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HomeMy WebLinkAbout2017-158-E ES - Bradshaw Consulting Services, Inc. to increase deployment efficiency of ES services DocuSign Envelope ID:77803446-26E8-4424-B300-15F947931 AE8 MASTER SOFTWARE LICENSE AND SUPPORT AGREEMENT Between Orange County EMS and Bradshaw Consulting Services,Inc. THIS AGREEMENT is made this 4th day of May , 2017 (the "Effective Date"), by and between Orange County EMS ("Licensee"), and Bradshaw Consulting Services, Inc., a South Carolina corporation ("BCS"). Recitals Licensee desires to license from BCS certain software products and related documentation as described in such written Schedules(as defined below)as may be agreed upon by the Parties in accordance with the terms of this Agreement,and BCS desires to license to Licensee such software products and related documentation. The license arrangement may, but need not, include installation and implementation of one or more computer programs,creation or provision of related printed material,as well as other development,support and maintenance services,all as may be described in appropriate Schedules to this Agreement. Agreement In consideration of the foregoing Recitals (which received by the receiving Party from a third party who are incorporated herein) and the mutual covenants and is not under an obligation of confidentiality; or(iv)is agreements contained herein, the Parties hereto agree as independently developed by the receiving Party follows: without reference to or use of the other Party's Confidential Information. 1. Definitions. 1.4 Defect. "Defect" means the failure of the The following terms, when used in this Agreement, Licensed Products to perform in all material respects shall have the following meanings: in accordance with the Documentation or to perform in all material respects in accordance with such other 1.1 Agreement. "Agreement" shall mean this warranties, descriptions and specifications as may be document and all exhibits referenced herein and set forth herein or in a Schedule hereto. attached hereto,and any and all Schedules entered into hereunder. 1.5 Documentation. "Documentation" shall mean any and all written or electronic documentation 1.2 Annual Maintenance Fee. "Annual furnished or generally made available to licensees by Maintenance Fee" shall mean the annual maintenance BCS relating to the Software, including the fee for the Licensed Products,if any. Specifications and any operator's, user's or training manuals. 1.3 Confidential Information. "Confidential Information" shall mean, with respect to a Party 1.6 Installation Site. "Installation Site", if hereto,all information or material which: (i)gives that applicable, shall mean the site where the Licensed Party some competitive business advantage or the Products are to be installed. opportunity of obtaining such advantage, or the disclosure of which could be detrimental to the 1.7 Intellectual Property. "Intellectual interests of that Party; and (ii)which is (A)marked Property" shall mean all inventions (whether or not "Confidential," "Restricted," or "Proprietary protectable under patent laws), works of authorship, Information" or other similar marking, (B)known by information fixed in any tangible medium of the Parties to be considered confidential or proprietary, expression(whether or not protectable under copyright or (C)which should be known or understood to be laws), moral rights, mask works, trademarks, trade confidential or proprietary by an individual exercising names, trade dress, trade secrets, know-how, ideas reasonable commercial judgment in the circumstances. (whether or not protectable under trade secret laws), Confidential Information does not include information concepts, techniques and all other subject matter to the extent that such information: (i)is or becomes protectable under patent, copyright, moral right, mask generally known to the public by any means other than work, trademark, trade secret, or other laws, including a breach of the obligations of a receiving Party without limitation all new or useful art, combinations, hereunder; (ii)was previously known to the receiving discoveries, formulae, manufacturing techniques, Party as evidenced by its written records;(iii)is rightly 1 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 business methods, technical developments, artwork, maintain any Third-Party Software license during the software,programming,applets,scripts,and designs. course of this Agreement. Licensee shall use any Third-Party Software without any additional fees or 1.8 License Fee. "License Fee" shall mean the charges. applicable license fee for the Licensed Products. 1.20 Updates. "Updates" means Software issued 1.9 Licensed Products. "Licensed Products" by BCS to its licensees that have an agreement for shall mean the Software described in each Schedule, maintenance or support in effect and current on the Documentation for the Software. payments for said maintenance.Updates include major and minor upgrades to the BCS software, bug fixes, 1.10 Maintenance Services. "Maintenance corrections and other similar modifications. Services"has the meaning set forth in Section 4.3. 2. Grant and Scope of License. 1.11 Party. "Party" shall mean the "BCS" or "Licensee,"individually as the context so requires;and 2.1 Grant of License. BCS has the right to and "Parties" shall mean the "BCS" and "Licensee," hereby grants to Licensee a perpetual, non-exclusive collectively. license to use those Licensed Products described on each Schedule for its normal business purposes, 1.12 Personnel. "Personnel" shall mean and commencing upon the delivery to Licensee of such include a Party's directors,officers,employees,agents, Licensed Products and continuing thereafter until auditors,consultants,outsourcers and subcontractors. terminated in accordance with the provisions of this Agreement or the applicable Schedule. With respect to 1.13 Proprietary Information. "Proprietary any license designated on the applicable Schedule as a Information" and "Proprietary Data" shall have the seat license, such license shall only apply to the same meaning as Confidential Information. number of seat licenses purchased under such Schedule. 1.14 Schedule. "Schedule" shall mean each 2.2 Schedules. Each Schedule, when executed schedule executed by Licensee and BCS. by an authorized representative of both Parties, shall constitute a separate agreement and each such 1.15 Scheduled Delivery Date. Scheduled Schedule incorporates therein all of the terms and Delivery Date" shall mean the date the Licensed conditions of this Agreement. The Parties shall work Products are scheduled to arrive at the Installation Site together to ensure that each Schedule is consecutively pursuant to the applicable Schedule. numbered to facilitate identification and includes, to the extent applicable, those particulars set forth in the 1.16 Service Bureau Arrangement. "Service Schedule attached hereto and such other terms and Bureau Arrangement" means any alTangement conditions as the Parties may wish to include. whereby Licensee makes the Software available to third parties for a fee to allow such third parties to 2.3 Use Limitations. Licensee agrees that except enjoy the benefits of the Software. to the extent permitted herein, as permitted by applicable copyright law, or as permitted in a 1.17 Software. "Software" shall mean BCS's Schedule,it will not modify, de-compile, disassemble, proprietary software, in machine-readable, compiled or reverse engineer the Software,in whole or in part. object code format only(unless otherwise specified in a schedule), including any Updates but excluding any 2.4 Copies. Licensee may make such additional Third Party Software. copies of each of the Licensed Products as it reasonably requires to use the Licensed Products, and 1.18 Specifications. "Specifications" shall mean for back-up testing, disaster recovery or archival the standard published specifications for the Software, purposes, and shall be entitled to keep copies of the together with other mutually agreed to specifications Licensed Products off Licensee's premises for for the Software as identified in a Schedule. purposes of safekeeping, without payment of an additional license fee therefor. 1.19 Third Party Software. "Third Party Software" shall mean any computer programs or 2.5 Title. As between BCS and Licensee, BCS Intellectual Property developed or owned by third retains title to the Licensed Products and associated parties that are incorporated into the Software or Intellectual Property provided by it hereunder and BCS provided by BCS to Licensee for use with the does not convey any proprietary interest therein to Software. BCS warrants and represents that it has Licensee other than the licenses and rights as specified authority to license or sublicense any Third-Party herein. Title to the media on which the licensed Software incorporated in the Software to Licensee. materials are recorded shall pass to Licensee on BCS further warrants and represents that it shall delivery. 2 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 2.6 Updates. BCS shall provide Updates to 4.2 Installation. Unless otherwise specified on a Licensee of any Software licensed or sublicensed Schedule, Licensee is fully responsible for installation hereunder at no additional charge so long as Licensee of the Licensed Products. continues to acquire and pay for maintenance or support services with respect to such Software. All 4.3 Maintenance Services. Maintenance and Updates provided hereunder shall be provided with support services for the Licensed Product any Documentation applicable thereto. BCS shall also ("Maintenance Services") may be purchased by provide Licensee with any Updates to Third-Party Licensee as set forth on the applicable Schedule. Software at actual cost. Maintenance Services shall be provided in accordance with the Maintenance Agreement attached hereto as 3. Fees,Invoice and Payment. Exhibit C. Maintenance Services shall be provided on an automatic, annual renewable term basis for up to 3.1 Fees. If applicable, BCS may invoice seven years. BCS shall notify Licensee thirty (30) Licensee for the Maintenance Service fees for the days prior to any automatic renewal to allow Licensee initial Maintenance Service after execution of the the option to decline the automatic renewal("Notice of Maintenance Agreement. BCS may invoice Licensee Renewal"). No automatic renewal shall be valid for any other charges payable under this Agreement unless BCS has sent Notice of Renewal to Licensee. after the occurrence of the event giving rise to the payment obligation underlying the invoice. 4.4 Training. Training services are included for the Licensed Product and shall be provided in 3.2 Invoices. Each invoice shall describe the accordance with the Training Methodology attached Licensed Products for which the invoice has been hereto as Exhibit D. forwarded to Licensee. Licensee will pay such invoices within thirty (30) days after receipt. Unless Warranties. otherwise specified in the Schedule,all payments shall be in United States dollars. 