in accordance with Software Supplement will control. the terms of this Agreement. "Source Code" means computer programs (d) Restrictions on Use of the Software. written in higher-level programming languages, Customer is prohibited from causing or permitting sometimes accompanied by English language the reverse engineering, disassembly or comments and other programmer documentation. decompilation of the Software. Customer is prohibited from using the Software to provide 2. Right to Grant License and Ownership. service bureau data processing services or to SunGard Public Sector has the right to grant otherwise provide data processing services to Customer this license to use the Software. Except third parties. Customer will not allow the Software as otherwise indicated in a Software Supplement, to be used by, or disclose all or any part of the SunGard Public Sector owns the Software. Software to, any person except Customer Employees. Without limiting the foregoing, 3. License. Subject to the terms and conditions Customer is permitted to allow use of the input of this Agreement, SunGard Public Sector grants and/or output sensory displays of or from the Customer a perpetual, non-exclusive, non- Software by third parties on a strict"need to know" transferable license to use and copy for use the basis, and such use will not be deemed a non- Software on the Equipment within the United permitted disclosure of the Software. Customer States of America for Customer's own, non- will not allow the Software, in whole or in part, to commercial computing operations. Any rights not be exported outside of the United States of expressly granted in this Agreement are expressly America, in any manner or by any means, without reserved. in each instance obtaining SunGard Public Sector's prior written consent and, if required, a (a) Source Code. SunGard Public Sector validated export license from the Office of Export has placed the Source Code for those SunGard Administration within the U.S. Department of Public Sector-proprietary (as opposed to third Commerce and such other appropriate United party-owned) Component Systems identified in States governmental authorities. Exhibit 1 in escrow with Iron Mountain Intellectual Property Management ("Iron Mountain") pursuant (e) Intellectual Property Rights Notices. to a Source Code Escrow Agreement between Customer is prohibited from removing or altering Iron Mountain and SunGard Public Sector any of the Intellectual Property Rights notice(s) ("Escrow Agreement"). SunGard Public Sector embedded in or that SunGard Public Sector updates such Source Code escrow deposits at otherwise provides with the Software. Customer least one a calendar year. Such Source Code will must reproduce the unaltered Intellectual Property only be made available on the release terms of the Rights notice(s) in any full or partial copies that Escrow Agreement, and only to those SunGard Customer makes of the Software. Public Sector licensees that have elected to be named "Preferred Beneficiaries" under the Escrow 4. Services. Agreement by executing a Preferred Beneficiary Acceptance Form and paying Iron Mountain the (a) Generally. SunGard Public Sector will beneficiary fee specified by Iron Mountain (as of provide Customer with the information services the Execution Date, approximately $800 per year). identified in Exhibit 1, for the fees provided in SunGard Public Sector will provide Licensee with Exhibit 1. a copy of the Preferred Beneficiary Acceptance Form at Licensee's request. (b) Additional Services. SunGard Public Sector can also provide Customer with additional (b) Object Code. Customer has right to use information services, at SunGard Public Sector's the Software in Object Code form. Customer also then-current rates, or at such other rates as are Page 3 of 30 SPS License 7/1/2010 agreed to by the parties in an amendment to this Agreement. (i) License Fees. Fees for the Software will be due to SunGard Public Sector as (c) Workmanlike Skills. SunGard Public provided for in Exhibit 1. Sector will render all services under this Agreement in a professional and workmanlike (ii) Professional Services Fees. manner in accordance with the highest generally Except as otherwise provided in Exhibit 1, fees for accepted standards of this type service throughout professional services will be invoiced on a monthly the United States and in accordance with basis in arrears and will be due within thirty (30) applicable federal, state and local laws and days from the date of a properly submitted and regulations applicable to the performance of these undisputed invoice. Payment of reimbursable services. Subject to the Conditions On Providing expenses shall be subject to SunGard Public Services identified in subsection (d) below, Sector's timely submission of valid receipts for any SunGard Public Sector is solely responsible for such expenses and approval by the Customer. For the professional quality, accuracy and timely purposes herein, timely submission of valid completion and/or performance of this Agreement. receipts shall mean the submission of receipts for SunGard Public Sector will promptly replace any reimbursable expenses that were incurred within SunGard Public Sector personnel that are sixty (60) days of the submission. Timely approval rendering services on-site at a Customer facility if shall mean receipt of approval from Customer Customer reasonably considers the personnel to prior to the reimbursable expense being incurred be unacceptable and provides SunGard Public (Services will not be scheduled until such prior Sector with notice to that effect, provided that such approval has been received from Customer)._Any replacement does not violate any law or additional charges not specified herein, must be governmental regulation applicable to such mutually agreed to in advance by the parties and personnel replacement. documented in writing with a letter signed by authorized representatives for the parties and, (d) Conditions On Providing Services. In subject to budgeted funds. each instance in which SunGard Public Sector is providing Customer with services, SunGard Public (iii) Dispute Resolution. Sector and Customer will develop a project plan that identifies each party's responsibilities for such (a) Project-Level Performance Review. If a services. The project plan will describe in detail dispute relating to the Agreement arises between the tentative schedule and the scope of services the Parties, the applicable SunGard Public Sector that SunGard Public Sector will provide. Project Manager and the applicable Customer Customer will establish the overall project Project Manager may, but shall not be obligated direction, including assigning and managing the to, meet and attempt to resolve the dispute. If Customer's project personnel team. SunGard such representatives of the Parties are unable to Public Sector and the Customer will each assign a resolve the dispute within ten (10) calendar days project manager who will assume responsibility for after the initial request for a meeting, or if the management of the project. Customer must Parties do not agree to invoke this level of dispute ensure that the Customer's Equipment is resolution, then the Parties may seek to resolve operational, accessible and supported at the times the dispute through an executive-level agreed to by the parties in the project plan. While performance review as provided in (iii)(b). SunGard Public Sector is providing such services, Customer must provide SunGard Public Sector (b) Executive-Level Performance Review. For with such facilities, equipment and support as are disputes that are not resolved under Section reasonably necessary for SunGard Public Sector (iii)(a), Customer's Chief Financial Officer, or a to perform its obligations, including remote access Customer employee of similar or higher authority, to the Equipment. and a Vice President or higher-level officer of SunGard Public Sector, or a SunGard Public 5. Delivery. Except as otherwise provided in Sector employee of similar or higher authority, Exhibit 1, SunGard Public Sector will deliver all may, but shall not be obligated to, meet and Component Systems to Customer at the Delivery attempt to resolve the dispute. If such Address. representatives are unable to resolve the dispute within five (5) business days after the Parties have 6. Payment and Taxes. commenced negotiations, or ten (10) calendar days have passed since the initial request for (a) Payment. negotiations at this level, or if the Parties do not Page 4 of 30 SPS License 7/1/2010 agree to invoke this level of dispute resolution, operations, will operate without Defects. For each then the Parties may seek any and all rights and Defect, SunGard Public Sector, as soon as remedies that may be available to them, subject to reasonably practicable and at its own expense, will the limitations otherwise provided for in this provide Customer with an avoidance procedure for Agreement. Each Party shall bear its own costs or a correction of the Defect. If, despite its incurred in connection with such dispute resolution reasonable efforts, SunGard Public Sector is process. unable to provide Customer with an avoidance procedure for or a correction of a Defect, then, (c) Equitable Relief. Notwithstanding anything subject to the limitations set forth in Section 16 of contained in the Agreement to the contrary, the this Agreement, Customer may pursue its remedy Parties shall be entitled to seek injunctive or other at law to recover direct damages resulting from equitable relief whenever the facts or the breach of this limited warranty. These circumstances would permit a Party to seek remedies are exclusive and are in lieu of all other equitable relief in a court of competent jurisdiction remedies, and SunGard Public Sector's sole without obligation to post bond. obligations for breach of this limited warranty are contained in this Section 7(a). (b) Taxes. Customer is responsible for paying all taxes (except for taxes based on (b) Disclaimer of Warranty. The limited SunGard Public Sector's net income or capital warranty in Section 7(a) is made to Customer stock) relating to this Agreement, the Software, exclusively and is in lieu of all other warranties. any services provided or payments made under SUNGARD PUBLIC SECTOR MAKES NO this Agreement. Applicable tax amounts (if any) OTHER WARRANTIES WHATSOEVER, are NOT included in the fees set forth in this EXPRESS OR IMPLIED, WITH REGARD TO Agreement. If Customer is exempt from the ANY SERVICES PROVIDED UNDER THIS payment of any such taxes, Customer must AGREEMENT AND/OR THE SOFTWARE, IN provide SunGard Public Sector with a valid tax WHOLE OR IN PART. SUNGARD PUBLIC exemption certificate; otherwise, absent proof of SECTOR EXPLICITLY DISCLAIMS ALL Customer's direct payment of such tax amounts to WARRANTIES OF MERCHANTABILITY AND OF the applicable taxing authority, SunGard Public FITNESS FOR A PARTICULAR PURPOSE. Sector will invoice Customer for and Customer will SUNGARD PUBLIC SECTOR EXPRESSLY pay to SunGard Public Sector all such tax DOES NOT WARRANT THAT THE SOFTWARE, amounts. IN WHOLE OR IN PART, WILL BE ERROR (c). Scheduled Resource Changes: For FREE, WILL OPERATE WITHOUT training and on-site project management sessions INTERRUPTION OR WILL BE COMPATIBLE which are cancelled at the request of Customer WITH ANY HARDWARE OR SOFTWARE within fourteen (14) days of the scheduled start OTHER THAN THE EQUIPMENT. CUSTOMER date, Customer is responsible for entire price of WAIVES ANY CLAIM THAT THE LIMITED the training or on-site project management plus WARRANTY SET FORTH IN SECTION 7(A) OR incurred expenses. Notwithstanding, SunGard THE REMEDY FOR BREACH OF SUCH Public Sector will endeavor to reschedule LIMITED WARRANTY FAILS OF ITS SunGard Public Sector personnel in order to ESSENTIAL PURPOSE. mitigate Customer's costs and expenses under this section. To the extent SunGard Public Sector (c) Abrogation of Limited Warranty. The is successful in such rescheduling, Customer's limited warranty in Section 7(a) will be null and payment obligations shall be reduced. void if: (i) anyone (including Customer) other than SunGard Public Sector modifies the Baseline Component System; or (ii) Customer does not 7. Limited Warranty, Disclaimer of Warranty implement changes that SunGard Public Sector and Election of Remedies. provides to correct or improve the Baseline Component System. If despite any modification of (a) Limited Software Warranty by SunGard the Component System, SunGard Public Sector Public Sector and Remedy For Breach. For each can replicate the reported problem in the Baseline Component System, SunGard Public Sector Component System as if the problem were a warrants to Customer that, for a period of twelve Defect, then SunGard Public Sector will (12) months after the Delivery Date, the Baseline nonetheless provide Customer with an avoidance Component System, as used by Customer on the procedure for or a correction of that reported Equipment for its own, non-commercial computing problem for use in the Baseline Component Page 5 of 30 SPS License 7/1/2010 System as though the reported problem were a object to the Customer disclosing the requested Defect. information pursuant to the subject public records (d) FAILURE OF ESSENTIAL PURPOSE. request. THE PARTIES HAVE AGREED THAT THE If SunGard Public Sector objects to the LIMITATIONS SPECIFIED IN SECTIONS 7 AND disclosure of the requested information, SunGard 16 WILL SURVIVE AND APPLY EVEN IF ANY Public Sector agrees that it shall be solely LIMITED REMEDY SPECIFIED IN THIS responsible for the defense of and the cost of AGREEMENT IS FOUND TO HAVE FAILED OF defending any claim or complaint against the ITS ESSENTIAL PURPOSE, AND Customer for its refusal to disclose Confidential REGARDLESS OF WHETHER CUSTOMER HAS Information. SunGard Public Sector agrees that if ACCEPTED ANY SOFTWARE OR SERVICE any such complaint or claim is filed it will indemnify UNDER THIS AGREEMENT. Customer and will reimburse Customer for any and all damages awarded against Customer its 8. Confidential Information. Except as refusal to disclose the requested information. otherwise permitted under this Agreement, the SunGard Public Sector's obligations under this Recipient will not knowingly disclose to any third indemnification are expressly conditioned on the party, or make any use of the Discloser's following: (i) Customer must promptly notify Confidential Information. The Recipient will use at SunGard Public Sector of any such claim; (ii) least the same standard of care to maintain the Customer must in writing grant SunGard Public confidentiality of the Discloser's Confidential Sector sole control of the defense of any such Information that it uses to maintain the claim and of all negotiations for its settlement or confidentiality of its own Confidential Information compromise (if Customer chooses to represent its of equal importance. Except in connection with own interests in any such action, Customer may the Software and any software provided with the do so at its own expense, but such representation Software, the non-disclosure and non-use must not prejudice SunGard Public Sector's right obligations of this Agreement will remain in full to control the defense of the claim and negotiate force with respect to each item of Confidential its settlement or compromise); and (iii) Customer Information for a period of ten (10) years after must cooperate with SunGard Public Sector to Recipient's receipt of that item. However, facilitate the settlement or defense of the claim. Customer's obligations to maintain both the Software and any software provided with the SunGard Public Sector agrees that it releases Software as confidential will survive in perpetuity. County from all loss, liability, claims or expense, including attorney's fees, arising out of or related 9. North Carolina Public Records Act. to the release or disclosure or failure by the SunGard Public Sector acknowledges that this Customer to release or disclose Confidential Agreement, the Confidential Information and any Information in accordance with the procedure documents, memorandum, data, reports, outlined herein. SunGard Public Sector further analyses, compilations, records, pricing and agrees that it waives the right to file any court evaluation of all or any portion of the transactions action against Customer for any such release, contemplated by this Agreement may be deemed disclosure, or failure to release or disclose public records and subject to disclosure, in whole Confidential Information. or in part, pursuant to the North Carolina Public Records Law. Customer will provide SunGard 10. Indemnity by SunGard Public Sector Public Sector with prompt notice of any intended SunGard Public Sector will defend, indemnify and disclosures or requests for disclosure pursuant to hold Customer harmless from and against any the North Carolina Public Records Law and an loss, cost and expense that Customer incurs appropriate opportunity to seek protection of the because of a claim that use of a Baseline Confidential Information consistent with all Component System infringes any United States applicable laws and regulations. copyright of others. SunGard Public Sector's obligations under this indemnification are Should a public records request be made for expressly conditioned on the following: (i) information the SunGard Public Sector claims is Customer must promptly notify SunGard Public proprietary in nature, Customer will, within a Sector of any such claim; (ii) Customer must in reasonable time, notify SunGard Public Sector of writing grant SunGard Public Sector sole control of such public records request. SunGard Public the defense of any such claim and of all Sector shall, within five (5) business days of said negotiations for its settlement or compromise (if notification provide notice that it does or does not Customer chooses to represent its own interests Page 6 of 30 SPS License 7/1/2010 in any such action, Customer may do so at its own expense, but such representation must not (c) Effect of Termination. Upon termination prejudice SunGard Public Sector's right to control of this Agreement by either party, Customer will the defense of the claim and negotiate its promptly return to SunGard Public Sector or (at settlement or compromise); (iii) Customer must SunGard Public Sector's request) will destroy all cooperate with SunGard Public Sector to facilitate copies of the Software, and will certify to SunGard the settlement or defense of the claim; (iv) the Public Sector in writing, over the signature of a claim must not arise from modifications or (with duly authorized representative of Customer, that it the express exception of the other Component has done so. Systems and third party hardware and software specified by SunGard Public Sector in writing as (d) Survival of Obligations. All obligations necessary for use with the Software) from the use relating to non-use and non-disclosure of or combination of products provided by SunGard Confidential Information and indemnity will survive Public Sector with items provided by Customer or termination of this Agreement. others. If any Component System is, or in SunGard Public Sector's opinion is likely to (e) Termination Without Prejudice to Other become, the subject of a United States copyright Rights and Remedies. Termination of this infringement claim, then SunGard Public Sector, Agreement will be without prejudice to the at its sole option and expense, will either: (A) terminating party's other rights and remedies obtain for Customer the right to continue using the pursuant to this Agreement. Component System under the terms of this Agreement; (B) replace the Component System 12. Non-Appropriation. SunGard Public Sector with products that are substantially equivalent in acknowledges that Customer is a governmental function, or modify the Component System so that entity, and the validity of this Agreement is based it becomes non-infringing and substantially upon the availability of public funding under the equivalent in function; or (C) refund to Customer authority of its statutory mandate. the portion of the license fee paid to SunGard Public Sector for the Component System(s) giving In the event that public funds are unavailable rise to the infringement claim, less a charge for and not appropriated for the performance of use by Customer based on straight line Customer's obligations under this Agreement, depreciation assuming a useful life of five (5) then this Agreement shall automatically expire years. THE FOREGOING IS SUNGARD PUBLIC without penalty to Customer immediately upon SECTOR'S EXCLUSIVE OBLIGATION WITH written notice to Customer of the unavailability and RESPECT TO INFRINGEMENT OF non-appropriation of public funds. It is expressly INTELLECTUAL PROPERTY RIGHTS. agreed that Customer shall not activate this non- appropriation provision for its convenience or to 11. Term and Termination. circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a (a) Right of Termination. A party has the substantial fiscal crisis. right to terminate this Agreement if the other party breaches a material provision of this Agreement. Customer believes that sufficient funds can be Either party has the right to terminate this obtained to pay all amounts due SunGard Public Agreement at any time while an event or condition Sector throughout the term of this Agreement and giving rise to the right of termination exists. To hereby covenants and agrees that it will make terminate this Agreement, the party seeking appropriate requests for budget appropriations for termination must give the other party notice that the fiscal years in amounts as specified herein. describes the event or condition of termination in Customer further agrees that said funds, once reasonable detail. From the date of its receipt of appropriated, will be maintained and expended for that notice, the other party will have thirty (30) the expressed purpose of acquiring from SunGard days to cure the breach to the reasonable Public Sector the services set forth herein. satisfaction of the party desiring termination. If the event or condition giving rise to the right of In the event of a change in the Customer's termination is not cured within that period, this statutory authority, mandate and/or mandated Agreement will automatically be deemed functions, by state and/or federal legislative or terminated at the end of that period. However, regulatory action, which adversely affects notice to SunGard Public Sector of a suspected Customer's authority to continue its obligations Defect will not constitute a notice of termination of under this Agreement, then this Agreement shall this Agreement. automatically terminate without penalty to Page 7 of 30 SPS License 7/1/2010 Customer upon written notice to SunGard Public without reference to the choice of laws provisions Sector of such limitation or change in Customer's thereof. If any provision of this Agreement is legal authority. illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions 13. Notices. All notices and other of the Agreement will remain in full force and communications required or permitted under this effect. The Parties agree that jurisdiction and Agreement must be in writing and will be deemed venue for any matter arising out of or pertaining to given when: Delivered personally; sent by United this Agreement shall be proper only in the state States registered or certified mail, return receipt and federal courts located in Orange County, requested; transmitted by facsimile confirmed by North Carolina and the Middle District of the State United States first class mail; or sent by overnight of North Carolina, United States of America, and courier. Notices must be sent to a party at its the Parties hereby consent to such jurisdiction and address shown on the first page of this venue. The Parties may agree to nonbinding Agreement, or to such other place as the party mediation of any dispute prior to the bringing of may subsequently designate for its receipt of such suit or action. notices. 14. Force Maieure. Neither party will be liable to 18. LIMITATIONS OF LIABILITY. the other for any failure or delay in performance under this Agreement due to circumstances (a) LIMITED LIABILITY OF SUNGARD beyond its reasonable control, including Acts of PUBLIC SECTOR. SUNGARD PUBLIC God, acts of war, accident, labor disruption, acts, SECTOR'S LIABILITY IN CONNECTION WITH omissions and defaults of third parties and official, THE SOFTWARE, ANY SERVICES, THIS governmental and judicial action not the fault of LICENSE OR ANY OTHER MATTER RELATING the party failing or delaying in performance. TO THIS AGREEMENT, EXCEPT FOR ANY LIABILITY ARISING OUT OF OR RELATED TO 15. Assignment. Neither party may assign any THE VIOLATION OF THIRD PARTY of its rights or obligations under this Agreement, INTELLECTUAL PROPERTY RIGHTS BY and any attempt at such assignment will be void SUNGARD PUBLIC SECTOR, WILL NOT without the prior written consent of the other party. EXCEED THE FEE THAT CUSTOMER For purposes of this Agreement, "assignment" will ACTUALLY PAID TO SUNGARD PUBLIC include use of the Software for benefit of any third SECTOR (OR, IF NO DISCRETE FEE IS party to a merger, acquisition and/or other IDENTIFIED IN EXHIBIT 1, THE FEE consolidation by, with or of Customer, including REASONABLY ASCRIBED BY SUNGARD any new or surviving entity that results from such PUBLIC SECTOR) FOR THE COMPONENT merger, acquisition and/or other consolidation. SYSTEM OR SERVICES GIVING RISE TO THE However, the following will not be considered "assignments" for purposes of this Agreement: LIABILITY. SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights (b) EXCLUSION OF DAMAGES. under this Agreement to SunGard Public Sector's REGARDLESS WHETHER ANY REMEDY SET successor by merger or consolidation or to any FORTH HEREIN FAILS OF ITS ESSENTIAL person or entity that acquires all or substantially all PURPOSE OR OTHERWISE, IN NO EVENT of its capital stock or assets; and SunGard Public WILL SUNGARD PUBLIC SECTOR BE LIABLE Sector's assignment of this Agreement to any TO CUSTOMER FOR ANY SPECIAL, person or entity to which SunGard Public Sector INCIDENTAL, OR CONSEQUENTIAL transfers any of its rights in the Software. DAMAGES,WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING 16. No Waiver. A party's failure to enforce its NEGLIGENCE), PRODUCT LIABILITY, OR rights with respect to any single or continuing OTHERWISE, AND WHETHER OR NOT breach of this Agreement will not act as a waiver SUNGARD PUBLIC SECTOR HAS BEEN of the right of that party to later enforce any such ADVISED OF THE POSSIBILITY OF SUCH rights or to enforce any other or any subsequent DAMAGE. breach. 17. Choice of Law; Venue; Severability. This (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT Agreement will be governed by and construed SUNGARD PUBLIC SECTOR HAS SET ITS under the laws of the State of North Carolina, Page 8 of 30 SPS License 7/1/2010 FEES AND ENTERED INTO THIS AGREEMENT understanding of the parties with respect to its IN RELIANCE UPON THE LIMITATIONS OF subject matter, and supersedes and extinguishes LIABILITY AND THE DISCLAIMERS OF all prior oral and written communications between WARRANTIES AND DAMAGES SET FORTH IN the parties about its subject matter. Any purchase THIS AGREEMENT, AND THAT THE SAME order or similar document which may be issued by FORM AN ESSENTIAL BASIS OF THE Customer in connection with this Agreement does BARGAIN BETWEEN THE PARTIES. not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is 19. Entire Agreement. This Agreement with signed by each party, and expressly provides that exhibits and attachments contains the entire it amends this Agreement. Page 9 of 30 SPS License 7/1/2010 EXHIBIT 1 Customer: Orange County, NC Emergency Services Delivery Address: 510 Meadowlands Drive, Hillsborough, NC 27278 SOFTWARE''2: Qty Part# Component System License Fee Computer Aided Dispatch 1 CAD-T4 BASE COMPUTER AIDED DISPATCH SYSTEM TIER-4 $ 83,655.00 8 CAD-CON-T4 ADD.CAD CONSOLE LICENSES (13 Total Consoles) 42,120.00 1 CAD-MAP FIRST CAD MAP DISPLAY AND MAP MAINTENANCE SOFTWARE LICENSE 5,990.00 12 CAD-MAPD-T4 ADDITIONAL CAD MAP DISPLAY LICENSE 37,800.00 1 MAP-CONVERTER MAP CONVERTER SOFTWARE 3,500.00 1 CAD-E911-T4 E911 INTERFACE MODULE-POP. TIER 4' 5,850.00 1 CAD-PG-T4 ALPHA NUMERIC PAGING MODULE 5,850.00 1 CAD-INT-PG SUNGARD OSSI'S INTERFACE TO PAGEGATE' 1,000.00 7 CAD-MRM-T4 CAD RESOURCE MONITOR DISPLAY LIC.