4.5 Defects. BCS represents and warrants that for any period in which Licensee has purchased Maintenance Services, the Software: (i)shall be free 3.3 Taxes. All fees are exclusive of all taxes, from any Defects; (ii)as delivered to Licensee duties or levies, however designated or computed. hereunder, shall operate on or with the hardware and Licensee shall be responsible for and pay all taxes operating environment identified in the applicable based upon the use of BCS Products, or the program Schedules and Exhibits, if any; and(iii) the Software storage media, or upon payments due under this will perform according to the documentation provided Agreement including, but not limited to, sales, use, or by BCS and any specifications agreed to by the parties. value-added taxes, duties, withholding taxes and other BCS further represents and warrants that the Licensed assessments now or hereafter imposed on or in Products will perform and operate as presented in the connection with this Agreement or with any Documentation supplied with the products. Maintenance Agreement granted hereunder, exclusive of taxes based upon BCS's net income. In lieu thereof, Licensee shall provide to BCS a tax or other levy 4.6 Correction of Defects. In the event of exemption certificate acceptable to the taxing or other discovery of any Defect, Licensee agrees to provide levying authority. BCS with sufficient detail to allow BCS to verify and reproduce the error, and BCS shall use commercially reasonable diligence consistent with highest industry 3.4 Reimbursable Expenses. To the extent standards to correct such Defect. BCS is not applicable, BCS will be reimbursed for expenses that responsible for any error in a Licensed Product that are reasonable and warranted and in accordance with Licensee has modified without BCS's consent. BCS policies so long as such expenses are approved in writing by Licensee. 4.7 Documentation. BCS represents and 4. Delivery and Installation and Maintenance and warrants that the Documentation for the Software provided by BCS will be complete and accurate in all Training. material respects. 4.1 Delivery. BCS agrees to deliver the 4.8 Viruses. BCS represents and warrants that Licensed Products on the Scheduled Delivery Date to the Software, including any Updates, will upon the applicable Installation Site. In the event that BCS delivery to Licensee be free from any viruses,malware fails to deliver the Licensed Products to Licensee on or other destructive code. the Scheduled Delivery Date, Licensee may withhold any current or future payments owed to BCS until BCS completes delivery. 4.9 Infringement. BCS represents and warrants that neither the Software nor services provided by BCS hereunder will infringe the patents,copyrights or other intellectual property rights of any third party. 3 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 4.10 Performance of Services. BCS represents Indemnified Party to participate in such settlement or and warrants that all services provided by BCS to defense through counsel chosen by Indemnified Party, Licensee, if any, (including without limitation any provided that the fees and expenses of any such installation, support, training, and Maintenance counsel so chosen by Indemnified Party shall be borne Services) will be performed in a timely, competent, by Indemnified Party,and(ii)Indemnifying Party shall professional,and workmanlike manner,using qualified promptly reimburse Indemnified Party for the full employees in conformity with industry best practices. amount of any loss resulting from such claim and all In the event that BCS will be providing development related expense incurred by Indemnified Party. So services, such services shall be performed pursuant to long as Indemnifying Party is reasonably contesting the terms of a Development Schedule in Exhibit B. any such claim in good faith, Indemnified Party shall not pay or settle any such claim. If Indemnifying Party 4.11 BCS Disclaimer of All Other Warranties. does not notify Indemnified Party within twenty (20) Except as otherwise expressly stated in this days after receipt of Indemnified Party's notice of a Agreement, BCS makes no representations or claim of indemnity under this Agreement that warranties concerning the Licensed Products or the Indemnifying Party elects to undertake the defense of services provided hereunder. THE FOREGOING such claim, Indemnified Party shall have the right to WARRANTIES ARE IN LIEU OF,AND LICENSOR contest, settle or compromise the claim in the exercise HEREBY EXPRESSLY DISCLAIMS, ALL OTHER of Indemnified Party's exclusive discretion, which WARRANTIES, BOTH EXPRESS AND IMPLIED, shall be at the expense of Indemnifying Party. INCLUDING BUT NOT LIMITED TO THE Indemnifying Party shall not,without the prior written IMPLIED WARRANTIES OF consent of Indemnified Party,enter into any settlement MERCHANTABILITY AND OF FITNESS FOR A agreement on terms that would diminish the rights PARTICULAR PURPOSE. provided to Indemnified Party or increase the obligations assumed by Indemnified Party under this 5. Indemnification. Agreement. 5.1 Indemnification by BCS. BCS shall defend, 5.3 Excepted Claims. BCS shall have no indemnify and hold harmless Licensee and its affiliates obligation to indemnify Licensee under Section 5.1 to and their respective officers, directors, employees, the extent any claim of Intellectual Property agents, lawyers and representatives (collectively the infringement is based on (i) use of Licensed Products "Licensee Indemnified Parties") from and against any modified by Licensee if such infringement would have and all damages,losses, liabilities,judgments, awards, been avoided by the use of the unmodified version of costs, and expenses of any nature whatsoever, Licensed Products that BCS provided to Licensee; (ii) including reasonable attorney's fees and court costs, use of the Licensed Products in connection with any incurred by any Licensee Indemnified Party arising out third party software or hardware not in accordance of or relating to:(i)any loss or damage to real property with Appendix D; (iii)use of the Licensed Products in or tangible personal property, or any bodily injury, a manner other than that set forth in the including death,to the extent caused by the intentional Documentation; or (iv) specifications provided by or grossly negligent acts or omissions of BCS; or Licensee to BCS. The exception provided in this (ii)claims, actions, or proceedings alleging Section 5.3 will not apply to the extent they conflict infringement by Software of any United States with applicable law,including Article V, Section 4(3) Intellectual Property rights of any third party. of the North Carolina Constitution. 5.2 Indemnification Procedure. If a claim is 6. Confidential Information. made against a Party (the "Indemnified Party") for which the other Party (the "Indemnifying Party") is 6.1 Confidential Information. Both parties obligated to indemnify Indemnified Party, and if recognize and agree to adhere to North Carolina's Indenmified Party intends to seek indemnity with public records law, set forth at Chapter 132 of the respect to such claim, Indemnified Party shall North Carolina General Statutes. Each Party shall use promptly notify Indemnifying Party in writing of such at least the same degree of care in safeguarding the claim. Indemnifying Party shall have twenty(20)days other Party's Confidential Information as it uses in after receipt of the above-mentioned notice to notify safeguarding its own Confidential Information, but in Indemnified Party in writing of its intent to undertake, no event shall a Party use less than reasonable conduct and control, through counsel of Indemnifying diligence and care. Each Party hereby agrees that, Party's own choosing (subject to the consent of except as required by law, (i) during the term of this Indemnified Party, such consent not to be Agreement and at all times thereafter it shall not unreasonably withheld) and at Indemnifying Party's commercialize or disclose the other Party's expense, the settlement or defense, or both, of such Confidential Information to any person or entity, claim, and Indemnified Party shall cooperate with except to its own Personnel, and in the case of Indemnifying Party in connection with such efforts; Licensee, the Personnel of Licensee Affiliates provided that: (i)Indemnifying Party shall permit (collectively, the "Representatives") having a need to know; (ii) it will not use or permit its Representatives 4 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3D0-15F947931AE8 (or any other third parties) to use any Confidential automatically expire without penalty to Licensee Information for purposes other than in connection with immediately upon written notice to BCS of the performance of its duties under this Agreement; (iii)it unavailability and non-appropriation of public funds. will disclose Confidential Information of the other only to those Representatives who are contractually 8.3 Return of Maintenance Fees.In the event of a bound to maintain the confidentiality thereof(and not Termination by Licensee for breach by BCS, Annual to any other third party);and(iv)it will be responsible Maintenance Fees paid to BCS shall be returned to for any disclosure or misuse of Confidential Licensee on a pro rata basis within fifteen(15) days of Information by such Representatives. Notwithstanding the Termination. the foregoing, each Party may disclose Confidential Information pursuant to a requirement or request of a 9. Miscellaneous. governmental agency or pursuant to a court or administrative subpoena, order or other such legal 9.1 Excusable Delays. In no event shall either process or requirement of law, or in defense of any Party be liable one to the other,for any delay or failure claims or causes of action asserted against it. to perform hereunder, which delay or failure to Notwithstanding the foregoing, nothing herein shall perform is due to causes beyond the control of said require either Party to fail to honor a subpoena, court Party,including,but not limited to,acts of God;acts of or administrative order or requirement on a timely the public enemy; acts of terrorism; acts of the United basis. Each Party shall cooperate with the other in an States of America, or any state, territory or political effort to limit the nature and scope of any required division thereof; fires,floods or other natural disasters. disclosure of Confidential Information. BCS agrees to Performance times under any Schedule shall be indemnify and hold harmless Licensee and its officers, considered extended for a period of time equivalent to employees, and agents from all costs, damagers, and the time lost because of any delay which is excusable expenses incurred in connection with refusing to under this Section 10.1. If any such excusable delay disclose any information which BCS has deemed shall last for a period of more than sixty (60) Confidential Information. consecutive calendar days, the Party whose performance is not delayed may, at its option, 7. [RESERVED]. terminate this Agreement or the applicable Schedule. 