(w Maps) 8,400.00 1 MCT-SWI-T14 MESSAGING SOFTWARE 20,000.00 1 MCT-SWI-S2S-T14 SWITCH TO SWITCH 7,000.00 13 MCT-MIS-T4 LAN CLIENT LICENSE FOR MESSAGE SWITCH 2,600.00 1 CAD-INT-FIREHOUSE FIREHOUSE RMS INTERFACE' 5,500.00 1 CAD-INT-EMSCH ZOLL PATIENT REPT INTERFACE' 7,500.00 1 CAD-RR-T4 RIP AND RUN PRINTING/FAXING MODULE 5,850.00 1 CAD-TONE-T4 STATION TONING MODULE 5,850.00 1 CAD-PQA-MED-T4 MEDICAL PROQA INTERFACE' 7,500.00 1 RMS-CAPLUS-T1 CRIME ANALYSIS PLUS.NET MODULE 5,700.00 1 CAD-INT-C2C CAD 2 CAD 7,000.00 1 MCT-AVL-HOST-T4 AVL SERVER HOST LICENSE 35,000.00 13 MCT-AVL-CAD-T14 CAD CLIENTAVL LICENSE 15,600.00 Mobile Computing-Application Software 1 MCT-BMS-T4 BASE MOBILE SERVER SOFTWARE 13,670.00 20 MCT-CLIENT-T4 MCT CLIENT-DIGITAL DISPATCH 14,000.00 20 MCT-MAP-T4 MCT CLIENT-MAPS 2,000.00 20 MCT-AVL-CLIENT-T4 MCT CLIENT-AVL 2,000.00 1 MCT-INT-ZOLL-T4 CAD INTERFACE TO ZOLL PATIENT CARE REPORTING SOFTWARE 5,700.00 Subtotal $ 356,635.00 DISCOUNT DISCOUNT $ (52,926.00) TOTAL LICENSE FEE $ 303,709.00 Notes to Software Table: 1 Interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor. 2 Note: Mobiles applications do not include AVL hardware. Page 10 of 30 SPS License 7/1/2010 SERVICES': Project Professional Part# Description Training Installation Management Services Implementation Conversion CAD Implementation Services 1 CAD-PROJ-MGM CAD PROJECT MANAGEMENT $ 25,920.00 1 CAD-INST BASE CAD SOFTWARE INSTALLATION $12,950.00 1 CAD-IMPL BASE CAD SOFTWARE IMPLEMENTATION $ 18,880.00 1 MCTSWI-INST INSTALLATION OF BASE MESSAGE SWITCH 2,800.00 1 MCTSWI-IMPL IMPLEMENTATION OF BASE MESSAGE SWITCH 1,400.00 1 CAD-MAP-CONV MAP BASED GEOFILE GENERATION $ 12,600.00 1 CAD-MNT-TRN CAD MAINTENANCE TRAINING $ 6,400.00 4 CAD-USR-TRN CAD USER TRAINING 25,600.00 1 CAD-TRN-CORE CORE TEAM SYSTEM ORIENTATION 12,800.00 1 CAD-REF-TRN CAD REFRESH AND RENEW TRAINING 6,400.00 5 CAD-PROF-ADD ADDITIONAL GO-LIVE SERVICES 6,400.00 1 CAD-PROF-ADD ADDITIONAL PROFESSIONAL SERVICES 1,280.00 1 RMS-AM-INST CA PLUS MODULE INSTALLATION 1,400.00 1 RMS-ADD-TRN CA PLUS MODULE TRAINING 1,280.00 Mobile Computing andAVL-ImplementationServices 1 MCT-PROJ-MGNT PROJECT MANAGEMENT SERVICES 6,080.00 1 MCT-BMS-INST INSTALLATION OF BASE MOBILE SERVER SOFTWARE 4,200.00 1 MCT-IMPL MOBILE IMPLEMENTATION SERVICES 7,000.00 1 MCT-M NT-TRN MCT MAINTENANCE TRAINING 1,280.00 2 MCT-USR-TRN MCT USER TRAINING 1,280.00 1 MCT-AVLSERV AVL INSTALLATION AND TRAINING 2,800.00 1 MCT-PROF-ADD ADDITIONAL PROFESSIONAL SERVICES 1,280.00 Disaster Recovery Software for CAD 2 ITCH-INSTALL-NVRFL Implementation Services for Neverfail Software 2,800.00 Data Backup Solution 1 TCH-INSTALL-BKUP Implementation Services for Data Backup Solution 1,400.00 Third Party Hardware,Software and Services 3 TCH-INSTALL-ONSITE On-Site Installation for Application Servers 4,200.00 Domain Controller 1 TCH-NTWKSERV Custom Network Implementation Services 5,000.00 TOTAL SERVICES FEE: 1$55,040.00 1$24,150.00 $ 32,000.00 $ B,960.001$ 40,680.00 1$ 12,600.00 Travel and Living Expenses(Not to Exceed) I I is 11,000.00 Notes to Services Table: ' Pricing is a good faith estimate based on the information available to SunGard Public Sector at the time of execution of this Agreement. The total amount that Customer will pay for these services (i.e., the "TOTAL SERVICES FEE")will vary based on the actual number of hours of services required to complete the services and shall not exceed $184,430 dollars based on the Services selected by Customer at the time of the execution of this Agreement. The amount listed above will change if additional services are necessitated by changed to project scope, or if Customer chooses additional services, software, or hardware following the execution of this Agreement, or if Customer otherwise fails to cooperate with SunGard Public Sector and/or perform its responsibilities as reasonable required through the course of the project. If required, additional services will be provided on a time and materials basis at hourly rates equal to SunGard Public Sector's then-current list price rates for the services at issue. (This space intentionally left blank) Page 11 of 30 SPS License 7/1/2010 PAY AGENCY PRODUCTS: Hardware& Qty. Part# Pay Agency Products Software CAD Application Server 2 HWR-SERV-APP-R Base Application Serer $ 12,540.00 2 THP-MS-WINSVRSTD Windows Serer 2008 R2 Standard Edition 1,140.00 3 THP-MS-SQLSTD-2CORE Microsoft SQL Serer 2012 Standard Edition 2-CPU Core License 8,487.00 Disaster Recovery Software for CAD 1 THP-NVRFL-SQL-2NODE Neverfail for SQL-Dual NODE License 18,000.00 1 HWR-DR-KIT DR LANIWAN Migration Kit 250.00 Message Switch Application Server 1 HWR-SERV-MSG-R Message Switch Application Server 4,214.00 1 THP-MS-WINSVRSTD Windows Server 2008 R2 Standard Edition 570.00 2 THP-MS-SQLSTD-2CORE Microsoft SQL Serer 2012 Standard Edition 2-CPU Core License 5,658.00 Data Backup Solution 1 HWR-SERV-UTIL-R Utility/Data Backup Server 5,681.00 1 THP-MS-WINSVRSTD Windows Server 2008 R2 Standard Edition 570.00 1 HWR-BACKUP-RCK Rack Mount Data Backup Solution 3,409.00 1 THP-SYM-BKPEXEC Symantec Backup ExecTm 2010 for Windows Servers w/1yr Combo 612.00 2 THP-SYM-BKAGT Symantec Backup Exec TM 2010 Agent for Windows Systems with first year of support. 742.00 1 THP-SYM-MEDIA Symantec Backup ExecTm 2010 and Agents Media Kit 33.00 Domain Controller 1 HWR-SERV-DC-R Windows Domain Controller 3,845.00 1 THP-MS-WINSVRSTD Windows Server 2008 R2 Standard Edition 570.00 Server Rack RackSolutions 1 HWR-CUSTOM Custom 2-post Rack Conversion 282.00 Call Taker/Dispatch Workstation 15 HWR-WS-CAD CAD Dispatch Workstation 21,630.00 15 HWR-MATROX M9120P Matrox M9120 Plus LP PCle x16 Video Card 4,965.00 Dell 22"Widescreen Flat Panel Monitor 30 HWR-DELL-22WFP 5,040.00 15 HWR-DELL-BUP1000 APC Power-Saving Back-UPS Pro 1000 1,860.00 Third Party Hardware,Software and Services 1 THP-PAGEGATE PageGate Network Paging Software 565.00 1 HWR-CUSTOM USRobotics 56K USB Faxmodem 61.00 1 HWR-CUSTOM 2 Year Replacement Plan for USRobotics USB Faxmodem 12.00 Pay Agency Products Totals $100,736.00 Notes to Pay Agency Products Table: 1 Actual shipping charges are additional and will be due upon delivery. Notwithstanding anything to the contrary, shipping cost will not exceed $1,000. Page 12 of 30 SPS License 7/1/2010 SUMMARY OF COSTS Price Component Systems $ 303,709.00 Services (Not to Exceed) 173,430.00 Pay Agency Products 100,736.00 Shipping (Pay Agency Products) Not to Exceed 1,000.00 Travel and Living Expenses (Not to Exceed) 11,000.00 Total $ 589,875.00 APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL E E ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TOT E CUSTOMER. The amounts noted above shall be payable as follows: License Fee: 100% on the Execution Date. Installation: On invoice, upon completion. Project Management: 100%on the Execution Date. Training Fees: On invoice, as incurred. Professional Services Fees: On invoice, as incurred. Conversion Fees: 100% on the Execution Date Implementation Services Fee: 50% on the Execution Date; 50% on invoice, upon completion. Pay Agency Products Hardware &Software Fee: 100% on the Execution Date EQUIPMENT: Host(s) or client server configurations) and/or combinations of host(s) and client server configuration(s) within the United States of America for which SunGard Public Sector supports the Software. Customer acknowledges that certain Component Systems of the Software may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the Customer's Equipment so that SunGard Public Sector can confirm that it is a configuration on which SunGard Public Sector supports use of the Software. NOTICE: To use any of the Software, Customer must also obtain, install on the Equipment and maintE in SunGard Public Sector-supported versions of certain software products and software/hardware peripherals. By this notice, SunGard Public Sector is advising Customer that Customer should cons ilt with its SunGard Public Sector Professional Services representative to obtain a written listing of su h necessary software products and software/hardware peripherals. General Project Conditions are as follows: GENERAL PROJECT CONDITIONS General Project Conditions -Applies to Entire Project Page 13 of 30 SPS License 7/1/2010 Item 1: This Agreement is based on the assumption that a Windows 2000 or higher Domain is already in place and functional. If this is not the case, the Customer is required to provide all necessary equipment and services for such implementation. Item 2: The Customer shall provide a certified TCP/IP network with all communications equipment and any other required components. The cabling of this network, installation of punch down panels, hubs, routers, etc. will be the responsibility of the Customer. Additionally, the Customer is responsible for acquiring software that is needed for monitoring and maintaining the network. Item 3: SunGard Public Sector always recommends the highest performance connection for all LAN and WAN connections. Listed below are SunGard Public Sector's recommendations in order of highest throughput: a. 1 Gb CAT5 (LAN)or Fiber(WAN) b. 100 Mb CAT5 (LAN) or Fiber(WAN) c. 10 Mb CAT5 (LAN) or Fiber(WAN) d. Line of Site Technology Item 4: If applicable, all RMS/JMS Workstations must be connected to a 10 Mb/sec or faster TCP/IP LAN. SunGard Public Sector recommends a 100 Mb/sec Switched LAN for optimum performance. Item 5: If applicable, all CAD Workstations must be connected to a dedicated 100 Mb/sec switched TCP/IP LAN. Item 6: The Customer is responsible for the physical placement of all CAD and/or RMS/JMS workstations and certifying that they are operational on the Customer's network. SunGard Public Sector will load our CAD and/or RMS/JMS software on up to five (5) CAD workstations and train the Customer on the loading process using all of the remaining workstations. Item 7: SunGard Public Sector's CAD Application Software interfaces with the E911 telephone switch via an RS-232 Serial Cable. The Customer must provide this cable (with accurate pin-outs)to connect their E911 ALI Controller's CAD Port to the SunGard Services Workstation's serial port. The maximum length of this cable is 50 feet. In the event that a single CAD Server is servicing multiple communication centers (one CAD Server and multiple E911 ALI sources), a SunGard Public Sector Services Workstation will be required for each PSAP for proper ALI functionality. The Customer must also provide SunGard Public Sector with accurate ALI interface data formats from their E911 Vendor. Item 8: In acquiring SunGard Public Sector's Message Switch and Mobile Software, the Customer is responsible for all of the associated costs for wireless, WAN and LAN communication with the local provider/State/NCIC networks. This may include the following: i. Dedicated Line ii. Any encryption to meet State and FBI requirements iii. DSU to State iv. Any wireless carrier charges and setup v. Any installation Charges vi. Recurring charges or costs vii. Surcharges by the State Page 14 of 30 SPS License 7/1/2010 Item 9: The Customer shall implement an Uninterruptible Power Supply(UPS) system for all servers and all CAD workstations. This can be at the machine level or at the site level. SunGard Public Sector recommends the use of an enterprise level Master UPS and external generator for full power backup. Item 10: SunGard Public Sector software is designed for use with laser jet printers for report output in order to utilize the wider margins available. Report output on non-laser printers (inkjet, dot-matrix, etc.) may be adequate, but is not guaranteed by SunGard Public Sector. Item 11: Virtual Environment Platform Infrastructure Overview. The server hardware may be made up of physical servers, virtual servers (using VMware ESX), or a combination of the two, provided, however, that following conditions apply. Customer and VMware are responsible for selecting the appropriate VMware application software and solution. VMware supports a set of certified operating systems and hardware. Customer and VMware are responsible for any interactions and/or issues that arise at the hardware or operating system layer as a result of their use of VMware. The use of a VMware virtual machine adds software overhead, which may impact performance or scalability. Any statements made by SunGard Public Sector on expected product performance on a hardware platform cannot be interpreted to apply to a virtual machine running on the same hardware platform. Customer must allocate at least an equivalent amount of virtualized resources to the OSSI systems in order to address performance issues. The VMware organization can provide information on how to tune your environment to maximize the performance within a virtual machine. If a performance issue is reported, the VMware layer, as well as the software, will be suspect in the research. Any research required on the VMware performance will be the responsibility of the Customer. SunGard Public Sector will use commercially reasonable efforts to investigate potential issues with OSSI software running in conjunction with VMware. Where issues are confirmed to be unrelated to the VMware software, SunGard Public Sector will support its software in a manner that is consistent with support provided when that software is running natively under the host operating system. Required and/or optional software vendors may not support VMware software. These vendors may require the issue to be reproduced independently from VMware software. DESCRIPTIONS: Part Number:CAD-T4 Description: BASE COMPUTER AIDED DISPATCH SYSTEM TIER-4 Long Description: Computer Aided Dispatch Includes: Single-Jurisdictional CAD for Police, Fire,and/or EMS Call Taking and Dispatching Functions Tabular Geo-File Subsystem(without maps) Business and Sites Subsystem Unit Recommendation Subsystem Premise/Alert and Hotspots Subsystems Five(5)Call Taker/Dispatcher Console Licenses ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-CON-T4 Description:ADD.CAD CONSOLE LICENSES(13 Total Consoles) Page 15 of 30 SPS License 7/1/2010 Long Description:An additional license,in addition to the number of console licenses in the base CAD system, is required for each call taker and dispatch console/workstation to operate SunGard Public Sector's CAD system. "Also includes 2 CAD Console training positions with maps and Message Switch LAN client at no additional cost ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-MAP Description:FIRST CAD MAP DISPLAY AND MAP MAINTENANCE SOFTWARE LICENSE Long Description:First OASIS Map Display and Map Maintenance Software License for a CAD Workstation Includes: Pin Mapping of Calls for Service Data Map Editing and Maintenance software(training not included) Map Display for One Workstation This does not include any GIS data,related attribute data,ortho photography or digitizing services. Should the Customer elect to maintain their maps with OASIS,they should use this license exclusively as a map editor and not as a CAD display license. Therefore,another CAD Map Display license would be required for the first CAD workstation. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-MAPD-T4 Description:ADDITIONAL CAD MAP DISPLAY LICENSE Long Description:An additional license, in addition to the number of map console licenses in the base CAD system,is required for each additional call taker and dispatch console/workstation to display maps with SunGard Public Sector's CAD system. Each license represents one workstation, not concurrent user. --------------------------------------------------------------------------------------------------------------- Part Number:MAP-CONVERTER Description:MAP CONVERTER SOFTWARE Long Description:This software converts ESRI based map data to a format useable by SunGard Public Sector's product line. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-E911-T4 Description: E911 INTERFACE MODULE-POP.TIER 4 Long Description:The E911 Interface allows CAD to communicate to the E911 controller's ANI/ALI serial port. The Customer must provide an RS232/serial cable(with accurate pin-outs)from their E911 ANI/ALI controller's CAD port to the CAD server's serial port. The Customer must also provide SunGard with accurate ANI/ALI interface data formats from their E911 vendor that defines the data stream characters and their stop and start positions. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-PG-T4 Description:ALPHA NUMERIC PAGING MODULE Long Description:The Alpha-Numeric Paging Module is designed to automatically send a alphanumeric page to responding units upon dispatch. In addition,the paging module supports the ability to send individual personalized messages to specific pagers directly from within CAD. The Paging Module requires all pagers being used to utilize the same paging service provider(Arch Paging,Verizon,etc). The provider must support the TAPI protocol. For speed efficiency,SunGard Public Sector recommends that Group paging be setup with a paging services provider that supports group paging. For example,a volunteer fire station will need to have a single group Pager Identifier Number(PIN)set up that will alert all firefighters for that specific station. Without Group paging the Paging Module would have to process each individual firefighters pager which could result in slow notification of all personnel. The Customer is required to provide a dedicated phone line and external modem for use by the Paging Module only. The Customer is also responsible for all items such as pagers,paging service fees,installation charges,required network,etc. For more dynamic paging solutions,SunGard Public Sector offers an interface between the Alphanumeric Paging Module and NotePage's PageGate software. This interface will provide solutions that include: Custom group paging Combinations of multiple paging service providers Support for multiple paging protocols that includes internet paging(SNPP&SMTP) Modem banking ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-INT-PG Description:SUNGARD PUBLIC SECTOR'S INTERFACE TO PAGEGATE Long Description:SunGard Public Sector's interface to NotePage, Inc.,PageGate software allows the CAD Paging Module to interface with the PageGate third party product. PageGate allows multiple paging service providers. This does not include the license fees(PageGate&ASCII Command Line interface)for the PageGate software. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-MRM-T4 Description:CAD RESOURCE MONITOR DISPLAY LIC.(w Maps) Long Description:CAD Resource Monitor(CRM)with maps is a limited read only version of CAD that allows the Customer to view CAD activity and various calls for service reports. CRM requires that the workstation be connected to minimally a 100 MB LAN. The quantity of one(1)means one workstation software license. To have this product with mapping functionality,base CAD maps must be operational with SunGard Public Sector's CAD System. ---------------------------------------------------------------------------------------------------------------- Part Number:MCT-SWI-T14 Description:MESSAGING SOFTWARE Page 16 of 30 SPS License 7/1/2010 Long Description:The Message Switch software includes a query interface from the SunGard application for workstation-to- Workstation messaging. Secondarily, it supports State/NCIC queries from the Data Entry window. Responses from the State come back to the user in the message queue. The Message Switch must run on Windows 2000 Server or higher, not a Workstation,due to Client Access License limitations of the workstation. The Message Switch supports basic queries. NOTE:Any State/NCIC data entry functions must be performed with state supplied software or technology. ---------------------------------------------------------------------------------------------------------------- Part Number:MCT-SWI-S2S-T14 Description:SWITCH TO SWITCH Long Description:The S2S(Switch to Switch)module is designed to route Message Switch traffic,including car to car messages, RMS Name queries,and RMS Vehicle queries between two or more independent Message Switch applications. This feature allows for external agency returns of local data with a single query. With S2S in place,an agency running NCIC/State queries will also query connected agency(s)'RMS database for matching Names and Vehicles and return those results as an external response message. This product requires TCP/IP connectivity between the respective Customers. This connectivity is the responsibility of each participating Customer. If a non-dedicated TCP/IP connection is chosen(i.e. internet connectivity),then a VPN solution is highly recommended for security reasons. All firewall and VPN connectivity between the Customers are the responsibility of the participating Customers. ---------------------------------------------------------------------------------------------------------------- Part Number:MCT-MIS-T4 Description: LAN CLIENT LICENSE FOR MESSAGE SWITCH Long Description:A client license is required for each CAD, RMS or JMS workstation connected to the Customer's LAN or WAN to access SunGard Public Sector's Message Switch. The Message Switch Client provides the following functions: Workstation-to-workstation messaging Mobile-to-workstation messaging(if mobile applications are licensed) SunGard Public Sector's standard State/NCIC queries ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-INT-FIREHOUSE Description: FIREHOUSE RMS INTERFACE Long Description:The Firehouse interface allows CAD to provide Firehouse software a one direction transfer of data for call incident number, units and associated times. SunGard Public Sector's CAD creates tables within a specified directory which Firehouse may then import into their application. Firehouse application software does not provide any data to CAD. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-INT-EMSCH Description:ZOLL PATIENT REPT INTERFACE Long Description:The Zoll interface allows OSSI CAD to send event data to the Zoll Charts Patient Care Reporting System. OSSI CAD sends specific data elements to Zoll as they occur throughout the life of the CAD event. This process gives EMS Charts access to the most current CAD data relating to an event. Pricing provided by SunGard is applicable to SunGard Data Systems only and specifically does not include any pricing proposed by any additional 3rd parties to implement the proposed solution. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-RR-T4 Description: RIP AND RUN PRINTING/FAXING MODULE Long Description:The Rip and Run Module allows for remote call notification reports(network printing,faxing,and email)at Fire/EMS stations. When units are dispatched,the station receives a Dispatch Report that includes(location, nature,x-streets,call taker notes, premise alerts,street notes,medical priority level,etc.).The customer can configure Rip and Run Module to send one Dispatch Report to each responding station or a Dispatch Report for each responding unit. When all units clear the call,each station dispatched will automatically receive a CAD Event Report containing the full radio and event log for the call. For printing,the Rip and Run Module requires each printer to be a network laser printer compatible with Windows 2000 or higher OS. Faxing requires a dedicated phone line,fax machine,and WinXP/WIN2003 faxing services. Emailing requires that the machine running the Rip and Run application be configured by the customer for Email support. Stations can be configured for either network printing,faxing or emailed reports. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-TONE-T4 Description:STATION TONING MODULE Long Description:The Station Toning Module is integrated with the agency's choice of a Zetron Model 25 or Model 26 encoder or Orbacom. When units are dispatched,CAD passes the key sequence codes to the unit that activates the paging system. The Customer must purchase and install the Zetron or Orbacom hardware equipment. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-PQA-MED-T4 Description:MEDICAL PROQA INTERFACE Long Description:SunGard Public Sector has developed an interface to ProQA's windows version of Medical Dispatch. SunGard Public Sector does not include the license fees for the ProQA software because the Customer normally acquires ProQA application Page 17 of 30 SPS License 7/1/2010 software direct from Priority Dispatch. Priority Dispatch also requires that all communicators be trained and certified on their ProQA product by a certified instructor. The Customer must acquire the training from Priority Dispatch. If the Customer already has ProQA,the Customer should verify that the ProQA release is compliant with SunGard Public Sector's supported release. ProQA software must be installed,tested and operational at all applicable workstations prior to SunGard Public Sector installing the CAD interface. ---------------------------------------------------------------------------------------------------------------- Part Number: RMS-CAPLUS-T1 Description:CRIME ANALYSIS PLUS.NET MODULE Long Description: Reach beyond elementary pin mapping with SunGard Public Sector's Crime Analysis Plus.NET. Users connect incident data with digital maps to perform robust analysis designed to meet your agency's crime analysis objectives. Get meaning from all of that data with a robust analysis toolbox that includes static and animated heat maps,statistical summaries and geographic summaries of incident data. Leverage base maps from Google, ESRI REST/WMS services, Bing,Yahoo and NOAA Weather Services to extend your location data resources.Through options to deploy Crime Analysis+desktop,lite or mobile versions the agency can organize and customize information into books and pages for each law beat,district,special project task force or workflow need to consume RMS or CAD data. Deployment of the Mobile version requires deployment to a Webserver that has IIS 5 or above,minimum 1 GHz Processor,and minimum 512 MB RAM. SunGard Public Sector's Technical department can provide server specs and pricing as needed. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-INT-C2C Description:CAD 2 CAD Long Description:The C2C(CAD to CAD)module is designed to transfer events between two independent SunGard Public Sector CAD systems. This is a powerful feature for a dispatch center that is handling an event and needs to route the event to another dispatcher center for action. In addition to call routing,other features of C2C include: Notification of completed transfer. Notification of transferred call dispatched. Notification of failed call transfer if the recipients C2C system is down. Notification of Nature Code change by originating agency. Transfer of remarks between C2C events. Relay of ProQA summary information (if used). Notification of ProQA response upgrades or downgrades. As a result of the functionality listed above,C2C creates a virtual single site dispatch center allowing for calls to be routed and notes added as if everyone was using one CAD system. This product requires TCP/IP connectivity between the respective Customers. This connectivity is the responsibility of each participating Customer. If a non-dedicated TCP/IP connection is chosen(i.e. internet connectivity),then a VPN solution is highly recommended for security reasons. All firewall and VPN connectivity between the Customers are the responsibility of the participating Customers. ---------------------------------------------------------------------------------------------------------------- Part Number: MCT-AVL-HOST-T4 Description:AVL SERVER HOST LICENSE Long Description:This is the CAD Server License of SunGard Public Sector's Automatic Vehicle Locator(AVL)software. ---------------------------------------------------------------------------------------------------------------- Part Number:MCT-AVL-CAD-T14 Description:CAD CLIENT AVL LICENSE Long Description:SunGard Public Sector's Automatic Vehicle Locator(AVL)software for the CAD workstation allows the communicator to view/track/find mobile units in the field. This product requires that the customer purchase maps. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-PROJ-MGNT Description:CAD PROJECT MANAGEMENT Long Description:CAD project management includes professional services from SunGard Public Sector for project coordination and project management. The project management fee also includes coordinating with the Customer's project manager all SunGard Public Sector related deliveries such as application software, implementation services,and scheduling of SunGard Public Sector's resources with the Customer. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-INST Description: BASE CAD SOFTWARE INSTALLATION Long Description:The CAD installation includes the installation of SunGard Public Sector's standard CAD application software on the Customer's server(s). This price includes the configuration of up to three(3)CAD workstations on the Customer's LAN for SunGard Public Sector's application software. SunGard Public Sector prefers the CAD server(s)to be shipped to SunGard Public Sector's office in High Point,NC to provide these services. Unless otherwise stated within the quote,the Customer will install and configure the operating system software(Windows 2000 or higher), install all 3rd party software(i.e.Veritas Open File Manager, PC Anywhere and FoxPro)on the respective file servers and Page 18 of 30 SPS License 7/1/2010 ~nmamtinoo using SunGard Public Sectors setup configuration. Customer uresponsible for installation and configuration ufthe Local Area Network. SunGard Public Sector can provide an optional quote to provide the above listed services. Part Number:[x\o'|MpL Description:BASE CAD SOFTWARE IMPLEMENTATION Long Description:The CAD Implementation includes Quality Assurance,Audits,and Go Live Assistance. QA services massist with the CAD implementation. Review Customer's data atSvnGand Public Sectors office during the project. Reviews occur/m1VY6.5o.&and oV%ofcompletion of the Customer building their CAD support files. Two(u)Sunoand professionals(1 QA and 1 Technical Services)to be on-site when the base CAD System goes live as determined by the project plan. -----'—'---'-----'--------- Part Number:MCT-Sw(ANGT Description:INSTALLATION OF BASE MESSAGE SWITCH Long Description:Installation and setup of SunGard Public Sector's Base Message Switch application software. The Message Switch must run un Windows oUOO Server o,higher. __________________________ _______________ Part Number:MCT-SaW|-iMpL Description:IMPLEMENTATION mp BASE MESSAGE SWITCH Long Description:One(1)day of technical services to configure for State Access and to conduct Maintenance Training. __ ________ Part Number: Description:MAP BASED GEOFILE GENERATION Long Description:This service includes: Programming and consulting services to assist the customer in generating the initial CAD Geo-File centerline in SunGard Public Sector's proprietary(OASIS)format. 11 Programming and consultation services to assist the customer in generating the initial polygon and general view layers in SunGard Public Sector's proprietary(OASIS)format. 1. Programming and consultation services to assist the customer in generating an ortho photography layer. Ortho photographs are aerial pictures that can be displayed as a mapping layer. SunGard will assemble the ortho tiles and create a reference database file that will be used by the SunGard product line, SunGard will install the ortho's on the clienVs CAD Server. Accepted ortho files formats are SID,TIFF,JPG and BMP. The customer is responsible for providing ortho source files to ^SunGard.Gun8and will perform three(3)detailed reviews nf the customer's centerline data atSuoGami Public Sector's offi:eduring project implementation. The of this review is to identify suspicious data h e customers centerline that may be of issue when used with CAD. Examples include missing ranges,overlapping addresses, reversed ranges,etc. The customer is provided with a summary report and supplemental Excel reports that help identify the suspicious data. These audits are only a tool to be used by the customer and are not intended to be a substitute for customer data testing and verification. Audits occur at 10%, 50%and 90%of project completion. Additional requested audits are subject to additional professional charges. Special Notes ^ S nGard supports converting EGR|EOO ESRI Shape or MapInfo source ue«w This service assumes the customer provides S nGovdeUm uiredG|8|avorsandaoaooiao:ddouae|ements(attnuvoedoto)pnu that GunGa,uia not required mprovide any digitizing services. This|uan estimate vf the services needed,m determine the final conversion costs SvnGand would need(n first evaluate the customers GiGdata. ^ All delays in the project caused by defects of data will be the sole responsibility of the Customer. SunGond shall not assume any liability for any and all errors associated with the converted GIS resources. ^ The customer is responsible to correct all errors and ensuring the accuracy of all GIS provided data. The customer in responsible\n digitize all required map layers to support the public safety G|G-uaaed CAD and RMS subsystems. '' The customer is responsible for the validation of all map line work,attribute information and related data as well as providing resources oo field verify all of the G|S data. NOTICE OF SUNGARD PUBLIC SECTOR'S DEPENDENCY ON CUSTOMER'S GIS DEPARTMENT: SunGard Public Sector's ability to provide conversion services relating to Geographic Information System(GIS),maps or geographic analysis,etc.is contingent on the Customer providing SunGard with the resources and data defined in SunGard Public Sector's CAD Map Resource Guide that is incorporated into this agreement as an Exhibit. The Customer shall provide SunGard with a centerline file that contains the following: Block ranges(address ranges are Street names Street prefixes Street suffixes Jurisdiction/City Code X/Y Coordinate Pairs for each street segment(referred to as ARCS by ARCINFO) Page 19 of 30 SPS License 7/l/2010 The Customer is responsible for the accuracy of the street inventory and for the accuracy of all attribute data associated with street segments.Examples of such accuracy include: Missing streets Missing street segments Missing intersections Errors in street names,street prefixes,street type,etc. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-MNT-TRN Description:CAD MAINTENANCE TRAINING Long Description:Training for key personnel and system administrators(4-6 people max.)responsible for system configuration (including setting codes to reflect agency business practices)and maintenance. Class duration=up to 4 days, plus one day for class preparation and follow-up. SunGard recommends scheduling this training at company headquarters in High Point,NC. If Customer requests on-site training, the Customer is responsible for setting up a suitable training environment following guidelines provided by SunGard. --------------------------------------------------------------------------------------------------------------- Part Number:CAD-USR-TRN Description:CAD USER TRAINING Long Description:Training for end-users(10 people max.)on base CAD. Topics include navigation,call-processing,dispatching, searching,and reporting. Class duration=up to 4 days plus one day for class preparation and follow-up. This Agreement is for 4 classes at this duration ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-TRN-CORE Description:CORE TEAM SYSTEM ORIENTATION Long Description: Provides a demonstration and discussion of the entire SunGard system purchased,focusing on information flow, system integration,and key configuration decisions to be made during the implementation. Intended for Customer's build team and key personnel responsible for decisions regarding the SunGard application configuration and workflows. Duration: up to 10 days Max Attendance: up to 10(more than 10 must be mutually agreed upon by SunGard and Customer) ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-REF-TRN Description:CAD REFRESH AND RENEW TRAINING Long Description:A SunGard Public Sector application specialist spends up to 5 days at the customer site to review the current configuration and data in CAD, identify potential changes,and assist the application administrator in implementing these changes and/or creating an action plan for the customer to implement over time. The goal is to identify updates and/or corrections to agency configuration and/or data entry practices that will improve efficiency and effectiveness of system operation. ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-PROF-ADD Description:ADDITIONAL GO-LIVE SERVICES Long Description:Services provided by SunGard Public Sector product or training specialists. Services may include but are not limited to add-on module training, refresher training,system analysis,or consulting ---------------------------------------------------------------------------------------------------------------- Part Number:CAD-PROF-ADD Description:ADDITIONAL PROFESSIONAL SERVICES Long Description:Services provided by SunGard Public Sector product or training specialists. Services may include but are not limited to add-on module training, refresher training,system analysis,or consulting ---------------------------------------------------------------------------------------------------------------- Part Number:RMS-AM-INST Description:CA PLUS MODULE INSTALLATION Long Description: Installation and setup of the CAD PLUS module. ---------------------------------------------------------------------------------------------------------------- Part Number:RMS-ADD-TRN Description:CA PLUS CA PLUS MODULE TRAINING Long Description:Training for Add-On RMS modules to include CA PLUS. ---------------------------------------------------------------------------------------------------------------- Part Number:MCT-BMS-T4 Description: BASE MOBILE SERVER SOFTWARE Long Description:Server license of SunGard Public Sector's Mobile Server Software to support up to 25 Mobile Units registered on the Message Switch(not concurrent mobile users). Mobile Server processes all mobile inquiries to SunGard Public Sector's CAD and RMS databases. ---------------------------------------------------------------------------------------------------------------- Part Number:MCT-CLIENT-T4 Description:MCT CLIENT-DIGITAL DISPATCH Long Description:Workstation license for the application software for the mobile unit allows the unit to receive and transmit digital (silent)dispatching,car-to-car and car-to-console messaging,premises and call information,magstripe reading(where available), perform local,State and NCIC queries,and receive search information and mugshots from RMS. Any additional hardware must be purchased separately. Page 20 of 30 SPS License 7/1/2010 Part Number:MCT-MAw-T4 MCT CLIENT-MAPS Long Description:Provides the ability for officers to view maps,automatically display the location ma CAD event,and view multiple layers m*the same map available mCAD. Maps also allow officers the ability tm pin map mobile search results. This module is a prerequisite for SunGard Public Sector's Automatic Vehicle Locator(AVQ Module. ------------------------------'------------'----'------'----- Part Number:MCT-vVL~cusmT-T4 Description:KxCT CLIENT'^VIL Long Description:oun6ard Public Sector's Automatic Vehicle Locator(A/L)software for the mobile computer allows the user to have a"moving map display"m the vehicle and transmit their location back mCAD. CAD users are able m display and track vehicles equipped with SunGo,d Public Sector's/u/ . ______________________________ ________ Part Number:MCT|wT-ZOLL-T4 Description:CAD INTERFACE TO ZOLL PATIENT CARE REPORTING SOFTWARE Long Description:CAD offers a one way interface with Zoll Patient Care Reporting Software CAD will publish detailed incident information inanXmL file that Zoll will retrieve and process for use within their product line,including delivery to the Zvn MCT. This line item is limited to SunGard Public Sector's interface. The purchase of Zoll's software, interface,and related wireless communications are the sole responsibility n[the customer. ____________________________________________________________ Part Number:MCFPnOJ-moNT oasnnpunnpnoJsoTwmmAGEMswTaEnv|Css Long Description: Includes professional services from SvnGuu1 Public Sector for management oversight and coordination with Uh Customer's project management,SunGard Public Sector's internal resources and any third party vendors. Includes coordinating with the Customer's Project Manager all SunGard Public Sector related deliveries such as application software,implementation services,and scheduling vf8unGavd Public Sector's resources with the Customer. � _'—_—_----_—''---_—'—_---'-----__—_---_—_—' ru�momhec��T'o�� \woT | ' Description: 0r BASE MOBILE SERVER SOFTWARE Long Description: Installation of the base mobile server software includes configuration,setup,and testing on Customer's server for mobile applications. Technical services for server build,ensure communications are working,connect to the message switch,and configure with mobile communications. Q*services for application support and configuration to other applications. Also includes Maintenance Training and the installation of the digital dispatch/Mobile Field Reporting application software on up to five<5>mobile computers. ---------'—' —' --------------'------'' Part Number:MCT-|MpL Description:MOBILE IMPLEMENTATION SERVICES Long Description:SunGard Public Sector technical services for MCT system/data verification after the system aummistmmrtnwioing and the code tables are built. This includes aSunGand Public Sector representative nnsite the day MCT goes live. Includes on-site Technical Services;Q8 testing prior to user training;and on-site g*|ive. Part Number:MCT-MNT-rRm Description:MCT MAINTENANCE TRAINING Long oeounp*i Training for d i and key personnel(4'V people mox,)responsible for system configuration (including setting codes reflecting agency business practices)and maintenance. Topics include set-up ufMCTnn the server and on laptops and selection n,system settings. Class duration~wpto1day. --------------------------_------- -------_------- _-------------- _ Part Number:MCT-uGR-TRw Description:MCT USER TRAINING Long Description:Training for end-users(10 people max.)on base MCT. Topics include viewing and updating unit status information,searching,and messaging. Does not include training on MFR. Class duration=up to 4 hours. Part Number:MCT-AVL-SERV Description:AVL INSTALLATION AND TRAINING Long Description:One day on-site for installation and training of AVL. Training includes instruction for system administrators(4-6 people max.)on setting up and maintaining AVL,as well as instruction for end-users(10 people max.)on using the application. Part Number:MCT-PROF-ADD Description:ADDITIONAL PROFESSIONAL SERVICES Long Description:Services provided by SunGard Public Sector product or training specialists. Services may include but are not limited to add-on module training, refresher training,system analysis,or consulting for all end-users and the system administrators. Page 21 of 30 SPS License 7/1/2010 Pay Agency&Pay Agency related SunGard Public Sector services Part Number:HWR-SERV-APP-R Description: Base Application Server Long Description:Dell PowerEdge R710(Rack Design) -(1)Intel®Xeon®E5645 2.40GHz, 12M Cache,5.86 GT/s QPI,6 Core -"`Single Processor Only- -12GB Memory(6x2GB), 1333MHz Single Ranked LV UDIMMs for 1 Proc,Optimized -PERC H700 Integrated RAID Controller,512MB Cache,x8 -Chassis for Up to Eight 2.5-Inch Hard Drives -(8)146GB 15K RPM Serial-Attach SCSI 6Gbps 2.5in Hotplug Hard Drive -Dual Two-Port Embedded Broadcom®NetXtreme 11 5709 Gigabit Ethernet NIC -Power Supply, Redundant,870W -(2)NEMA 5-15P-C14 Wall Plug,125V,15A,10 Ft.Power Cords for Redundant PSUs -(2)C13 to C14, PDU Style, 12 AMP, 13 Ft., Power Cords for Redundant PSUs -iDRAC6 Express -DVD ROM,SATA, Internal -Sliding Ready Rails With Cable Management Arm -Rack Bezel -3 Year ProSupport 4HR 7x24 Onsite:Non Mission Critical ---------------------------------------------------------------------------------------------------------------- Part Number:THP-MS-WINSVRSTD Description:Windows Server 2008 R2 Standard Edition Long Description:Microsoft Windows Server 2008 Standard Edition server license. Includes right to downgrade to Windows Server 2003, if necessary. --------------------------------------------------------------------------------------------------------------- Part Number:THP-MS-SQLSTD-2CORE Description:Microsoft SQL Server 2012 Standard Edition 2-CPU Core License Long Description:Microsoft SQL Server 2012 Standard Edition 2-CPU Core license for unlimited SQL connections. Physical servers will need licenses equivalent to the number of cores on all Processors. ---------------------------------------------------------------------------------------------------------------- Part Number:THP-NVRFL-SQL-2NODE Description:Neverfail for SQL-Dual NODE License Long Description: Neverfail software for site-to-site data replication.This configuration supports replicating data between two dual- processor servers running Windows Server 2003/2008.This product includes the Neverfail Low-Bandwidth Module to provide efficient data replication over WAN connections. This includes Neverfail for SQL annual maintenance for Dual-CPU servers for year 1. Annual Maintenance column depicts estimated Annual Maintenance of$3,600 that will be billed for year 2 and going forward. ---------------------------------------------------------------------------------------------------------------- Part Number:HWR-DR-KIT Description: DR LAN/WAN Migration Kit Long Description:The SunGard Neverfail Migration kit is used to migrate data from the source machine to the target machine during the initial Neverfail installation process. ---------------------------------------------------------------------------------------------------------------- Part Number:TCH-INSTALL-NVRFL Description: Implementation Services for Neverfail Software Long Description:The SunGard Neverfail Implementation Services include: -Server pair setup and configuration -Configuration of hardware on the customers network and domain -Perform Scope Analysis at customer site -Final OSSI software application cofigurations -SA Review and training to cover all hardware and software configurations. This Agreement is based on the assumption that a Windows 2000 or higher Domain is already in place and functional. If this is not the case,the Customer is required to provide all necessary equipment and services for such implementation. Services do not include Travel and Living. ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-SERV-MSG-R Description:Message Switch Application Server Long Description:Dell PowerEdge R610(Rack Design) -(1)Intel®Xeon®E5606 2.13GHz,8M Cache,4.8 GT/s QPI,4 Core -"Single Processor Only" -4GB Memory(2x2GB), 1333MHz Single Ranked UDIMMs Advanced ECC -PERC H700 Integrated RAID Controller,512MB Cache -Chassis for Up to Six 2.5-Inch Hard Drives -(4)146GB 15K RPM Serial-Attach SCSI 6Gbps 2.5in Hotplug Hard Drive -Dual Two-Port Embedded Broadcom®NetXtreme 11 5709 Gigabit Ethernet NIC -Intel@ Gigabit ET NIC, Dual Port,Copper,PCIe-4 -Power Supply, Redundant,717W Page 22 of 30 SPS License 7/1/2010 -(2)NEMA 5-15P-C14 Wall Plug,125V,15A,10 Ft. Power Cords for Redundant PSUs -(2)C13 to C14, PDU Style, 12 AMP, 13 Ft., Power Cords for Redundant PSUs -iDRAC6 Express -DVD ROM,SATA, Internal -Sliding Ready Rails With Cable Management Arm -Rack Bezel -3 Year ProSupport 4HR 7x24 Onsite: Non Mission Critical ---------------------------------------------------------------------------------------------------------------- Part Number:THP-MS-WINSVRSTD Description:Windows Server 2008 R2 Standard Edition Long Description:Microsoft Windows Server 2008 Standard Edition server license. Includes right to downgrade to Windows Server 2003, if necessary. ---------------------------------------------------------------------------------------------------------------- Part Number:THP-MS-SQLSTD-2CORE Description:Microsoft SQL Server 2012 Standard Edition 2-CPU Core License Long Description:Microsoft SQL Server 2012 Standard Edition 2-CPU Core license for unlimited SQL connections. Physical servers will need licenses equivalent to the number of cores on all Processors. ---------------------------------------------------------------------------------------------------------------- Part Number:HWR-SERV-UTIL-R Description: Utility/Data Backup Server Long Description:Dell PowerEdge R710(Rack Design) -(1)Intel®Xeon®E5606 2.13GHz,8M Cache,4.8 GT/s QPI,4C -""Single Processor Only- -8GB Memory(2x4GB) 1333MHz Dual Ranked LV RDIMMs for 1 Proc -PERC H700 Integrated RAID Controller,512MB Cache,x8 -Chassis for Up to Eight 2.5-Inch Hard Drives -(2)146GB 15K RPM SAS 6Gbps Hotplug Hard Drive(RAID 1) -(6)50OGB 7.2K RPM Near-Line SAS 6Gbps HotPlug Hard Drive(RAID 5+1) -Dual Two-Port Embedded Broadcom®NetXtreme 11 5709 Gigabit Ethernet NIC -Energy Smart Power Supply,Redundant,570W -2x NEMA 5-15P-C14 Wall Plug,125V,15A,10 Ft. Power Cords for Redundant PSUs -iDRAC6 Express -DVD ROM,SATA, Internal -Sliding Ready Rails With Cable Management Arm -Rack Bezel -3 Year ProSupport 4HR 7x24 Onsite:Non Mission Critical ---------------------------------------------------------------------------------------------------------------- Part Number:THP-MS-WINSVRSTD Description:Windows Server 2008 R2 Standard Edition Long Description:Microsoft Windows Server 2008 Standard Edition server license. Includes right to downgrade to Windows Server 2003, if necessary. ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-BACKUP-RCK Description: Rack Mount Data Backup Solution Long Description: PV114X,LTO4-120 Tape Rack Enclosure 6Gb SAS HBA,Dual Port Rapid Rails for Dell Rack (1)LTO4-120 800GB/1.6TB Tape Media 10 Pack (1)LTO-4 Cleaning Cartridge 3Yr. Basic Support(Next Business Day Onsite) ---------------------------------------------------------------------------------------------------------------- Part Number:THP-SYM-BKPEXEC Description:Symantec Backup ExecTm 2010 for Windows Servers w/1yr Combo Long Description: Base data backup and recovery software.Provides centralized administration and managment of backup and recovery functions for the entire network. ---------------------------------------------------------------------------------------------------------------- Part Number:THP-SYM-BKAGT Description:Symantec Backup ExecTm 2010 Agent for Windows Systems with first year of support. Long Description: Backup Agent for Windows Systems Optimizes data transfers for 32-and 64-bit remote Windows servers for faster backups Protects open files on local or remote servers while in use Automates server disaster recovery for local and remote tape-based environments to quickly get your business back on track. Provides continuous disk-based protection,with point-in-time snapshots,while eliminating file server backup windows ---------------------------------------------------------------------------------------------------------------- Part Number:THP-SYM-MEDIA Description:Symantec Backup ExecTm 2010 and Agents Media Kit Long Description: Media Kit for VERITAS Backup Exec 12 software and its agents. ---------------------------------------------------------------------------------------------------------------- Part Number:TCH-INSTALL-BKUP Description: Implementation Services for Data Backup Solution Long Description: Installation of the Data Backup Solution components. Page 23 of 30 SPS License 7/112010 The Data Backup Solution is to be installed on a customer designated backup server.SunGard recommends using a domain controller or a file and print server and not a SunGard OSSI Application server. ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-SERV-DC-R Description:Windows Domain Controller Long Description:Dell PowerEdge R610(Rack Design) -(1)Intel(D Xeon®E5606 2.13GHz,8M Cache,4.8 GT/s QPI,4C -8GB Memory(2x4GB), 1333MHz Dual Ranked LV RDIMMs for 1 Proc,Advanced ECC -PERC H700 Integrated RAID Controller,512MB Cache -Chassis for Up to Six 2.5-Inch Hard Drives -(3)300GB 10K RPM 6Gbps SAS 2.5in Hotplug Hard Drive(RAID 1+1) -Dual Two-Port Embedded Broadcom®NetXtreme 11 5709 Gigabit Ethernet NIC -Energy Smart Power Supply, Redundant,502W -2x NEMA 5-15P-C14 Wall Plug,125V,15A,10 Ft. Power Cords for Redundant PSUs -iDRAC6 Express -DVD ROM,SATA, Internal -Sliding Ready Rails With Cable Management Arm -Rack Bezel -3 Year ProSupport 4HR 7x24 Onsite: Non Mission Critical ---------------------------------------------------------------------------------------------------------------- Part Number:THP-MS-WINSVRSTD Description:Windows Server 2008 R2 Standard Edition Long Description:Microsoft Windows Server 2008 Standard Edition server license. Includes right to downgrade to Windows Server 2003,if necessary. ---------------------------------------------------------------------------------------------------------------- Part Number:TCH-NTWK-SERV Description:Custom Network Implementation Services Long Description: Installation,configuration and training of Windows 2008 Active Directory. This installation is limited to no more than two Windows 2008 servers designated as domain controllers in one physical location. SUNGARD PUBLIC SECTOR will configure a single domain with default domain objects, DNS and DHCP with input from the customer to include Organizational Units and Groups. Training is to include explanation of directory services,domain configuration and creation of users and domain objects(one day maximum). Any additional cable installation or configuration of network devices connecting to external resources is not included with this service. This Windows 2008 Domain implementation only pertains to the SUNGARD PUBLIC SECTOR software and associated hardware. Any other software or hardware products(i.e.Motorola radio system,ANI/ALI,etc.)that depend on a Windows Domain must be migrated by the customer or the customer's vendor. ---------------------------------------------------------------------------------------------------------------- Part Number:HWR-CUSTOM Description: RackSolutions Custom 2-post Rack Conversion Long Description:7U,2Post Conversion Kit ---------------------------------------------------------------------------------------------------------------- Part Number:HWR-WS-CAD Description:CAD Dispatch Workstation Long Description: Dell Precision T3500 Mini-Tower -Genuine Windows®7 Professional, No Media,32-bit,English -Dual Core Intel®Xeon®W3505 2.53GHz,4M L3,4.8GT/s -4GB, 1333MHz, DDR3 SDRAM, NECC(2 DIMM) -30OGB SATA, 10K RPM Hard Drive with 16MB DataBurst CacheTm -256MB NVIDIAO Quadro0 NVS 295,2MON,2 DP w/2 DP to DVI Adapters -Integrated Ethernet NIC -16X DVD-ROM with Cyberlink Power DVD -Dell Dell AX210 Speakers -Dell USB Keyboard and Optical Mouse w/Scroll -3 Year ProSupport and 3 Year NBD Onsite Service ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-MATROX-M9120P Description:Matrox M9120 Plus LP PCIe x16 Video Card Long Description:Matrox M9120 Plus LP PCIe x16 Video Card with 512MB of graphics memory to be used for CAD Workstations with 2 digital or 3-4 analog monitors".This card requires an available PC[Express expansion slot.Compatible with both Low Profile and Full Height configurations. A 3-4 analog monitor configuration requires the optional Quad-Monitor upgrade cable(PN:CAB-L60-4XAF) ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-DELL-22WFP Page 24 of 30 SPS License 7/1/2010 Description: Dell 22"Widescreen Flat Panel Monitor Long Description: Dell Professional E2211 H 21.5-inch Widescreen Flat Panel Monitor with Tilt/Pivot/Swivel/Height Adjustable Stand and 3 Year Warranty. ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-DELL-BUP1000 Description:APC Power-Saving Back-UPS Pro 1000 Long Description:Workstation class UPS for use with the CAD dispatch/calltaker workstation by APC®. ---------------------------------------------------------------------------------------------------------------- Part Number:TCH-INSTALL-ONSITE Description:On-Site Installation for Application Servers Long Description:The SunGard Onsite Implementation Services include: -Configuration of hardware on the customers network and domain -Final third party application configurations -Admin Review and training to cover all hardware and software configurations. This Agreement is based on the assumption that a Windows 2003 or higher Domain is already in place and functional. If this is not the case,the Customer is required to provide all necessary equipment and services for such implementation. Services do not include Travel and Living. ---------------------------------------------------------------------------------------------------------------- Part Number:THP-PAGEGATE Description: PageGate Network Paging Software Long Description: PageGate Software is a third party product provided by NotePage, Inc.,that allows for multiple paging service providers to be used with SunGard's OSSI CAD Paging Module.This package includes a 5,000 users license and the command Line ASCII Front End. The Customer is responsible for the following: -Providing a Com Port with modem and a dedicated phone line -Paging providers must support TAPI protocol -Obtain paging service from one or more providers -Obtain the access numbers for sending alpha pages to the different paging providers -Verifying TAPI protocol support from all page providers -Build and configure all pagers inside of PageGate -Build and configure pagers with units in CAD -Consideration to group paging should be considered to reduce paging time SunGard is not responsible for the warranty or maintenance of this product. The manufacture's warranty applies. ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-CUSTOM Description:USRobotics 56K USB Faxmodem Long Description:High-performance V.92 modem -Simple USB Plug and Play installation -Hot-swappable(installs/uninstalls automatically) -Bus-powered so it doesn't require an external power supply -Send and receive faxes through your computer Windows Server 2008 Compatible with driver from manufacturer. ---------------------------------------------------------------------------------------------------------------- Part Number: HWR-CUSTOM Description:2 Year Replacement Plan for USRobotics USB Faxmodem Long Description:Coverage begins after manufacturer's warranty expires,Expect replacement to arrive in 3-5 business days, Customer support available 24/7-Coverage provided by Service Net ---------------------------------------------------------------------------------------------------------------- Number of Software Supplements Attached: 3 Page 25 of 30 SPS License 7/1/2010 GIS SOFTWARE SUPPLEMENT Customer is solely responsible for providing SunGard Public Sector with accurate and complete data in connection with any Component Systems and SunGard Public Sector services relating to Geographic Information Systems("GIS"), maps or other geographic analysis. Customer must provide SunGard Public Sector with accurate GIS resources and accurate data in an ASCII EOO format file or Shape (SHP)format file for street centerlines containing: • Block ranges (address ranges are required) • Street names • Street prefixes • Street suffixes • Jurisdiction/City Code • X/Y Coordinate pairs for each street segment(referred to as"ARCS" by ARCINFO) Customer, and not SunGard Public Sector, is solely responsible for the accuracy of Customer's street inventory and all attribute data associated with street segments. Common data errors and inaccuracies include: • Missing streets • Missing street segments • Missing intersections • Errors in street names, street prefixes and street type Without limiting Customer's obligation to provide accurate data, SunGard Public Sector will return to Customer a list of the logical errors discovered by SunGard Public Sector when Customer's street inventory and attribute data are reviewed by SunGard Public Sector's editing/data validation utility tool ("Validation Tool"). The Validation Tool checks for the following logical errors: • Address range undershoots • Address range overshoots • Missing street names • Missing street ranges Customer, and not SunGard Public Sector, is solely responsible for correcting all errors and ensuring the accuracy of all GIS provided data. Customer is additionally responsible to digitize all required map layers to support the Public Safety GIS-based CAD and RMS subsystems. Page 26 of 30 SPS License 7/1/2010 DATA ACCESS SUBSCRIPTION SUPPLEMENT 1. Additional Definitions. ^Agency^ means any law enforcement organization thmthomta an Agency Database un its own computer system and that makes its Agency Database available for query d retrieval access by other law enforcement agencies having a public service interest in obtaining the information contained on that Agency Database. "Agency Database" means a compilation of data related to law enforcement, public safety or emergency aotivities, events or veoondo, mode available by an Agency for namobe, electronic access. Each Agency maintains sole control over the nature and extent of aonema to its own Agency Databases. "Data Sharing Network" means the combination of hardware, software and Agency Databases that enable Agencies ho exchange data electronically through Internet protocols. "Security System" means the combination of a User ID, an Agency Code and a password that uniquely identifies each individual using the Data Sharing Network, and that ia required in order for such individual to obtain access to the Server and Agency Databases via the Server. "Server" means the computer system maintained and operated by SunGard Public Sector, and through which Users obtain remote access to Agency Databases. "User" nneona Custorner, and includes for purposes of this Supplement the User'a employees � and agents ona "need to know" basis. Where the Exhibit 1to which this Supplement isattached � identifies o limitation on the number of "Sworn C)Mioena.^ the term "User" shall mean only that quantity of sworn police officers or State/NCIC query-certified officers employed by User. For the avoidance of doubt, no license is deemed granted to any person rneaUnQ the definition of "User" other than Customer itself. The right that any other User acting for on behalf ofCustomer has pursuant ho this Supplement ia derivative of Customer's right ofuse. 2' Access Subscription to Data Sharing Network. In connection with Customer's license to use the RK8S Component S he as otherwise provided for in the uabomor. as the ^User.