8. Termination. 9.2 Notices. Any legal notice, consent,or other communication will be in writing and may be 8.1 The Agreement. This Agreement may be delivered in person,by mail, or by facsimile copy. If terminated at any time by mutual written agreement of hand delivered, the notice will be effective upon the parties or by the Licensee upon written notice to delivery. If by facsimile copy, the notice will be BCS. This Agreement may be terminated by either effective when sent. If mailed, the notice will be Party immediately for cause if the other Party breaches effective three (3) business days after being deposited any material obligation provided hereunder and the with the United States Postal Service by certified mail, breaching Party fails to cure such breach (if such return receipt requested,addressed appropriately to the breach is curable)within thirty (30) days of receipt of intended recipient,as follows: the written notice specifying the nature of the default. Either party may terminate this Agreement for Licensee convenience effective at the end of the first year or at any time thereafter upon at least forty-five (45) days Orange County EMS prior written notice. In the event public funds are 510 Meadowlands Drive unavailable and not appropriated for Licensee's Hillsborough,NC 27278 obligations under this Agreement,then this Agreement shall automatically expire without penalty to Licensee BCS: immediately upon written notice to BCS of the Bradshaw Consulting Services,Inc. unavailability and non-appropriation of public funds. Attn:Tony Bradshaw 2170 Woodside Executive Court 8.2 Schedules. Schedules may terminated by Aiken,South Carolina,29803 either Party if the other Party breaches any material obligation provided in the Schedule,and the breaching Each Party may change its address for notification Party fails to cure such breach within thirty (30) days purposes by giving the other Party written notice of the of receipt of the written notice specifying the nature of new address and the date that it will be effective. the default. Licensee may terminate Schedules for convenience effective at the end of such initial term or 9.3 Publicity. BCS may designate Licensee as a at any time thereafter upon at least forty-five(45)days customer of BCS on its marketing materials both off- prior written notice. In the event public funds are line and on the Internet only with Licensee written unavailable and not appropriated for Licensee's approval. If Licensee terminates this Agreement, BCS obligations under a Schedule, then the Schedule shall agrees to remove its name from any marketing materials. 5 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 9.4 Binding Agreement. This Agreement shall Insurance, as such insurance requirements are described in be binding upon the Parties and their respective legal the Orange County Risk Transfer Policy and Orange County successors and permitted assigns. Minimum Insurance Coverage Requirements. BCS shall not commence work until such insurance is in effect and 9.5 Assignment. Neither Party may assign this certification of such insurance has been received by Agreement without prior written consent of the other Licensee's Risk Manager. Party, provided that, upon written notice to Licensee, this Agreement or any Schedule may be assigned or 9.12 E-Verify. Pursuant to the terms of the transferred in connection with a combination, merger, North Carolina General Statutes no county may enter into a or the sale of all or substantially all of the business or contract unless the contractor and its subcontractors comply assets of BCS's business with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes.Where applicable,failure to 9.6 Relationship of the Parties. The Parties maintain compliance with the requirements of Article 2 of hereto agree that each Party is independent in the Chapter 64 of the North Carolina General Statutes constitutes performance of each and every part of this Agreement, Sellers'breach of this Agreement.By executing this and is solely responsible for all of its own respective Agreement,BCS affirms BCS is in compliance with Article employees and agents and its labor costs and expenses 2 of Chapter 64 of the North Carolina General Statutes. arising in connection therewith. Neither Party nor its agents or employees are the representatives of the 9.13 Iran Divestment Act Certification. BCS other Party for any purpose and neither has the power certifies that, as of execution, it is not on the Final or authority as agent, employee or any other capacity Divestment List as created by the State Treasurer pursuant to to represent, act for, bind or otherwise create or N.C.G.S. § 147-86.58. In compliance with the requirements assume any obligation on behalf of the other Party for of the Iran Divestment Act, BCS shall not utilize in the any purpose whatsoever. performance of this Agreement any subcontractor that is identified on the Final Divestment List. 9.7 Governing Law. The validity of this Agreement, the construction and enforcement of its terms,and the interpretation of the rights and duties of 9.14 Compliance with Orange County Policies. the Parties shall be governed by the laws of the State BCS shall at all times remain in compliance with the Orange of North Carolina. . County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by 9.8 Modification, Amendment, Supplement, reference and may be viewed at Waiver. No modification, amendment, supplement to http://www.orangecountync.gov/departments/purchasing_div or waiver of this Agreement or any of its provisions ision contracts.php). shall be binding upon the Parties hereto unless made in 9.15 Dispute Resolution. Any and all suits or writing and duly signed by both Parties. A failure or delay of either Party to this Agreement to enforce at actions to enforce,interpret,or seek damages with respect to any provision of, or the performance or non-performance of, any time any of the provisions of this Agreement,or to exercise any option which is herein provided, or to this Agreement shall be brought in the General Court of require at any time performance of any of the Justice of North Carolina sitting in Orange County, North provisions hereof,shall in no way be construed to be a Carolina. It is agreed by the parties that no other court shall waiver of such provision of this Agreement. have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding 9.9 Exhibits and Attachments. The terms and mediation of any dispute prior to the bringing of such suit or conditions of any and all Schedules,Exhibits and other action. attachments to this Agreement, whether now in existence or created hereafter, are incorporated herein 9.16 Contract Amount. The maximum amount by this reference and shall constitute part of this payable under this Agreement is$174,315. Agreement as if fully set forth herein. 9.17 Proprietary Data: The data to be used as 9.10 Entire Agreement. This Agreement,together a part of this operational system is proprietary data from with all the Schedules, exhibits and other attachments Licensee's CAD database,which is exclusively under control hereto, constitutes the entire Agreement between the of the Licensee. BCS will provide a data requirement Parties and supersedes all previous agreements, document that pertains to the data elements BCS will need promises, proposals, representations, understanding access to through the SunGard interface for configuration and negotiations, whether written or oral between the and integration with Licensee's CAD. The SQL Server Parties respecting the subject matter hereof. database in MARVLIS Server is storing the data elements provided by Licensee's CAD and AVL systems. BCS 9.11 Insurance. BCS shall obtain, at its sole considers all of the data Licensee generates to be its expense, Commercial General Liability Insurance, proprietary data.Any data BCS sells Licensee(e.g.TomTom Automobile Insurance, and Worker's Compensation street data)as a part of this Agreement must be covered by a 6 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 separate license agreement from that vendor. There is no BCS proprietary data being provided in this contract. 9.18 Survival. The following sections shall survive termination of this Agreement: (Indemnification); 6.1 (Confidential Information);and 9(Miscellaneous). IN WITNESS WHEREOF,the Parties hereto, each acting under due and proper authority,have executed this Agreement as of the day,month and year first above written. DocuSigned by: r^--DocuSignedbyyy: B D� ffip �,?l tiG SERVICES,INC. LICE1 hdt. CIGUMWttxS(,t,(1 By. I-31/t11bAUA11422... By. _........�, •" , Print Name:Tony Bradshaw Print Name:_Bonnie Hammersley Its:_President Its:Manager Date: 5/5/2017 Date: 5/10/2017 This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. DocuSigned by: 7n4E5181 ACC1 Mg... ,Chief Financial Officer 7 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B300-15F947931 AE8 EXHIBIT A SCHEDULE 1 TO MASTER SOFTWARE LICENSE AND SUPPORT AGREEMENT Orange County EMS and Bradshaw Consulting Services,Inc. This Schedule No. 1 to the Master Software License and Support Agreement(the"Agreement")is executed by the Parties to specify the Software,Documentation and/or services to be provided by BCS to Licensee pursuant to the terms of the Agreement. This Schedule 1 is hereby incorporated into the Agreement and shall be governed by its terms. In the event of a conflict between the terms and conditions of this Schedule and the Agreement, the terms of the Agreement shall prevail. Capitalized terms used herein but not herein defined shall have the meaning set forth in the Agreement. All licenses and/or sublicenses granted herein are perpetual unless expressly identified otherwise. 