^ io also obtaining a subscription bo access and use the Data Sharing Network, subject hothe following additional terms and restrictions: m' For the term provided for in Section 2(b) below, Customer will have the right to access the Server to participate in and use the Data Sharing Network. Customers subscription to use the Data Shoring Network (the "Subscription") permits Cunburnmr to send queries and to receive information from Agency Databases made available by other participating Agencies. |n connection with the GubscripUVn:; i. User may create on-line or printed naportsofinh)rmaUomnatrievmdfnomAgencyDobabaoms. and reproduoa, nefo,mnot, print, display and distribute internally such reports, consistent with Users normal internal procedures. iL Notwithstanding the foregoing, User is prohibited from copying, distributing urdisplaying any information obtained from the Data Sharing Network for commercial aa|e, nediatribudon, broadcast or tnanafer, or to otherwise use such information in breach of any duty of confidentiality or privacy; and further, User is prohibited from allowing any other person or entity from using the information in any manner that is prohibited by the terms of this iii. User shall not, nor authorize or enable anyone else to, access the Server or use the Software or Data Sharing Network except as expressly permitted in this Supplement. Page 27 of 30 SPS License 7/1/2010 b. The Subscription will be co-terminus with the term during which Customer is a subscriber to "Improvements" for the Baseline RMS Component Systems pursuant to the Software Maintenance Agreement entered into by the parties on or about the Execution Date. For the avoidance of doubt, neither Customer nor any User having access to the Data Sharing Network pursuant to Customer's Subscription will have any right to access the Data Sharing Network if Customer is no longer a subscriber to Improvements for the Baseline RMS Component Systems pursuant to the Software Maintenance Agreement. 3. Security System. User has sole responsibility and liability for the use and security of all user IDs, Agency Codes and passwords provided by it to any individual. User will comply with all policies and procedures established by SunGard Public Sector from time to time related to the issuance, validation and use of individual passwords. User will promptly notify SunGard Public Sector of the identity of the individual assigned to a particular password, of the cancellation or expiration of a password, and of the loss or misuse of any password or other Security System element. All passwords are subject to cancellation or suspension by SunGard Public Sector at any time and without notice, if SunGard Public Sector has reason to believe that a password has been or is being utilized in any manner or for any purpose not expressly authorized under this Supplement. 4. Services. Each Agency Database and all information available through the Data Sharing Network is created by and is under the care, custody and control of, the individual Agencies that makes the same available to the Data Sharing Network. SUNGARD PUBLIC SECTOR DISCLAIMS ALL RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE CONTENT OF ANY AGENCY DATABASE OR RETRIEVED INFORMATION, FOR ITS ACCURACY, COMPLETENESS OR TIMELINESS OR FOR ANY DELAY OR NON-AVAILABILITY OF THE DATA SHARING NETWORK OR ANY DATA THEREIN. USER ACCEPTS SOLE RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS AND TIMELINESS OF SUCH CONTENT, FOR ITS AVAILABILITY AND FOR ANY USE TO WHICH IT IS PUT OR RESULTS OBTAINED THEREFROM. CUSTOMER AGREES AND UNDERSTANDS THAT SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY INFORMATION USED, ACCESSED OR PLACED ON ANY AGENCY DATABASE, AND SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION THEREWITH. 5. User Responsibilities. a. User is responsible for procuring, installing, and operating the individual computers used to access the Server, for providing a proper physical environment and remote access for such computers, for obtaining and installing an SunGard Public Sector-approved firewall and security system, for securing a dedicated Internet connection sufficient to meet User's data access needs and for providing such training and ongoing support services for individual users. b. User is solely responsible for adopting and maintaining procedures and security measures in connection with its use of the Data Sharing Network, any Agency Databases that it maintains, and in connection with any Agency Databases that it accesses. SunGard Public Sector has no responsibility and/or liability whatsoever for any: (1) security breaches or unauthorized access to the Data Sharing Network or to User's system, (2) interruption, delay, errors, or omissions of or in any Agency Database, or the results thereof, including (without limitation) examination and confirmation of data prior to use thereof, (3) provision for identification and correction of errors and omissions, (4) preparation and storage of backup data, and (5) replacement or reconstruction of lost or damaged data or media. User is advised to maintain alternative procedures for obtaining, as needed, information otherwise available through the Data Sharing Network. Page 28 of 30 SPS License 7/1/2010 c. User is responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any information or data obtained through the Data Sharing Network, including without limitation any confidentiality or privacy requirements subject to the provisions in Section 9 of the Agreement. d. User shall not permit any third party to access or use the Software provided by SunGard Public Sector, nor shall User decompile, disassemble or reverse engineer any of the Software or data structures utilized by the Data Sharing Network or permit any third party to do so. e. User warrants and represents that it has sufficient right and authority to grant SunGard Public Sector and other users access to its Agency Databases, to cooperate with SunGard Public Sector, as necessary, in the performance of this Agreement and to authorize and permit SunGard Public Sector to perform all work required to allow the Data Sharing Network access to User's Agency Databases (if applicable according to Section 6). 6. Agency Database Sharing. As part of the Subscription, Customer, as User, agrees to make its Agency Databases available to the Data Sharing Network. User shall host such Agency Databases on its server and shall cooperate if and when SunGard Public Sector, at its sole discretion, implements minor modifications reasonably required to provide Agency Database compatibility with and accessibility to the Data Sharing Network. Notwithstanding the foregoing, this Section 6 is not applicable where User has purchased a Non-RMS (view only) license and shall not be sharing any data on the P2P network (querying data from other agencies only). Notwithstanding anything to the contrary, User grants SunGard Public Sector permission to use the information contained in User's Agency Database to demonstrate solely to other law enforcement personnel the capabilities of the Data Sharing Network for purposes of increasing the number of departments utilizing the Data Sharing Network. Page 29 of 30 SPS License 7/1/2010 PAY AGENT SUPPLEMENT 1. Additional Definitions. "Pay Agency Products" means the products and services of those vendors (in each case, a"Vendor")that are identified in an Exhibit 1 (the"Pay Agency Products"). 2. Pay Agent Designation. Customer designates SunGard Public Sector as Customer's pay agent for data processing related purchases and acquisitions, for the sole and exclusive purpose of allowing SunGard Public Sector, on behalf of Customer, to make payment to each Vendor for Customer's procurement of the Pay Agency Products under the terms and conditions of agreements (each a "Vendor Agreement") to be executed and made by and between Customer and Vendor. Customer covenants and agrees that it will promptly take all actions reasonably necessary to effect such designation of SunGard Public Sector as Customer's pay agent as provided for in this Section 2; and SunGard Public Sector covenants and agrees that, promptly after receipt of payment from Customer, SunGard Public Sector will make payment to each Vendor for Customer's procurement of the Pay Agency Products. 3. Pay Agency Products Procurement. SunGard Public Sector will, as soon as reasonably practicable, obtain for Customer, as Customer's pay agent, the Pay Agency Products from the Vendor, FOB Vendor's place of business, for use by Customer in each instance pursuant to the applicable Vendor Agreement. SunGard Public Sector will remit payments made to SunGard Public Sector by Customer promptly upon customary terms for the Pay Agency Products to the Vendor on behalf of Customer. CUSTOMER IS HEREBY ADVISED THAT VENDOR, AND NOT SUNGARD PUBLIC SECTOR, ASSUMES ALL RESPONSIBILITY FOR AND LIABILITY IN CONNECTION WITH THE PAY AGENCY PRODUCTS. SUNGARD PUBLIC SECTOR IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ARE BINDING UPON VENDOR OR TO ENGAGE IN ANY OTHER ACTS THAT ARE BINDING UPON VENDOR, EXCEPTING SPECIFICALLY THAT SUNGARD PUBLIC SECTOR IS AUTHORIZED TO REPRESENT THE FEES FOR THE PAY AGENCY PRODUCTS AS THE SAME IS PROVIDED FOR IN EXHIBIT 1 AND TO ACCEPT PAYMENT OF SUCH AMOUNTS FROM CUSTOMER ON BEHALF OF VENDOR. IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE DEEMED TO HAVE TAKEN TITLE OR ANY SIMILAR RIGHT OR INTEREST IN OR OF ANY PAY AGENCY PRODUCTS IN THE CHAIN OF DISTRIBUTION TO CUSTOMER,AND TITLE OR SUCH SIMILAR RIGHT OR INTEREST IN OR TO THE PAY AGENCY PRODUCTS WILL BE DEEMED TO VEST IN CUSTOMER ONLY AS OTHERWISE PROVIDED FOR IN THE VENDOR AGREEMENT. 4. Term of Pay Agencv. SunGard Public Sector's status as Customer's pay agent will expire promptly after SunGard Public Sector remits payment of the Pay Agency Products license fee to Vendor on behalf of Customer. 5. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED,WITH REGARD TO THE PAY AGENCY SOFTWARE. ALL WARRANTIES (IF ANY) ARE PROVIDED TO CUSTOMER BY VENDOR. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. EXCEPT FOR ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE VENDOR PURSUANT TO THIS AGREEMENT, SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE PAY AGENCY SOFTWARE. IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Page 30 of 30 SPS License 7/1/2010 This instrument has been proved s to technical content. Frank R. Montes de Oca, Depart ent Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Co ntr ct. J)" Office of the Finance Director i i stru n has been approved as to form and legal sufficiency. O ice of th County Att rney THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the Execution Date. SunGard Public Sector and Customer have entered into a Software License and Services Agreement dated as of the Execution Date (the "License Agreement") for the Software. Customer desires that SunGard Public Sector 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. Incorporation By Reference. Sections 1 enough information to enable SunGard Public Sector (Definitions), 6 (Payments) 8 (Confidential to replicate the deviation on a computer configuration Information), 9 (North Carolina Public Records that is both comparable to the Equipment and that is Act) and 10 through 17, inclusive (Indemnity under SunGard Public Sector's control. by SunGard Public Sector; Non-Appropriation, Notices, Force Maieure, Assignment, No "Enhancements" means general release (as Waiver and Choice of Law; Venue: opposed to custom) changes to a Baseline Severability, respectively) of the License Component System or Custom Modification which Agreement are incorporated into this increase the functionality of the Baseline Component Agreement by this reference as fully as if System or Custom Modification in question. written out below. If any provision incorporated by reference from the License "Improvements" means, collectively, Agreement conflicts with any provision of this Maintenance, Enhancements and New Releases Agreement, the provision of this Agreement provided under this Agreement. will control. "Maintenance" means using reasonable efforts 2. Additional Definitions. to provide Customer with avoidance procedures for or corrections of Defects. The hours during which Maintenance will be provided for each Component "Contract Year" means, with respect to System, the targeted response times for certain each Baseline Component System and defined categories of Maintenance calls for each Custom Modification, each one (1) year period Component System and Custom Modification, and beginning on the Execution Date or the other details and procedures (collectively, the anniversary thereof, and ending one (1) year "Maintenance Standards") relating to the provision of thereafter. Maintenance for each Component System and Custom Modification are described in attached Exhibit 2. "Custom Modification" means a change that SunGard Public Sector has made at "New Releases" means new editions of a Customer's request to any Component Baseline Component System or Custom Modification, System in accordance with a SunGard Public as applicable. Sector-generated specification, but without any other changes whatsoever by any person "Notification" means a communication to or entity. Each Custom Modification for which SunGard Public Sector's help desk by means of: (i) SunGard Public Sector will provide Customer SunGard Public Sector's web helpline; (ii) the with Improvements is identified in Exhibit 1. placement of a telephone call; or(iii) the sending of an e-mail, in each case, in accordance with SunGard "Defect" has the meaning ascribed to Public Sector's then-current policies and procedures that term in the License Agreement, and for submitting such communications. further, with regard to each Custom Modification, means a material deviation 3. Services. between the Custom Modification and the SunGard Public Sector-generated (a) Types of Services. During the term of this specification and documentation for such Agreement, SunGard Public Sector will provide Custom Modification, and for which Defect Customer with Maintenance for, Enhancements of, Customer has given SunGard Public Sector and New Releases of each Baseline Component Page 2 of 7 SPS Maintenance 7/1/2010 System and each Custom Modification will also reimburse SunGard Public Sector for all identified in Exhibit 1. charges incurred in connection with accessing Equipment. Payment of reimbursable expenses shall (b) Limitations. All Improvements will be be subject to the provisions of Section 6(a)(ii) of the part of the applicable Baseline Component License Agreement, incorporated into this Agreement System/Custom Modification, and will be by this reference as fully as if written out below. subject to all of the terms and conditions of the License Agreement and this Agreement. (c) Taxes. Customer is responsible for paying all Customer must provide SunGard Public taxes (except for taxes based on SunGard Public Sector with such facilities, equipment and Sector's net income or capital stock) relating to this support as are reasonably necessary for Agreement, the Improvements, any services provided SunGard Public Sector to perform its or payments made under this Agreement. Applicable obligations under this Agreement, including tax amounts (if any) are NOT included in the fees set remote access to