1. List of Software,Sublicensed Software,and Prices. A. Software Deliverables: License Fee (i) MARVLIS Software to include the following modules $ 84,400 MARVLIS Server MARVLIS Client(20 vehicles) MARVLIS Deployment Monitor(20 vehicles) MARVLIS Deployment Planner(20 vehicles) MARVLIS Demand Monitor(20 vehicles) MARVLIS Impedance Monitor(20 vehicles) (ii) ESRI Runtimes/TomTom Data $ 7,700 20 Client Seats,1 seat each of Demand,Planner, Impedance,Server and Deployment Monitor, 20 vehicle seats of TomTom data Total for Software License Fees $92,100 B. Seat license or Enterprise wide license: MARVLIS products above include an enterprise wide license, which includes 1 runtime seat for each application,but have additional runtime ESRI licenses that are sold per installed seat. C. Description of Deliverables: One copy of the latest current versions of the Software Deliverables will be loaded on MARVLIS Server drive. Work shall be completed in accordance with attached Exhibit B, Statement of Work D. Description of Documentation: Current electronic copies of all documentation. E. Identification of Third Party Software* Embedded Software MapObjects/NetEngine Server Runtime NetEngine Runtime ArcGIS Engine(OEM) Enhanced Software TeleAtlas Data(20 vehicles) *Designations for Third-Party software: (i)"Embedded"if it is embedded in BCS's proprietary Software in such a way as to be virtually indistinguishable to the user;(ii)"Bundled"if it is not embedded,but is required in order B-1 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 for the BCS's proprietary Software to function properly; or, (iii) "Enhanced" if it is neither Embedded or Bundled,but merely supplements the functionality of BCS's proprietary Software. F. Installation,Training,Development,Implementation or other Fees: (i) Primary Server installation $ 1,200 Impedance Monitor installation $ 1,200 Deployment Monitor installation $ 1,200 Demand Monitor installation $ 1,200 Deployment Planner installation $ 1,200 (ii) CAD integration $10,000 Project Management $ 5,000 Total for Software Installation and configuration $21,000 G. CAD Integration—Licensee is responsible for design and implementation of revisions to the CAD system to integrate with MARVLIS software. Such integration shall meet the requirements of the MARVLIS Server Computer Aided Dispatch Integration Guide. BCS will provide support as required to expedite the integration. As with any software integration, there may be minor items that need to be modified. BCS will perform any required modifications to BCS software as necessary to improve compatibility but may request minor modifications from the CAD developers,if absolutely necessary. H. Scheduled Delivery Date—July 31,2017 1. Payment Schedule Total of All Software Licenses and Implementation $113,100 Contract Approval: 37.5%of total contract($42,412.50) Installation of software at least one instance of each application: 37.5%of total contract($42,412.50) Successful completion of 30 day test run that indicates that the software is installed and operating as designed: 25%of total contract($28,275.00) 2. Annual Maintenance Fees(per year after the first year). The cost of software and data maintenance shall be$22,336.07 per year. There shall be no cost for the first year which is included in the purchase price of all software. Subsequent annual maintenance costs shall remain fixed at that price for seven years. B-2 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B300-15F947931 AE8 IN WITNESS WHEREOF, this Schedule No. 1 is duly executed by an authorized representative of both Parties on the days and year below written. BR gPfMr S JtrTIN�G SERVICES LI( NASE-E, nea by: 1 braLS 1761A,IA,it, NUAtwtt,V'Sttli By: F3nF1BAOA11422... By. : E477... Print Name:Tony Bradshaw Print Name: Bonnie Hammersley Title:President Title: Manager 5/5/2017 5/10/2017 Date: Date: B-3 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 EXHIBIT B Statement of Work VENDOR ADDRESS: Bradshaw Consulting Services,Inc. 2170 Woodside Executive Court Aiken,SC 29803 VENDOR CONTACTS: Tony Bradshaw—President Dale Loberger—Account Manager Jeremy Beck—Support and Installation Technician PHONE: 803-641-0960 CUSTOMER: Rachel Stemerman PHONE: Office(919)245-6124 END USER: Orange County Emergency Medical Services System North Carolina PROJECT DESCRIPTION: A full MARVLIS implementation for 20 vehicles will be scheduled for Orange County EMS. Implementation will provide the installation and configuration of the MARVLIS software applications listed below at Orange County EMS. Application Brief Description MARVLIS Server Provides communications between in-vehicle component and CAD system;provides logging of AVL data MARVLIS Client In-vehicle mapping display;provides field crew with incident information,current location,routing,and status changes. MARVLIS Deployment Monitor Provides a live map display of projected demand, vehicles,their current location, status,and dynamic service area to dispatch. MARVLIS Demand Monitor Provides live hotspot data of expected demand density. The data generated by this application is then displayed via Deployment Monitor MARVLIS Deployment Planner A powerful deployment analysis tool that assists staff in developing a demand based deployment plan using historical incident data,and drive time analysis. This tool is used on an as needed basis for plan analysis. MARVLIS Impedance Monitor Enables staff to process their current routing street data against their logged AVL data to more accurately reflect the true drive time at various times of day. This tool is used on an as needed basis by staff to improve the accuracy of their data for route generation. BCS RESPONSIBILITIES 1) Provide CAD integration with customer supplied CAD system in accordance with"MARVLIS Server Computer Aided Dispatch Integration Guide". and deliver the following functionality: a. Receive dispatch,status change and incident location(Lat/Long)information from the CAD Interface; b. Store AVL history data by unique vehicle ID in"SQL"server c. Transmit status changes and vehicle locations to the CAD from MARVLIS Clients 2) BCS will commence remote work on the Licensee system when all equipment is in place,all prerequisites have been met, and the site is ready for software to be installed. The start of this work will be coordinated with the Licensee project manager. B-4 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 3) Work will commence during normal working hours Monday through Friday(8—5 PM)Eastern Time. 4) All installation work will be performed through a remote connection from BCS headquarters. 5) Once the installation is completed,acceptance testing is performed by BCS in conjunction with Licensee staff to ensure successful operation.The implementation phase of the project is complete once a substantial majority of the software is installed.At the point that sufficient software has been installed to consider the application to be operational,it is transitioned from implementation to maintenance. LICENSEE RESPONSIBILITIES In order to complete a successful implementation,Licensee will need to provide the following: 1. Interface to the CAD system in accordance with"MARVLIS Server Computer Aided Dispatch Integration Guide"that will provide the necessary information to MARVLIS Server for dispatches, status changes, and incident locations (Lat/Long) as well as receiving status changes and vehicle locations from MARVLIS Server. a. CAD system should provide the following information: i. Incident Identification Number ii. Incident location(Lat/Long) iii. Incident Address iv. Vehicle assigned identification v. Priority vi. Problem Nature vii. Dispatcher Comments,if applicable Updates to incident information sent after initial dispatch must include the Incident Identification Number as a minimum b. CAD should provide the following information for status changes initiated by CAD i. Vehicle Identification ii. New Status to be displayed c. If status changes initiated by the vehicle are to be transmitted to CAD,provide the interface to accept the changes from MARVLIS. Data to be sent to CAD will include as a minimum; i. Vehicle Identification ii. New Status MARVLIS IMPLEMENTATION DEPENDENCIES: The items below are needed to support the MARVLIS software and are not the responsibility of BCS. These items should be established by customer prior to installation by BCS. 1. The communications infrastructure to provide wireless connectivity between MARVLIS Client and MARVLIS Server must be available. MARVLIS Client and MARVLIS Server use TCP/IP communications protocols. a. Wireless device should be configured to automatically reestablish communications if lost due to coverage or obstacles. b. Connection from vehicles to Server should be tested to assure end-to-end connectivity. 2. The in-vehicle hardware to support MARVLIS Client functions must be available and installed in the vehicles. This would include the GPS device,the wireless modem device,and a rugged laptop. a. GPS device should be configured to send location to Client as a NMEA or TAIP string once per second. b. Laptop should be installed and communications tested to assure that the laptop can communicate to the Server. 3. The existing OSSI CAD interface must be installed,configured and tested in order to allow the transmission of status changes etc.between the OSSI and MARVLIS applications. a. NOTE:BCS will coordinate with OSSI to test the objectives of the interface. However,the BCS quotation does not include compensating OSSI for their interface. 4. The computer hardware to support the remaining MARVLIS applications must be available for installation and configuration.All systems should be connected to the internal network and configured to communicate with each other and with the CAD Server. The Server will also require communications access to the outside network so that Clients can connect. B-5 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 5. The following are best practice recommendations but may be excessive for some smaller installations. Contact BCS for specific recommendations. a. MARVLIS Server—Requires a dedicated server b. MARVLIS Deployment Monitor—Requires a dedicated workstation c. MARVLIS Demand Monitor—Requires a dedicated workstation or small server d. MARVLIS Deployment Planner—Requires a staff workstation e. MARVLIS Impedance Monitor-Requires a staff workstation NOTE:None of these applications should reside on the same physical machines as the end users CAD software. NOTE:Please see MARVLIS System requirements for more detail. 6. MARVLIS Server must have access to a SQL Server data repository in order to store the AVL data as it arrives from the vehicles. This SQL Server table will be used for any AVL playback as well as street data processing with Impedance Monitor. This SQL Server should be separate from the CAD Server so as to minimize interference with normal CAD operations. 7. CAD incident data replication—The CAD incident table should be replicated into the same SQL Server data repository as the AVL data. a. The purpose of this replication is to minimize queries on the live CAD system by MARVLIS Demand Monitor and MARVLIS Deployment Planner. Replication on a nightly or even weekly basis is sufficient to support the MARVLIS applications. b. BCS will coordinate with OSSI to establish the replication. 8. All installation locations must be determined in advance in order for the correct number of supporting ESRI runtimes to be quoted and acquired. a. If the end user changes the number of installation locations,this may result in additional costs for ESRI runtimes. b. NOTE: Please see Attachment—MARVLIS System Requirements for more details d 9. BCS must be provided VPN access(Cisco AnyConnect or similar)to all hardware,except Client,for support,monitoring and troubleshooting. MARVLIS IMPLEMENTATION TASKS: The timeline(attached to Exhibit B as Schedule 2)for these tasks is based on the availability of and access to Orange County equipment and personnel. BCS's total hours for the actual install and configuration should be less than a week but time has been allotted for waiting for customer availability and responses to questions. 1. MARVLIS Server and MARVLIS Client Installation/Configuration a. Installation of MARVLIS Server on dedicated server hardware b. Installation of MARVLIS Client—Test Vehicle c. Configuration and testing of MARVLIS Server and MARVLIS Client i. MARVLIS Server—Configure read/write access to SQL Server database for AVL data logging ii. Configure and test CAD communications iii. MARVLIS Server/Client—Confirm successful data transmission over the wireless communications network d. Customer staff with BCS support will generally perform Installation/Configuration of remaining MARVLIS Clients. 2. MARVLIS Deployment Monitor Installation/Configuration a. Installation on Dedicated Deployment Monitor workstation b. Load and configure street network data. c. Configure/Test to receive and display data from MARVLIS Server once the MARVLIS Client test vehicle is available 3. MARVLIS Demand Monitor Installation/Configuration a. Installation on Dedicated Demand Monitor workstation B-6 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 b. Will require access to replicated incident table in SQL Server database for testing the generation of demand densities. c. Test configuration and verify that the demand densities generated by this installation of Demand Monitor are shown and updated in Deployment Monitor. 4. MARVLIS Deployment Planner Installation/Configuration a. Installation on staff workstation identified by end user b. Configuration of GIS data—boundaries,street network,post locations,and incident data i. Will require access to replicated incident table in SQL Server database for testing the generation of demand based deployment plans c. Installation of local copy of Demand Monitor for use exclusively with Deployment Planner. 5. MARVLIS Impedance Monitor Installation/Configuration a. Installation on staff workstation identified by end user b. Configuration with Street network data c. Configuration of access to AVL table in SQL Server database for analysis and updating of street network travel costs CONTRACT 1) BCS will not commence work,of any kind,related to the MARVLIS integration until an agreement is signed by both BCS and Licensee Representatives. 2) Either Party may request changes within the general scope of the agreement. If a requested change causes an increase or decrease in the cost or time required to perform the agreement,the Parties will agree to an equitable adjustment of the Contract Price,Performance Schedule,or both,and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. Change orders must be approved by: Jim Northrup Chief Information Officer Orange County 131 West Margaret Lane Hillsborough,NC 27278 Work: 919-245-2276, Cell: 252-305-6678 3) Normal installation costs have been quoted in the proposal,however,any changes to the physical system's final layout or design may require a Change Order to this Statement of Work. The form of such Change Order shall be substantially similar to the attached. TERMS FOR CONTRACT PAYMENT: 1. 40%of total contract upon contract approval. 2. 40%of total contract upon installation of at least one instance of each application 3. 20%of total contract upon successful completion of 30 day test run. A successful test run shall be one that indicates that the software is installed and operating as designed. LOCATION OF WORK TO BE PERFORMED: Remote from Aiken,SC,but at Client Site as requested by Licensee. Travel expenses must be pre-approved by Licensee and will reimbursed at actual cost plus 10%. Technical personnel time will be billed at $150 per hour for time at customer site and$75 per hour for travel time. START DATE: May 31, 2017 END DATE: July 31,2017 Bradshaw Consulting Services,Inc Orange County B-7 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 DocuSigned by: DocuSigned by: bralS6A/ jjbtAAA,it, t'awtwtt,lrStt -F3171-1 BA0n11422... -0G37994-B-7-55E477 TITLE:President TITLE: 5/5/2017 5/10/2017 DATE: DATE: B-8 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 EXHIBIT C MAINTENANCE AGREEMENT THIS MAINTENANCE AGREEMENT("Maintenance Agreement")is made this 4th day of May,2017(the"Effective Date"),by and between Orange County EMS("Licensee"),and Bradshaw Consulting Services,Inc. ("BCS"),pursuant to that certain Master Software License and Support Agreement between BCS and Licensee,dated May 4,2017(the"Master Agreement"),the terms and conditions of which are incorporated herein by this reference. In consideration of the mutual covenants set forth herein,the Parties agree as follows: 1. Defined Terms. The terms and conditions set forth in the Master Agreement shall have the same meaning when used as defined terms in this Maintenance Agreement. 2. Warranty Date: The warranty will begin upon the completion of a)training,or b)installation completion plus 20 days,whichever is sooner. 3. Maintenance Services. Commencing upon the date of installation of each Licensed Product and continuing thereafter in accordance with the provisions of this Agreement, BCS agrees to provide the following maintenance services for such Licensed Product("Maintenance Services"): a. BCS shall correct any failure of the Licensed Product to operate in accordance with the Specifications. b. BCS shall provide to Licensee any Updates to the Software. c. BCS shall provide remote technical assistance and consultation to Licensee through its Telephone Support Services, Monday through Friday, from 8 a.m. to 5 p.m. EST on days not considered to be recognized as holidays by the Federal Government. Emergency support requests, defined as any condition that renders the system inoperable shall be answered within 1 hour. d. BCS shall provide Licensee assistance and consultation based on the support tier assigned to the request."Support tiers"are defined as the following: i. "Major" severity shall mean an application issue which requires staff to develop alternative methods (work-arounds) to continue performing the functions of the System. BCS will respond to Licensee within one(1)day of notification and will begin work to resolve the issue within two (2) days of notification and continue until an acceptable resolution is achieved. ii. "Minor" severity shall mean a non-critical application issue that does not immediately impact current operations of the County. BCS will respond to Licensee within two (2) day of notification and will begin work to resolve the issue within forty-eight(48)hours of notification and continue until an acceptable resolution is achieved. 4. Fees. BCS shall provide Maintenance Services for the Annual Maintenance Fee set forth on the applicable Schedule. BCS agrees to invoice Licensee annually in advance for the Annual Maintenance Fee at least sixty (60)days prior to the anniversary of the delivery date for the Licensed Product involved. Licensee shall pay the invoice within thirty(30)days of the anniversary date. 5. Licensee may reinstate Maintenance Services for any Licensed Product hereunder by paying a reinstatement charge consisting of an amount equivalent to the pro rata portion of Annual Maintenance Fee that would have been due hereunder for the period elapsed since termination of Maintenance Services and a reinstatement fee of $500. 6. BCS shall not provide maintenance for third party applications. The functionality and ongoing maintenance of the SunGard interface is the responsibility of SunGard. B-9 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 7. Although BCS does not guarantee 7x24x365 support,BCS does recognize the nature of the customer's business and endeavors to make sure all critical issues are addressed immediately. There is no guarantee of 24 hour completion of software revision. The Parties represent, by the signatures below, that this Maintenance Agreement has been executed by their duly authorized representatives as of the Effective Date. BR DSFPO VS TING SERVICES LICE�N WSigned by: 1rals aw jb1AAA,k Numwttxstu By: By. B ,_ �F317F16A0A11422... Print Name: Bonnie Hammersley Print Name:Tony Bradshaw Title:President Title: Manager 5/5/2017 5/10/2017 Date: Date: B-10 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 EXHIBIT D TRAINING METHODOLOGY BCS shall provide training in order to convey the necessary expertise required for effective operation of all components based on the current understanding of the students.BCS's instructor shall meet virtually with each group to be trained and tailor an approach to meet their learning goals while accessing and using the actual county equipment as well as their own data.Licensee administrators and technical staff are encouraged to take part during the installation and configuration operations so that they can understand every aspect of their own unique implementation.Training shall use a"train the trainer"approach to ensure that Licensee staff are prepared to help others learn how to use the system. There is no fixed time for training needs.The instructor shall work with the user to demonstrate the configuration,the use of the products,and answer any associated questions.Training is typically accomplished in four separate sessions.One would involve the system administrator and cover the MARVLIS Server Administrator tools and the Dashboard.A second would train supervisors or other training staff in the daily operations of the MARVLIS Client.A third session would address the use of Deployment Monitor for dispatchers by training supervisors or other training staff.The fourth session would be directed at individuals that will have Demand Monitor,Impedance Monitor,or Deployment Planner installed on their computers or otherwise be responsible for maintaining those applications.Each session would last at least one hour but could go longer based on user experience,knowledge or questions.BCS shall ensure that appropriate staff are trained and proficient in all necessary aspects of MARVLTS and their instructors will spend the time necessary to ensure success. MARVLIS documentation will be provided during installation,and will also be available on the BCS Support website.In addition, documentation on specific configurations for the Licensee will be provided during the installation process to be sure it reflects the current set up.Any notes made during the training session will be delivered to the Licensee. B-11 CORE/0804998.0008/128897050.2 DocuSign Envelope ID: 77803446-26E8-4424-B3DD-15F947931AE8 Exhibit E MARVLIS System Requirements 4 iii iNU1111111111111111111111111111111111111 101 1iH7pW f 40,vr I /fir r 1111 I 11 11 I w �rrmxmxmr ✓ryw:mrw iii,tl' I 1G . Client Deployment Planner �� yob 11I uo Deployment Monitor Server Demand Monitor 14441f!I e t o4 NAM/0 ���4ow uMadr, SITREP Impedance Monitor Mobile Area Routing&Vehicle Location Information System (MARVLIS) is a family of integrated products designed to reach the bottom line: Saving time by getting the right resources to the right location at the right time to best meet your client's needs. Using geographic information system (GIS)technology integrated with wireless communication and the Global Positioning System (GPS), MARVLIS is bringing fundamental changes to the management and deployment of time sensitive services. Intelligent routing, live graphical display of current and required resources, and on-demand innovative analysis are just a few of the ways MARVLIS is helping to save our most important asset. After