the Equipment. forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must 4. Payment and Taxes. provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of (a) Maintenance Fees. For the Customer's direct payment of such tax amounts to the Improvements, Customer will pay SunGard applicable taxing authority, SunGard Public Sector will Public Sector the amount provided for in invoice Customer for and Customer will pay to Exhibit 1 as the"Payment Amount" for the first SunGard Public Sector all such tax amounts. Contract Year. For each Contract Year subsequent to the initial Contract Year, S.Term. This Agreement will remain in full force Improvements fees are subject to change and and effect throughout the initial Contract Year. After will be specified by SunGard Public Sector in an the initial Contract Year, this Agreement will renew for annual invoice which shall be communicated to an additional Contract Year unless, at least ninety (90) Customer at least ninety (90) days prior to the days prior to the expiration of the initial Contract Year, expiration of the initial or subsequent renewal term. Customer notifies SunGard Public Sector in writing of Notwithstanding, Improvement Fee increases shall Customer's intent not to renew the Agreement for the not exceed two percent (2%) plus the percentage second Contract Year. After the second Contract of increase in the CPI-U published on each anniversary of the Agreement, over the CPI-U as Year, this Agreement will automatically be extended published twelve months prior to such anniversary for consecutive Contract Years on a year-to-year basis date. "CPI-U" as used herein means the unless either party notifies the other in writing of its Consumer Price Index - All Urban Consumers, intent not to extend this Agreement for any particular which index is published monthly by the U.S. Baseline Component System/Custom Modification at Department of Labor, Bureau of Labor Statistics least ninety (90) days prior to the expiration of the (or any successor agency that shall issue then-current Contract Year. increases and decreases in the cost of living), using 1982-1984 dollars as one hundred percent 6. Disclaimer of Warranties. Customer agrees and (100%)for a base. understands that SUNGARD PUBLIC SECTOR Fees for Improvements for a Baseline MAKES NO WARRANTIES WHATSOEVER, Component System/Custom Modification are EXPRESSED OR IMPLIED, WITH REGARD TO ANY due on the first day of the first month of the IMPROVEMENTS AND/OR ANY OTHER MATTER Contract Year for that Baseline Component RELATING TO THIS AGREEMENT, AND THAT System/Custom Modification. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF (b) Additional Costs. Customer will also MERCHANTABILITY AND FITNESS FOR A reimburse SunGard Public Sector for actual PARTICULAR PURPOSE. FURTHER, SUNGARD travel and living expenses that SunGard PUBLIC SECTOR EXPRESSLY DOES NOT Public Sector incurs in providing Customer WARRANT THAT A COMPONENT SYSTEM, ANY with Improvements under this Agreement, with CUSTOM MODIFICATION OR ANY reimbursement to be on an as-incurred basis. IMPROVEMENTS WILL BE USABLE BY Such travel and living expenses will be CUSTOMER IF THE COMPONENT SYSTEM OR governed by SunGard Public Sector's CUSTOM MODIFICATION HAS BEEN MODIFIED Corporate Travel and Expense BY ANYONE OTHER THAN SUNGARD PUBLIC Reimbursement Policy, will be invoiced on a SECTOR, OR WILL BE ERROR FREE, WILL monthly basis in arrears and due within thirty OPERATE WITHOUT INTERRUPTION OR WILL BE (30) days from the date of invoice. Customer Page 3 of 7 SPS Maintenance 7/1/2010 COMPATIBLE WITH ANY HARDWARE OR IMPROVEMENTS FOR THE YEAR THAT SUCH SOFTWARE OTHER THAN THE LIABILITY ARISES. EQUIPMENT. (b) EXCLUSION OF DAMAGES. 7. Termination. A party has the right to REGARDLESS OF WHETHER ANY REMEDY SET terminate this Agreement if the other party FORTH HEREIN FAILS OF ITS ESSENTIAL breaches a material provision of this PURPOSE OR OTHERWISE, IN NO EVENT WILL Agreement. Either party has the right to SUNGARD PUBLIC SECTOR BE LIABLE TO terminate this Agreement at any time while an CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR event or condition giving rise to the right of CONSEQUENTIAL DAMAGES, WHETHER BASED termination exists. To terminate this ON BREACH OF CONTRACT, TORT (INCLUDING Agreement, the party seeking termination NEGLIGENCE), PRODUCT LIABILITY, OR must give the other party notice that describes OTHERWISE, AND WHETHER OR NOT SUNGARD the event or condition of termination in PUBLIC SECTOR HAS BEEN ADVISED OF THE reasonable detail. From the date of its receipt POSSIBILITY OF SUCH DAMAGE. of that notice, the other party will have thirty (30) days to cure the breach to the reasonable (c) BASIS OF THE BARGAIN. CUSTOMER satisfaction of the party desiring termination. ACKNOWLEDGES THAT SUNGARD PUBLIC If the event or condition giving rise to the right of termination is not cured within that period, SECTOR HAS SET ITS FEES AND ENTERED INTO then the party seeking to terminate this THIS AGREEMENT IN RELIANCE UPON THE Agreement can effect such termination by LIMITATIONS OF LIABILITY AND THE providing the other party with a termination DISCLAIMERS OF WARRANTIES AND DAMAGES notice that specifies the effective date of such SET FORTH IN THIS AGREEMENT,AND THAT THE termination. Termination of this Agreement SAME FORM AN ESSENTIAL BASIS OF THE will be without prejudice to the terminating BARGAIN BETWEEN THE PARTIES. party's other rights and remedies pursuant to this Agreement. 9. Entire Agreement. This Agreement including any exhibits and attachments contains the entire 8. LIMITATIONS OF LIABILITY. understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral (a) LIMITED LIABILITY OF SUNGARD and written communications between the parties about PUBLIC SECTOR. SUNGARD PUBLIC its subject matter. Any purchase order or similar SECTOR'S LIABILITY IN CONNECTION document which may be issued by Customer in WITH THE IMPROVEMENTS OR ANY connection with this Agreement does not modify this OTHER MATTER RELATING TO THIS Agreement. No modification of this Agreement will be AGREEMENT WILL NOT EXCEED THE effective unless it is in writing, is signed by each party, FEES THAT CUSTOMER ACTUALLY PAID and expressly provides that it amends this Agreement. TO SUNGARD PUBLIC SECTOR FOR THE Page 4 of 7 SPS Maintenance 7/1/2010 EXHIBIT 1 Customer: Orange County, NC Emergency Services CONTRACT YEAR: Execution Date(or anniversary thereof)through one year thereafter Improvements for the initial Contract Year are provided at no charge. The "Initial Payment Amount' in the table below represents the Improvements fee for the second Contract Year, and is payable only if Customer elects to extend the term of the Agreement through the second Contract Year, as provided for in Section 5,Term. Initial Payment Qty Part# Component System Amount Support Type Computer Aided Dispatch 1 CAD-T4 BASE COMPUTER AIDED DISPATCH SYSTEM TIER-4 13,384.00 7x24 8 CAD-CON-T4 ADD.CAD CONSOLE LICENSES(13 Total Consoles) 6,739.00 7x24 1 CAD-MAP FIRST CAD MAP DISPLAY AND MAP MAINTENANCE SOFTWARE LICI 958.00 7x24 12 CAD-MAPD-T4 ADDITIONAL CAD MAP DISPLAY LICENSE 6,048.00 7x24 1 MAP-CONVERTER MAP CONVERTER SOFTWARE 560.00 7x24 1 CAD-E911-T4 E911 INTERFACE MODULE-POP.TIER 4 936.00 7x24 1 CAD-PG-T4 ALPHA NUMERIC PAGING MODULE 936.00 7x24 1 CAD-INT-PG SUNGARD OSSI'S INTERFACE TO PAGEGATE 160.00 7x24 7 CAD-MRM-T4 CAD RESOURCE MONITOR DISPLAY LIC.(w Maps) 1,344.00 7x24 1 MCT-SWI-T14 MESSAGING SOFTWARE 3,200.00 7x24 1 MCT-SWI-S2S-T14 SWITCH TO SWITCH 1,120.00 7x24 13 MCT-MIS-T4 LAN CLIENT LICENSE FOR MESSAGE SWITCH 416.00 7x24 1 CAD-INT-FIREHOUSE FIREHOUSE RMS INTERFACE 880.00 7x24 1 CAD-INT-EMSCH ZOLL PATIENT REPT INTERFACE 1,200.00 7x24 1 CAD-RR-T4 RIP AND RUN PRINTING/FAXING MODULE 936.00 7x24 1 CAD-TONE-T4 STATION TONING MODULE 936.00 7x24 1 CAD-PQA-MED-T4 MEDICAL PROQA INTERFACE 1,200.00 7x24 1 RMS-CAPLUS-T1 CRIME ANALYSIS PLUS.NET MODULE 912.00 7x24 1 CAD-INT-C2C CAD 2CAD 1,120.00 7x24 1 MCT-AVL-HOST-T4 AVL SERVER HOST LICENSE 5,600.00 7x24 13 MCT-AVL-CAD-T14 CAD CLIENT AVL LICENSE 2,496.00 7x24 Mobile Computing-Application Software 1 MCT-BMS-T4 BASE MOBILE SERVER SOFTWARE 2,187.00 7x24 20 MCT-CLIENT-T4 MCT CLIENT-DIGITAL DISPATCH 2,240.00 7x24 20 MCT-MAP-T4 MCT CLIENT-MAPS 320.00 7x24 20 MCT-AVL-CLIENT-T4 MCTCLIENT-AVL 320.00 7x24 1 MCT-INT-ZOLL-T4 CAD INTERFACE TO ZOLL PATIENT CARE REPORTING SOFTWARE 912.00 7x24 PAYMENT AMOUNT(2nd Contract Year) I$ 57,060.00 Improvements fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are being remitted Improvement fees for any Contract Year subsequent to the second full Contract Year are subject to change and will be specified by SunGard Public Sector in an annual invoice. Improvement fees are subject to change and will be specified by SunGard Public Sector in an annual invoice which shall be communicated to Customer at least ninety(90) days prior to the expiration of the initial or subsequent renewal term. Notwithstanding, Improvement Fee increases shall not exceed two percent (2%) plus the percentage of increase in the CPI-U published on each anniversary of the Agreement, over the CPI-U as published twelve months prior to such anniversary date. "CPI-U" as used herein means the Consumer Price Index-All Urban Consumers, which index is published monthly by the U.S. Department of Labor, Bureau of Labor Statistics (or any successor agency that shall issue increases and decreases in the cost of living), using 1982-1984 dollars as one hundred percent (100%) for a base. 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, SunGard Public Page 5 of 7 SPS Maintenance 7/1/2010 Sector 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 6 of 7 SPS Maintenance 7/1/2010 EXHIBIT 2 Maintenance Standards I. Hours During Which SunGard Public Sector'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, 7:00 A.M. to 6:00 P.M. Customer's Local Time within the continental United States, excluding holidays("5x11"). II. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard Public Sector 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 SunGard Public Sector"Telephone Support" hour occurring after SunGard Public Sector's receipt of the Notification: Priprrty gDescriptron .; Response Goal* Resolution Goal* Urgent A support issue shall be considered Urgent when it SunGard Public Sector Although resolution 1 produces a Total System Failure;meaning SunGard has a stated goal to times vary depending on Public Sector's Component Systems are not performing respond within 60 the exact issue and a process that has caused a complete work stoppage. minutes of the issue customer environment, being reported and have SunGard Public Sector a resolution plan within has a stated goal to 24 hours. resolve an urgent issue within 24 hours OR provide a resolution Critical A support issue shall be considered Critical when a SunGard Public Sector plan with urgent issues 2 critical failure in operations occurs;meaning SunGard has a stated goal to Within hours of the Public Sector's Component Systems are not performing respond within two issue beei ng reported. a critical process and prevents the continuation of basic hours of the issue being A resolution plan details operations. Critical problems do not have a reported. the steps necessary to workaround.This classification does not apply to understand and possibly intermittent problems. resolve the issue. Non- A support issue shall be considered Non-Critical when SunGard Public Sector Critical a non critical failure in operations occurs;meaning has a stated goal to 3 SunGard Public Sector's Component Systems are not respond within four performing non-critical processes,but the system is still hours of the issue being usable for its intended purpose or there is a reported. workaround. Minor A support issue will be considered Minor when the SunGard Public Sector 4 issue causes minor disruptions in the way tasks are has a stated goal to performed,but does not affect workflow or operations. respond within 24 This may include cosmetic issues,general questions, hours of the issue being and how to use certain features of the system. reported. "Measured from the moment a Case number is created. As used herein a "Case number"is created when a) SunGard Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard Public Sector's online support portal, and b) when SunGard Public Sector's support representative assigns a case number and conveys that case number to the Customer. Page 7 of 7 SPS Maintenance 7/1/2010 i SunGard Public Sector Inc. 4400 OSSI Ct-HighPoint,NC 27265- Phone:336-885-0911-Fax:336-885-5329-Email:mmarfm @ossiusa.com SUNGARD® Add-On Quote Date Quote# Acct Mgr PUBLIC SECTOR 09/26/12 NIFGMQ2524 Mike Martin Quote Prepared For: j Orange County Emergency Management Kevin Medlin 510 Meadowlands Drive Hillsborough,NC 27278 j Phone:919-245-6139 CAD Ops Center-Add-On October Contract Signing Incentive for Commissioner Approval on October 2,and receipt by SUNGARD of a signed SUNGARD Master License Agreement on or before October 5,2012 Fy Part Number Product Description ru" nit Price Extended Annual Price Maintenance CAD Application Software 1 INT-OPSCAD OPS CAD $20,000.00 $20,000.00 $3,200.00 OpsCAD is a browser-based application that provides remote view-only access to the Customer's SunGard Computer Aided Dispatch system. The application provides a secure method for the Customer to view open/active calls,available/active units,and search event history. If the Customer's SunGard CAD system has maps,then the active calls can be displayed graphically on a remote map. This application must tun on a dedicated server with no other applications.Must include a server that has IIS 5 or above,minimum 1 GHz Processor,and minimum 512 NIB RANI. SunGard's Technical department will provide server specs and pricing as needed. SubTotal: $20,000.00 CAD Implemenation Services 1 INT-PROD-MGNT PROJECT MANAGEMENT SERVICES $1,280.00 $1,280.00 $0.00 Includes professional services from SunGard for management oversight and coordination with the Customers project management,SunGard's internal resources and any third party vendors. Includes coordinating with the customer's project manager all SunGard related deliveries such as application software,implementation services,and scheduling of SunGard's resources with the customer. 1 INT-OPS-TRN OPCENTER TRAINING $1,280.00 $1,280.00 $0.00 Training for end-users(up to 10 people)on OpCenter. Topics include viewing CAD and/or R1\1S data. Class duration=I day. 1 INT-OPS-INST OPCENTER INSTALLATION $2,800.00 $2,800.00 $0.00 Includes one day of installation for SunGard's OpCenter application. SubTotal: $5,360.00 I i �I I I t Qty Part Number Product Description Unit Price Extended Annual Price Maintenance 1 DISCOUNT DISCOUNT -$25,360.00 -$25,360.00 $0.00 This quote is valid until 10/05/12 Total: $0.00. roz$3,200.00 r The products and services described herein are provided under the terms and conditions of the Software License and Services Agreement and the Software Maintenance Agreement executed between the parties hereto. I Accepted: Orange County Emergency Management i Signature Date Printed Name f- I I i i l i i 9/26/2012 09:51:20 w�9UNGiARD'PUBLIC SECTOR MFGNIQ2524 Page 2 of 2 OSSI i