all, isn't it about time? 1.1. BCS Licensing BCS licenses all software, except MARVLIS Client,to the end-user as a site license based on the number of vehicles in the agency. The ESRI Runtime license requirements herein are for each machine where the software is loaded. If the decision is to have multiple installations of the BCS software, each installation will require the ESRI runtimes.All applications will require a BCS Geographic License and BCS Product License (No Cost). B-12 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 1.2. Copyright Copyright © 1998 - 2016 Bradshaw Consulting Services, Inc. All rights reserved. Printed in the United States of America. The information contained in this document is the exclusive property of Bradshaw Consulting Services, Inc. This work is protected under United States copyright law and the copyright laws of the given countries of origin and applicable international laws,treaties, and/or conventions. No part of this work may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying or recording, or by any information storage or retrieval system, except as expressly permitted in writing by Bradshaw Consulting Services, Inc. All requests should be sent to Bradshaw Consulting Services, Inc., 2170 Woodside Executive Ct., Aiken, SC 29803, USA. The information contained in this document is subject to change without notice. Data displayed on screens herein are fictitious and not related to any particular entity. MARVLIS Server Administration TM and any associated logo and artwork contained herein are trademarks of Bradshaw Consulting Services, Inc. Other companies and products mentioned herein are trademarks or registered trademarks of their respective owners. Geocoding & Routing Disclaimer BCS is not liable for the accuracy of geocoded addresses or recommended routes. We DO NOT guarantee the accuracy of the latitude and longitude coordinates generated from geocoding an address. Because of variability in the quality of the map data and the geocoding process used to determine the approximate location of an address, the geocoded location of the address can and will be wrong for some addresses. You must manually review and approve the location of every address you geocode. You agree to use the geocoding functionality at your own risk. If you cannot verify the address location is correct on the map, you should contact dispatch for further instructions. Do not assume that the geocoded address is at the correct location on the map. Routing in MARVLIS is based on the road data purchased or supplied by the customer. The Routing Engine attempts to recommend the fastest route to the desired location based on information supplied by the user and contained in the road data. You agree to use the routing functionality at your own risk. You should carefully evaluate the recommended route and determine if it is really the best route to reach your destination. If you cannot verify the recommended route is correct on the map,you should contact dispatch for further instructions. Do not assume that the recommended route is the most correct or only route to reach your destination. If you do not agree to this disclaimer,do not use the MARVLIS Client software. 1.3. Using this manual This manual serves as a reference guide for the MARVLIS Suite of applications.The document provides information, steps, and screenshots to help the user with the software. As we continue MARVLIS development,we will continue to improve this manual. As new features are added and existing features improved this manual will document the current state of MARVLIS. In cases where an older version is in use, please contact support for documentation or help with features. This documentation is for 3.4.0.16, last updated on Tuesday, November 29, 2016. While the version of the document corresponds to the software version, you may see different versions in captured screenshots. Where possible all information is as up to date as possible, but screenshots with no functionality change or minor changes may not be updated immediately. B-13 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 2.1. MARVLIS System Architecture The MARVLIS suite is recognized within the EMS industry as a collection of proven tools that fundamentally change the management and deployment of assets or other time-sensitive services. Many of the components are offered as options to address the specific needs for our partners. At the center of the application suite is the MARVLIS Server that facilitates the interface with an organization's CAD server and database. Our server functions as the communications hub for the entire MARVLIS suite and records vehicle locations and status changes for query and playback. Demand Monitor routinely analyzes your historic call records to forecast future calls as a statistical probability surface.The hotspots identified for these future calls are based on practical algorithms specific to the time-of-day, day-of-week, and time-of-year. When the system is properly configured, the highest probability areas are typically no larger than 10%of the overall geography while routinely containing 80% of the actual calls for the next hour. Impedance Monitors facilitates the creation of a set of time-sensitive travel impedances that learns dynamically from your fleet operations. Partners have reported that estimates for time of arrival are often within 15 seconds of the actual arrival time as a result of this process. Deployment Monitor brings the demand forecasts together with the vehicle locations and calculates the dynamic service area around each vehicle as it moves through the district.This graphical display not only provides a visual representation of the system status at any given moment, but provides information to dispatchers allowing them to take the most appropriate action for each call as well as prepare for future calls. Deployment Planner also analyzes historic demand, post locations and geographic coverage requirements to build an accurate and efficient System Status Management plan at various resource levels in advance of current operations.These plans also facilitate live recommendations for reallocating resources in Deployment Monitor. MARVLIS Client is an application for Windows or iOS devices that provides details for both individual incidents as well as supervisory access to all assets being managed along with call details for each incident. DieOuyroofit ow,y;I 4vuA V'Lflflu("Ilona Pgatoner ".ai,,er ,t: Ii/ it k CAP lui Wi.^l uucla^t 15 44 L?pmsrurS I'✓9C)A10N.4 P'r^ 1itARVLIS f, uC'tlh(^Y' 4N0( ,,, ,Ljz,j q • C Neq lo,mernp w,•..•• 1,1cr¢rd or, ilo lw ,' I Irmupnmtfaerocp Mw'oIb11UY' MARVLIS System Architecture As a communications hub between the various components of the complete MARVLIS system, all of the Automated Vehicle Location (AVL) data and resource status information is relayed through MARVLIS B-14 CORE/0804998 0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 Server.That information can then be used in MARVLIS Client, Deployment Monitor, or a connected Computer Aided Dispatch (CAD) system. MARVLIS system depends on correct configuration of connected applications and proper data transfer between the various applications. • A wireless communications network must be available for the clients' geographic area. MARVLIS can work with a variety of wireless protocols. • Communications hardware for the wireless network, GPS devices, etc. must be available and installed in appropriate vehicles. • MARVLIS Server, Demand Monitor, and Deployment Monitor machines must have network connectivity and must be installed on the same network subnet. • The MARVLIS System requires a full instance of Microsoft SQL Server(BCS does not resell SQL Server). • All GIS shapefiles must be in a consistent coordinate system. The coordinate system used should be consistent with the AVL positions provided to MARVLIS Server via GPS. This will typically be WGS84 unless otherwise specified. • There may be additional dependencies subject to the individual project requirements. 3.1. MARVLIS Server The hub of the system, MARVLIS Server, provides communications between your dispatch center and the vehicles in the field. MARVLIS Server requires a network connection to the CAD system as well as a connection to the vehicles in the field. If Deployment Monitor is to be used, a network connection will be required to those systems as well. CAD Interface Requirements MARVLIS Server requires the following interfaces 1) Real time notification of incident Open and Close 2) Real time notification of vehicle status changes 3) Real time notification of vehicle dispatch with Incident location and ID 4) Interface to communicate vehicle location and status changes to the CAD If desired by the CAD company and the customer, MARVLIS Server can be licensed to return the following utilizing time-of-day data from Impedance Monitor if available 1) Nearest vehicle recommendations 2) Routing and text directions Data Requirements The following data types must be available to use MARVLIS Server 1) Routable Street data as defined in this document. MARVLIS Server will utilize time-of-day data from Impedance Monitor if available Supported Operating Systems B-15 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 Supported Operating System Minimum Version Windows Server 2008 (32-bit and 64-bit)* SP2 Windows Server 2008 R2 SP1 Windows Server 2012 Windows Server 2012 R2 *64-bit compatibility is dependent on 3rd party computer aided dispatch integration components. Hardware #Vehicles #Servers Processor Memory 200 or less 1 2.2 GHz+, 4 Virtual Cores 4GB 201—500 1 3.0 GHz+, 8 Virtual Cores 8GB Screen 1024 x 768 or higher at Normal size (96 DPI) Disk Space 60GB or higher Supported Database Versions SQL Server Versions Editions SQL Server 2016* Standard edition or higher SQL Server 2014* Standard edition or higher SQL Server 2012* Standard edition or higher SQL Server 2008R2* Standard edition or higher SQL Server 2008* Standard edition or higher *32bit and 64bit NOTE:.NET Framework 4.5 is required on the database server machine to run MARVLIS support applications like the Data Conversion tool. Software Requirements • Internet Information Services (115) for Windows° Server(version 6 or higher) o 115 6 Metabase Compatibility • .NET Framework 3.5 • .NET Framework 4.5.1 NOTE: The installation text discusses these requirements in greater detail. 3.2. MARVLIS Client B-16 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 MARVLIS Client provides in-vehicle mapping and routing functionality as well as providing supervisors with an overview of the complete system. CAD Interface Requirements None Data Requirements The following data types must be available to use MARVLIS Client 1) Routable Street data as defined in this document. 2) Other map layers such as jurisdictional boundaries, major roadways, etc. Supported Operating Systems Supported Operating System Minimum Version Windows Vista SP2 Windows 7 SP1 Windows 8 Windows 8.1 Windows 10 iOS 9 Hardware Requirements Hardware Requirements CPU Speed 2.2GHz minimum or higher; Hyper-threading or Multi-core recommended Memory/RAM 4GB or higher 1024 x 768 or higher at Normal size (96 DPI) Screen Remote Desktop not supported. Disk Space 40GB or higher 64 MB RAM minimum, 256 MB RAM recommended. NVIDIA, ATI, and Intel chipsets supported. 24-bit capable graphics accelerator Video/Graphics Adapter OpenGL version 2.0 runtime minimum is required, and Shader Model 3.0 or higher is recommended. Be sure to use the latest available driver. This is based on ArcGIS 10.3.x Engine system requirements . Software Requirements • .NET Framework 3.5 B-17 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 • .NET Framework 4.5.1 3.3. MARVLIS Client for iOS MARVLIS Client for iOS is an in-vehicle navigation system designed to utilize on-board GPS and wireless communications to display real-time maps and routes recommended by MARVLIS Server. Application Requirements Operating Systems Supported IOS 9.0 or later(iPad only) Network Connectivity to MARVLIS Server Required Internet Connectivity Required GPS Internal, External UDP (TAIP, NMEA) 3.4. Demand Monitor Demand Monitor provides a historical geographic view of demand in a jurisdiction for the current day and time. CAD Interface Requirements Demand Monitor requires an ODBC connection to the CAD database table containing Incident information. For each incident,the following information needs to be available. 1) Incident Location (Lat/Long—Decimal Degrees) 2) Date and Time 3) Priority or other fields you may want to limit selection by Data Requirements The following data types must be available to use Demand Monitor 1) Incident data as described above Supported Operating Systems Supported Operating System. Minimum Version Windows Server 2008 SP2 Windows Server 2008 R2 SP1 Windows Server 2012 Windows Server 2012 R2 Windows Vista SP2 Windows 7 SP1 Windows 8 Windows 8.1 Windows 10 B-18 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 Hardware Requirements Hardware Requirements CPU Speed 2.2GHz minimum or higher; Hyper-threading or Multi-core recommended Memory/RAM 4GB or higher 1024 x 768 or higher at Normal size (96 DPI) Screen Remote Desktop not supported. Disk Space 40GB or higher Video/Graphics Adapter 64 MB RAM minimum, 256 MB RAM or higher recommended. Software Requirements • .NET Framework 3.5 • .NET Framework 4.5.1 3.5. Deployment Monitor Deployment Monitor integrates with your AVL and CAD systems to map and monitor vehicles as they perform their critical duties. CAD Interface Requirements Deployment Monitor requires the following interfaces 1) Real time notification of incident Open and Close 2) Real time notification of vehicle status changes 3) Real time notification of vehicle dispatch with Incident location and ID Data Requirements The following data types must be available to use Deployment Monitor 1) Routable Street data as defined in this document. Deployment Monitor will utilize time-of-day data from Impedance Monitor if available 2) Jurisdictional boundary Supported Operating Systems Supported Operating System Minimum Version Windows Server 2008 SP2 Windows Server 2008 R2 SP1 Windows Server 2012 Windows Server 2012 R2 Windows Vista SP2 B-19 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 Windows 7 SP1 Windows 8 Windows 8.1 Windows 10 Hardware Requirements Hardware Requirements CPU Speed 2.2GHz minimum or higher; Hyper-threading or Multi-core recommended Memory/RAM 4GB or higher 1024 x 768 or higher at Normal size (96 DPI) Screen Remote Desktop not supported. Disk Space 40GB or higher 64 MB RAM minimum, 256 MB RAM recommended. NVIDIA, ATI, and Intel chipsets supported. 24-bit capable graphics accelerator Video/Graphics Adapter OpenGL version 2.0 runtime minimum is required, and Shader Model 3.0 or higher is recommended. Be sure to use the latest available driver. This is based on ArcGIS 10.3.x Engine system requirements C. . Software Requirements • .NET Framework 3.5 • .NET Framework 4.5.1 3.6. Deployment Planner Deployment Planner provides a tool for creating a posting plan that most efficiently covers the demand in your jurisdiction. CAD Interface Requirements Deployment Planner requires an ODBC connection to the CAD database table containing Incident information. For each incident,the following information needs to be available. 1) Incident Location (Lat/Long—Decimal Degrees) 2) Date and Time 3) Priority or other fields you may want to limit selection by Data Requirements B-20 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 The following data types must be available to use Deployment Planner 1) Routable Street data as defined in this document. Deployment Planner will utilize time-of-day data from Impedance Monitor if available 2) Post locations 3) Jurisdictional boundary Supported Operating Systems Supported Operating System Minimum Version Windows Server 2008 SP2 Windows Server 2008 R2 SP1 Windows Server 2012 Windows Server 2012 R2 Windows Vista SP2 Windows 7 SP1 Windows 8 Windows 8.1 Windows 10 Hardware Requirements Hardware Requirements CPU Speed 2.2GHz minimum or higher; Hyper-threading or Multi-core recommended Memory/RAM 4GB or higher 1024 x 768 or higher at Normal size (96 DPI) Screen Remote Desktop not supported. Disk Space 40GB or higher Video/Graphics Adapter 64 MB RAM minimum, 256 MB RAM or higher recommended. Software Requirements • .NET Framework 3.5 • .NET Framework 4.5.1 3.7. Impedance Monitor BCS Impedance Monitor is a tool in the MARVLIS Suite of products designed to help you quantify the expected rate of travel for any given time frame for any particular road in your entire street network. CAD Interface Requirements B-21 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 None Data Requirements The following data types must be available to use Deployment Planner 1) Routable Street data as defined in this document 2) Historical AVL data containing at least the following information a. Date and Time b. Location (Lat/Long—Decimal Degrees) c. Speed d. Direction e. Unit Status and Priority (optional) Supported Operating Systems Supported Operating System Minimum Version Windows Server 2008 SP2 Windows Server 2008 R2 SP1 Windows Server 2012 Windows Server 2012 R2 Windows Vista SP2 Windows 7 SP1 Windows 8 Windows 8.1 Windows 10 Hardware Requirements Hardware Requirements CPU Speed 2.2GHz minimum or higher; Hyper-threading or Multi-core recommended Memory/RAM 4GB or higher 1024 x 768 or higher at Normal size (96 DPI) Screen Remote Desktop not supported. Disk Space 40GB or higher Video/Graphics Adapter 64 MB RAM minimum, 256 MB RAM or higher recommended. Software Requirements • .NET Framework 3.5 B-22 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 • .NET Framework 4.5.1 3.8. Database Requirements MARVLIS Server requires access to an instance of SQL Server to execute the application configuration and to archive data. SQL Server Requirements SQL Server Versions Editions SQL Server 2016* Standard edition or higher SQL Server 2014* Standard edition or higher SQL Server 2012* Standard edition or higher SQL Server 2008R2* Standard edition or higher SQL Server 2008* Standard edition or higher *32bit and 64bit Hardware CPU:x64 2GHz or faster, 4 core RAM: 8GB or more HD: 200GB 3.9. GIS Requirements The MARVLIS Suite uses Esri ArcGIS GIS components for map display and map analysis.The following table lists the requirements for each MARVLIS Suite application. 3.1—3.3 3.4 and up MARVLIS Server ArcGIS Engine 10.0 SP2 ArcGIS Engine 10.3 w/ Network Analyst w/ Network Analyst MARVLIS Client MapObjects MapObjects Demand Monitor ArcGIS Engine 10.0 SP2 ArcGIS Engine 10.3 w/Spatial Analyst w/Spatial Analyst Impedance Monitor MapObjects MapObjects Deployment Planner ArcGIS Engine 10.0 SP2 ArcGIS Engine 10.3 w/ Network Analyst w/ Network Analyst w/Spatial Analyst w/Spatial Analyst Deployment Monitor ArcGIS Engine 10.0 SP2 ArcGIS Engine 10.3 w/Network Analyst w/ Network Analyst NETCaII ArcGIS Engine 10.0 SP2 ArcGIS Engine 10.3 w/ Network Analyst w/ Network Analyst Click this link for more information about ArcGIS 10.3.x Engine system requirements CP. B-23 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 iiouuuuuuuuuuu.111 m .,1111111 A Automatic Updater-A Windows service that runs on the MARVLIS Server machine that aids with the distribution and installation of new software releases or map data to client machines from a centralized server.The system is designed to allow the entire rollout process to be controlled from the office without the need to physically touch the client machines in the field. B Barrier-A barrier is a road closure,whether permanent or temporary, within the routable street network. Barrier Menu Dialog- Part of Deployment Monitor that displays currently existing road closures. It also allows for creation, editing, and deletion of road closures. C Client Configuration- Each client configuration is a collection of settings used to control the appearance and functionality of MARVLIS Client. By creating multiple client configurations, MARVLIS Client can be configured to meet a variety of needs. Communication Log Dialog- Part of Deployment Monitor that will display incoming data as it is being rendered on the map. This is most commonly used in troubleshooting. D Dashboard- MARVLIS Dashboard is the web-based service that is used primarily for building and editing Client Configurations as well as viewing various reports.The home page of Dashboard provides at-a-glance status of MARVLIS Server. Day Mode- In MARVLIS Client,this is a map display configuration that is typically used during daylight hours. Demand Configuration- In Demand Monitor, a demand configuration contains a set of parameters used to extract specific historical incident data surrounding a specific time and date. Demand Coverage Gauge-The coverage gauge,typically located in the top left corner of the Deployment Monitor map, displays the percentage of historical calls during the current time frame which are currently covered by available unit service areas. Demand Information - Part of Deployment Monitor located under the recommendation display that shows the current demand information.This optional dialog provides some detail regarding the historical incident data used to generate the visible hotspot map. Demand Monitor- Demand Monitor software is a tool in the MARVLIS Suite of products designed to help you quantify the expected location of demand for a specific time frame. Using historical data extracted from your CAD (Computer-aided Dispatch) system, Demand Monitor determines hotspots of activity for the specified time to provide you with the information necessary to best deploy your resources to meet the expected demand. Deployment Monitor- Deployment Monitor is a tool in the MARVLIS Suite of products designed to integrate with your AVL and CAD systems to map and monitor vehicles as they perform their critical duties. By combining vehicle position and status information with a customizable collection of your own GIS layers, Deployment Monitor provides a virtual window into the entire state of your B-24 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 emergency response service. Deployment Planner- Deployment Planner software is a tool in the MARVLIS Suite of products designed to assist with the creation of a posting plan that most efficiently covers the demand in your jurisdiction. G GeoLicense-A license that is based on the customer's geographic area of responsibility. H Hotspot-This term refers to the map layer that displays historical incident location information in the form of multi-colored polygons. Red and purple hotspots indicate areas where call volume is the highest, followed by yellow, then green, and finally white. Impedance Monitor- Impedance Monitor is a tool in the MARVLIS Suite of products designed to help you quantify the expected rate of travel for any given time frame for any particular road in your entire street network. L Level Report-A report in MARVLIS Dashboard, which displays the level (the number of available vehicles as defined by the user) and the number of on duty vehicles as defined by the user over a given date range. Level Reports are configured in MSA and require the MARVLIS Reporting Service to run to generate report data. M MARVLIS Client- MARVLIS Client is an in-vehicle navigation system that is designed to aid public safety field crews in reaching their destination, receive dispatch information, and convey information back to the dispatch system. It is a touch screen enabled system that contains a map display and a variety of tools that interact with the map. The map display shows current vehicle location, incident locations, and recommended routes. MARVLIS Server-A communications hub between the various components of the complete MARVLIS system, all of the Automated Vehicle Location (AVL) data and resource status information. MARVLIS Server runs as a Windows service and maintains open communication channels with the CAD and all active MARVLIS viewers. Merger- In Demand Monitor, a merger is a combination of multiple demand configurations. MSA-Abbreviated form of MARVLIS Server Administration tool. Is typically installed on the same machine as MARVLIS Server. N Network Dataset-A collection of topologically connected network elements (edges,junctions, and turns)that are derived from network sources,typically used to represent a linear network, such as a road or subway system. In the MARVLIS system, a network dataset represents a street network used for generating routes. Night Mode- In MARVLIS Client,this is a map display configuration that uses darker colors and is typically used during evening hours in order to reduce screen glare. 0 Outrasters Folder-The Outrasters folder is the typical location of the demand configuration output on the Demand Monitor machine. Normally, here: C:\Outrasters.This folder is accessed by your Deployment Monitor machines via Windows file sharing. It is possible to have more than one Outrasters folder if you have more than one demand configuration, but each should be given an B-25 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 identifying name. P Playback- Deployment Monitor can be configured to play back historical data recorded by MARVLIS Server and your CAD.This data includes unit locations, incidents, and recommendations. Post Coverage Report-The Post Coverage Report settings in MSA configure the MARVLIS Report Service and MARVLIS Deployment Monitor to record post coverage data to the MARVLIS Archive database. Post coverage data includes the deployment plan,the posts with priority, and the vehicles assigned to each post with location and status. A MARVLIS Deployment Monitor and the MARVLIS Reporting Service must be running to generate post coverage data. Post coverage report data is available in the MARVLIS Archive database for user analysis. Post Planner- Post Planner is a tool within Deployment Planner that provides an interface for the user to create, import, move, or delete posts from the current Deployment Plan configuration. Post Recommendation Dialog- Part of Deployment Monitor that displays current system level and the planned posts for that level based on the deployment plan created in Deployment Planner and implemented in Deployment Monitor. It also displays post move recommendations based on the system level and deployment plan. R Recommendation Display- Part of the Deployment Monitor application that shows which units are recommended for each incident based on drive time.This typically gives recommendations for the 3 closest units to each incident. Report History- In MARVLIS Client,the Historical Report Viewer window.This allows crews to review past incident report information. Reports Panel - In MARVLIS Client, the Reports Panel appears just below the map and illustrates different types of information to the user, such as a vehicles list, incidents list, and text directions that accompany a planned route on the map. Route Analyzer- Route Analyzer is a tool set within Deployment Planner that provides the means to generate vehicle routes on the fly.This is mostly used for testing purposes such as determining if streets newly added to the street network are being utilized in route generation or to ensure street connectivity during editing. S Service Area -Service Areas represent the distance each vehicle can travel in a set period of time. These are also known as Dynamic Service areas (DSAs) and response areas.A service area is typically represented as a polygon surrounding a unit on a map and moves as the unit moves. Status Trigger- MARVLIS Client can prompt field crews for information when they change their status using Triggers.The prompts or actions are either custom developed triggers or included triggers like text input or numeric input and are set within Client Configuration under Status. Supervisor Mode- In MARVLIS Client,this mode allows a supervisor or administrator to view other vehicles and incidents as they are updated in the dispatch system. Information is presented on both the map and report display. This includes vehicle information such as location, status, and incident assignment, as well as incident locations and details. U Unit Attribute Dialog- Part of Deployment Monitor that displays unit details for all units currently B-26 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 displayed on the map. Details include unit name, current status, assigned incident, last reported travel speed and the time of the last location report. Update Client-A Windows service that resides on the MARVLIS Client machine. The Update Client is an in-vehicle component responsible for the re-assembly and installation of downloaded releases originating from the Automatic Updater. Update Client Admin-A tool within MARVLIS Server Administration. The Update Client Admin tool is a user interface for the Automatic Updater service that is used to show the status of client installations and to control the rollout of releases on a vehicle by vehicle basis. In addition, this utility can trigger the installation process after a release has been downloaded. Update Server Admin -A tool within MARVLIS Server Administration.The Update Server Admin tool serves as both a monitoring and administration tool for the Update Server. It shows the current transmission activity of the server along with statistical information about the server itself. It allows for the temporary adjustment of server parameters in memory without having to restart the system. B-27 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 G NET Framework• 16, 17, 18,20,21 Glossary• 25 B I BCS • 11 Impedance Monitor• 21 Copyright• 11 Requirements •21 D M Demand Monitor• 17 MARVLIS • 1 1, 13 Requirements • 17 Introduction • 11 Deployment Monitor• 18 Licensing• 11 Requirements • 18 System Architecture • 13 Deployment Planner• 20 MARVLIS Client• 16 Requirements •20 Requirements • 16 E MARVLIS Server• 15 Esri• 22 Requirements • 15 ArcGIS Engine 10.0 SP2 • 22 0 ArcGIS Engine 10.3 • 22 OpenGL Requinnents 18 B-28 CORE/0804998.0008/128897050.2 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 Orange County Project Timeline May 4, 2017 Date of Contract Approval (DOCA): Initial Payment, 40% of Contract Value Due Initial Customer Technical Conference Call: DOCA + 5 days BCS begins installation of software per Exhibit B: DOCA + 5 days BCS completes initial installation: DOCA+ 15 days BCS technical discussion with customer personnel to discuss desired configuration settings: DOCA + 20 days BCS completes initial configuration of installed software: DOCA + 25 days Begin Testing of Configured Software: DOCA + 30 days Complete Software Testing: DOCA + 40 days Second Contract Payment, 40% of Contract Value Due Training Schedule issued: DOCA + 45 days Begin Training of Customer Personnel: DOCA + 50 days Complete Training: DOCA + 55 days Installation and Training Complete: DOCA+ 60 days One Year Warranty Period Begins Begin Customer Acceptance Run: DOCA + 60 days End Acceptance Run: DOCA+ 90 days Final Contract Payment, 20% of Contract Value Due DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 BCS Contract Change Order Effective Date: May 3, 2017 Change Description: This section describes the changes to be made to the software or services as defined in the Master License Agreement. Scheduled Completion Date: July 31, 2017 Cost of Change Order: $1,200 BCS Approval By: Printed Name: Tony Bradshaw Title: Date: Customer Approval By: Printed Name: Title: Date: Bradshaw Consulting Services,Inc.•2170 Woodside Executive Ct.,Aiken,SC 29803•TEL 803.641.0960•FAX 803.641.1919 DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 BRADS-1 OP ID: CH ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE[MMlDDrIYYY] 1112812016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:CT Philip R. Merry,Jr. Hutson-Etherredge Companies PHONE g03 FAX -649-5141 129 Park Avenue, S.W. (A/C,No,Ext): (A1C,No): 803-648-3179 P. O. Box 419 E-MAIL Aiken, SC 2 98 02-041 9 ADDRESS: Philip R.Merry,Jr. INSURER(S)AFFORDING COVERAGE NAIC p INSURER A:State Auto Insurance Co. 25135 INSURED Bradshaw Consulting Services INSURER B:Auto-Owners Insurance 18988 Tony Bradshaw INSURER C:Ace American Insurance Company 2170 Woodside Executive Ct. Aiken, SC 29803 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS {MMlDDlYYYY) (MMlDDlYYYY) A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE OCCUR BOP9552989 10/13/2016 1011312017 DAMAGETO RENTED 300,000 PREMISES{Ea occurrence} $ X Business Owners MED EXP(Any one person) $ 5,000 PERSONALS ADS INJURY $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) B X ANY AUTO 4214578800 12/20/2015 12/20/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE CXS2088563 10/13/2016 10/13/2017 AGGREGATE DED RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y!N A ANY PROPRIETOR/PARTNER/EXECUTIVE NIA WCP9552991 10/16/2016 10/16/2017 EL.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional Liab. G4208849-006 05/29/2016 05/29/2017 Ea.Claim 1,000,000 Ded.$5,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ORANGEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Government ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE eUT/i4,04 ReII /story-• I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD