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HomeMy WebLinkAboutC15-179 Brazos Technology Corporation License AgreementLICENSE AGREEMENT AND AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND BRAZOS TECHNOLOGY CORPORATION THIS AGREEMENT ("Agreement") is effective as of the day of , 2015 by and between Brazos Technology Corporation, a Texas Corporation having its principal place of business at 526 U ' ersity Drive East, Suite 201-A, College Station, Texas (hereinafter "Vendor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, Vendor has developed a proprietary software product, which is designed to extend data and processes across multiple platforms and technologies (hereinafter referred to as the "Software," which is defined in Section 1.10 herein). WHEREAS, County desires to obtain a perpetual, non -revocable, non-exclusive license to use Software and purchase the related Covered Services developed by Vendor for the purpose of modernizing the traffic -ticketing process; and WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Software and Services defined below in paragraphs 2 and 3 hereof, and WHEREAS, this Agreement shall govern the relationship between Vendor and County in connection with the Services. INCORPORATION OF DOCUMENTS The following documents are attached hereto and, by this reference, incorporated into this Agreement Exhibit A Statement of Work Exhibit B Fees Exhibit C Service Level Agreement Exhibit D Insurance Certificate AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Vendor and County agree as follows: Definitions: 1.1 "Authorized Persons" means the Vendor's employees, contractors, subcontractors or other agents who need to access the County Data to enable the Vendor to perform the services required. 1.2 "Covered Services" means 1) those web -hosted Electronic Citation System ("ECS") Server Software services, which will receive and store County Data (citation information) and interface with designated court systems, and will operate in connection with the Software, as further described and in accordance with the provisions of Vendor's Statement of Work attached hereto as Exhibit A and incorporated herein by this reference; and 2) training services as provided in Exhibit A. 1.3 "Maintenance Services" means software maintenance and support services as provided in the written agreement between Vendor and County concerning ongoing support and maintenance of the Software and applicable Covered Services, which is attached hereto as Exhibit C, and incorporated herein by this reference. 1.4 "Data Breach" means the unauthorized access by a non -Authorized Person(s) that results in the use, disclosure or theft of a County Data. 1.5 "Planned Downtime" is a period of time during which IT operations are restricted and unavailable in order to implement upgrades, repairs and other changes. Unlike in more catastrophic types of downtime, planned downtime occurs when planners have set aside a particular time period to shut down or restrict operations. 1.6 "County" Eagle County Government. 1.7 "County Data" means all data created or in any way originating with the County, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the County or was shared with the County by another law enforcement agency, whether such data or output is stored on the County's hardware, the vendor's hardware or exists in any system owned, maintained or otherwise controlled by the County or by the vendor. 1.8 "County Identified Contact" means the person or persons designated in writing by the County to receive security incident or breach notification. 1.9 "Security Incident" means the potentially unauthorized access by non -authorized persons to personal data or non-public data the vendor believes could reasonably result in the use, disclosure or theft of a County Data within the possession or control of the vendor. A security incident may or may not turn into a data breach. 1.10 "Software" means the Brazos Technology proprietary eCitation Client Software product, which is installed on computer devices utilized by the County for purposes of implementing the electronic citation system and synchronize authorized computer devices to the ECS Server, as further defined in Exhibit A hereto. 1.11 "Statement of Work" means the written statement in a solicitation document or contract that describes the County's service needs and expectations, attached hereto as Exhibit A. 1.12 "Updates" are any small to large change in code or software functionality. Updates can remedy bugs or provide greater functionality. All updates are included in the Maintenance cost. 1.13 "Vendor" means Brazos Technology Corporation and its employees, subcontractors, agents and affiliates who are providing the services agreed to under the contract. 1.14 "Go Live" means first date the County writes an official, legally binding `citation on the Brazos system 2. Grant of License: 2.1 Vendor hereby grants to County a perpetual, non -revocable, non-exclusive license to use the Software and the documentation, if any, provided in connection therewith (hereinafter referred to as the "Documentation"). The Software license granted here, and the restrictions contained in this Section 2, shall survive expiration or termination of this Agreement. 2.2. Limitation of Use County acknowledges and agrees that County will not timeshare, modify, sublicense, transfer, assign, copy, reverse engineer or decompile the Software, Documentation or any portion thereof except as expressly set forth herein. County further acknowledges and agrees that County will limit its use of the Software and Documentation to the number of users and/or the site location identified in Exhibit A to this Agreement. 2.3. Ownership County acknowledges and agrees that Vendor is the sole owner of all right, title and interest in and to the Software and Documentation and that nothing contained herein shall grant County any ownership interest in the Software or Documentation. 2.4. Non -disclosure. Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 2 County acknowledges and agrees that the Software and Documentation contain trade secrets and/or confidential information (hereinafter collectively referred to as "Confidential Information") and that County will take reasonable efforts to prevent the disclosure of such Confidential Information to any third party Covered Services and Maintenance Services: 3.1 The Vendor shall, during the Term of this Agreement, provide the Covered Services as defined in Exhibit A and Maintenance Services defined in Exhibit C, subject to and in accordance with the terms of this Agreement. The number of authorized County users, if any limitation exists, shall be defined in Exhibit A. 3.2. County's right to the Covered Services and Maintenance Services is non-exclusive and non-transferrable and is subject to County's compliance with the terms of this Agreement and payment of the Fees set forth in Section 6 herein. 4. County's Representatives. The Eagle County Sheriff's designee and/or the Eagle County IT Director's designee shall be Vendor's contact(s) with respect to this Agreement and performance of and provision of the Maintenance Services. 5. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 19 hereof, shall continue for one year. Thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Term"), unless either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the initial Term or any Renewal Period. The County's License to use the Software, as granted herein, is perpetual and non -revocable and shall continue beyond the Term or any Renewal Term. 6. Fees. 6.1 For the Software and Covered Services during the initial Term, County shall be responsible for and shall pay to Vendor the fees as further described in Exhibit B, attached hereto and incorporated herein by this reference, subject to the terms and conditions contained in this Agreement and its incorporated Exhibits. Payment for Services provided in accordance with the terms and conditions of this Agreement shall be due and payable thirty (30) business days after receipt of a properly submitted and accurate invoice from Vendor. 6.2 Fees for Covered Services and Maintenance Services for any Renewal Term may be: (a) increased no more than three percent (3%) on an annualized per -user basis. Vendor shall provide County with notice of such increases in fees no later than 60 days prior to the expiration of the then current Term or Renewal Term. 6.3 Credits. Any amounts due to County, such as an Uptime Commitment Credit as detailed in Exhibit C, from Service Provider may be applied by County, at the sole election of County, against any current or future fees due to Vendor. Any such amounts that are not so applied by County shall be paid to County by Vendor within thirty (30) calendar days following County's request. This Section shall survive the termination of this Agreement. 6.4 No Suspension of Services. Vendor shall not suspend any part of the Services where: (a) County is reasonably disputing any amount due to Vendor; or, (b) any unpaid but undisputed amount due to Vendor is less than ninety (90) business days in arrears. 6.5 County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6.6 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Vendor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 7. Subcontractors. Vendor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Vendor. Vendor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Vendor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Vendor by the terms of this Agreement, and to assume toward Vendor all the obligations and responsibilities which Vendor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Vendor and Vendor shall cooperate in such process. The Vendor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 8. Insurance. Vendor agrees to provide and maintain at Vendor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: 8.1. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $2,000,000 per claim and $2,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer, computer system, network or similar computer related property and the data, software and programs thereon. 8.2. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit D. ii. Vendor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Vendor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 4 V. Vendor is not entitled to workers' compensation benefits except as provided by the Vendor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Vendor or some other entity. The Vendor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. Warrantv. 9.1. Vendor warrants and represents that it is the owner of all right, title and interest in and to the Software and Documentation and ECS Server Software application, and that use of the same as contemplated herein shall not infringe upon any third party patent or copyright This warranty and representation does not apply to any infringement arising out of any unauthorized modification of the Software or Documentation or any infringement arising out of the use of the Software or Documentation or Covered Services in combination with any third party product, other than as authorized by Vendor. 9.2 Vendor warrants, for County's benefit alone, that the Software conforms in all material respects to the specifications for the current version of the Software provided by Brazos Technology, beginning on upon the earlier of (i) the date of County's cutover to live operation of the Software (Go-live)or (ii) September 1, 2015, and ending twelve (12) months thereafter (the "Warranty Period"). This warranty is expressly conditioned on County's observance of the operation, security, and data -control procedures set forth in the Documentation included with the Software. During the Warranty Period, the Covered Services and Maintenance Services shall be provided in accordance with Exhibit C. 9.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND BRAZOS TECHNOLOGY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR VERBAL, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRAZOS TECHNOLOGY DOES NOT WARRANT OR REPRESENT THAT ANY USE OF THE SOFTWARE OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE, BUT RATHER COMMITS TO THAT THE SOFTWARE, COVERED SERVICES AND MAINTENANCE SERVICES WILL BE PROVIDED AND MAINTAINED IN ACCORDANCE WITH EXHIBIT C. 10. Indemnification. The Vendor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Vendor or any of its subcontractors hereunder; and Vendor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply: 1) to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Vendor or 2) to the extent that such damages result from the negligence or actions of the County's officers, agents and employees. This paragraph shall survive expiration or termination hereof. 11. Limitation of Liability. 11.1. COUNTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE PROVIDED HEREIN, BRAZOS TECHNOLOGY SHALL NOT BE LIABLE TO COUNTY OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY ECONOMIC LOSS, LOST PROFITS, LOST SAVINGS, ARISING OUT OF THE USE OF THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF WHETHER ARISING UNDER STRICT LIABILITY. 11.2. COUNTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE ENTIRE LIABILITY OF BRAZOS TECHNOLOGY TO COUNTY FOR ANY LOSS OR CLAIM ARISING OUT OF THIS AGREEMENT, ANY USE OF THE SOFTWARE OR DOCUMENTATION, OR ANY INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EXCEED THE LIMITS OF INSURANCE REQUIRED OF BRAZOS TECHNOLOGY HEREUNDER Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 12. Data Ownership: Vendor acknowledges and agrees that County owns all rights, title and interest in the County Data. The vendor shall not access County user accounts or County Data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) for proactive service and problem resolution, (4) as required by the express terms of this contract or (4) at the County's written request. 13. Data Protection: Protection of County Data shall be an integral part of the business activities of the Vendor to ensure there is no inappropriate or unauthorized use of County information at any time. To this end, the vendor shall safeguard the confidentiality, integrity and availability of County information and comply with the following conditions: 13.1 The vendor shall implement and maintain commercially reasonable and appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of County Data. Such security measures shall be in accordance with recognized industry practice. 13.2 All data obtained by the vendor in the performance of this contract shall become and remain the property of the County. 13.3 All County Data shall be encrypted in transit with controlled access, with the level of protection and encryption identified for County upon request. Unless otherwise stipulated, the vendor is responsible for encryption of the County data. 13.4 At no time shall any data or processes — that either belong to or are intended for the use of a County or its officers, agents or employees — be copied, disclosed or retained by the vendor or any party related to the vendor for subsequent use in any transaction that does not include the County. 13.5 The vendor shall not use any information collected in connection with the service issued from this proposal for any purpose other than fulfilling this agreement. 14. Data Location: The vendor shall provide its services to the County and its end users solely from data centers in the U.S. Storage of County data at rest shall be located solely in data centers in the U.S. The vendor shall not allow its personnel or contractors to store County data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The vendor shall permit its personnel and contractors to access County Data remotely only as required to fulfill this agreement. 14.1 Third party data locations: If the vendor contracts with a third party for data -center or server storage, Vendor must promptly provide written notice to County regarding identity of said third party. Vendor acknowledges and agrees that Vendor will maintain all responsibilities for County Data and all Vendor agrees to ensure that all obligations, restrictions and conditions contained in this Agreement with respect to County Data also apply to said third party. 15. Security Incident or Data Breach Notification: The vendor shall inform the County of any security incident or data breach. 15.1 Incident Response: The vendor may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing security incidents with the County should be handled on an urgent as - needed basis, as part of vendor communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract. 15.2 Security Incident Reporting Requirements: The vendor shall report a security incident to the appropriate County identified contact immediately as defined in the SLA. Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 15.3 Breach Reporting Requirements: If the vendor has actual knowledge of a confirmed data breach that affects the security of any County content that is subject to applicable data breach notification law, the vendor shall (1) promptly notify the appropriate County identified contact within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner. In the case of a data breach originating from the County's responsibilities, the vendor will work with the County to identify and resolve the Breach, but the County will be responsible for any remediation steps as required by law. 16. Breach Responsibilities: 16.1 The vendor, unless stipulated otherwise, shall immediately notify the appropriate County identified contact by telephone and email in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. 16.2 In the case of a Breach originating from the County, the vendor will provide assistance to the County for identification and resolution, but the County will have sole responsibility for any remediation actions necessary as a result of the Breach. 16.3 The vendor, unless stipulated otherwise, shall promptly notify the appropriate County identified contact within 24 hours or sooner by telephone and email, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been a data breach. The vendor shall (1) cooperate with the County as reasonably requested by the County to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post -incident review of events and actions taken to make changes in business practices in providing the services, if necessary. 16.4 Unless otherwise stipulated, if a data breach is a direct result of the vendor's breach of its contract obligation to encrypt personal data or otherwise prevent its release, the vendor shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by state law; (3) a credit monitoring service required by state (or federal) law; (4) a website or a toll-free number and call center for affected individuals required by state law — all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $201 per record/person) in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonably determined by vendor based on root cause; all [(1) through (5)] subject to this contract's limitation of liability. 17. Notification of Legal Requests: The vendor shall contact the County upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the County's Data under this contract, or which in any way might reasonably require access to the data of the County. The vendor shall not respond to subpoenas, service of process and other legal requests related to the County without first notifying the County, unless prohibited by law from providing such notice. 18. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County Sheriff's Office Eagle County, Colorado Attention: Sheriff James Van Beek 885 E. Chambers Ave Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. Post Office Box 359 Eagle, CO 81631 Telephone: 970-328-8500 Facsimile: 970-328-1448 E -Mail: James.vanbeek@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us Vendor: Brazos Technology Attn: Sam Williams P.O. Box 10713 College Station, TX 77842 Telephone: 979.690.2811 x1505 Facsimile: 713.583.9323 Email: swilliams@brazostech.com 19. Termination. 19.1 County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with thirty (30) calendar days' prior written notice to the Vendor. 19.2 Either party may terminate this Agreement in the event that the other party commits a material breach of this Agreement and fails to cure such material breach within twenty (20) days after receiving written notice of the same. 19.3 In the event of a termination of the contract, the vendor shall implement an orderly return of County Data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of County Data. 19.4 In the event of a termination of this Agreement, County will cease use of the Covered Services, except as needed for the orderly return of County Data. 19.5 During any period of service suspension, the vendor shall not take any action to intentionally erase any County Data. 19.6 In the event of termination of any services or agreement in entirety, the vendor shall not take any action to intentionally erase any County Data for a period of 60 days after the effective date of termination. After such period, the vendor shall have no obligation to maintain or provide any County Data and shall thereafter, unless legally prohibited. After the 60 day period, unless otherwise agreed upon by Vendor and County in writing, Vendor will securely dispose all County Data in its systems or otherwise in its possession or under its control. 19.7 The County shall be entitled to any post -termination technical assistance generally made available with respect to the services. Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 8 19.8 The vendor shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup tape and paper, when requested by the County. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST) -approved methods. Certificates of destruction shall be provided to the County. 20. Background Checks: The vendor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the contract who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The vendor shall promote and maintain an awareness of the importance of securing the County's information among the vendor's employees and agents. 21. Access to SecuritLogs and Reports: The vendor shall provide reports to the County upon request. Reports shall include user access, user access IP address, user access history and security logs for all County data related to this contract. 22. Data Center Audit or Vulnerability Scanning: To ensure the security of County Data maintained by Vendor, the Vendor shall engage an independent third party or utilize independent third -party software services to perform an independent audit or vulnerability scanning of its data centers at least annually at its expense, and provide a redacted version of the audit report upon request. The vendor may remove its proprietary information from the redacted version. This audit or vulnerability scanning shall include at minimum a scan of the organizations Internet perimeter, web application firewall, crawling and testing web applications to identify vulnerabilities including for cross -site scripting and SQL injection. Any items that don't meet standards or are marked as critical must be addressed and corrected by Vendor in a timely manner, as mutually agreed upon by the Parties. 23. Change Control and Advance Notice: The vendor shall give 10 business days advance notice and detailed release notes regarding changes to the services to the County of any upgrades that may impact service availability and performance. 24. Security: The vendor shall disclose its non-proprietary security processes and technical limitations to the County such that adequate protection and flexibility can be attained between the County and the vendor. For example: virus checking and port sniffing. 25. Non -disclosure and Separation of Duties: The vendor shall enforce separation of job duties, require commercially reasonable non -disclosure agreements, and limit staff knowledge of County Data to that which is absolutely necessary to perform job duties. 26. Export of Data: The County shall have the ability to export data in piecemeal or in entirety at its discretion without interference from the vendor. This includes the ability for the County to export data to/from other vendors or service providers in a CSV format or other mutually agreeable format. 27. Responsibilities and Uptime Guarantee: The vendor shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of the vendor. The system shall be available 24/7/365 (with agreed-upon planned downtime), and provide service to County as defined in Exhibit C. 28. Subcontractor Disclosure: The vendor shall identify all of its strategic business partners related to services provided under this contract, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the vendor, and who shall be involved in any application development and/or operations. 29. Business Continuity and Disaster Recover. As a part of the Services, vendor is responsible for maintaining a backup of County Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of County Data that can be recovered within one day (24 hours) at any point in time. Additionally, vendor shall store a backup of County Data in an off-site "hardened" facility no less than weekly, maintaining the security of County Data, the security requirements of which are further described herein. Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 0 30. Venue. Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 31. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 32. Other Contract Requirements and Vendor Representations. 32.1. Vendor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. 32.2. Vendor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 32.3. To the extent possible, Vendor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 32.4. To the extent possible, Vendor has given County written notice of all conflicts, errors, or discrepancies. 32.5. Vendor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. 32.6. This Agreement constitutes an agreement for performance of the Services by Vendor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master -servant, partnership, joint venture or any other relationship between County and Vendor except that of independent contractor. Vendor shall have no authority to bind County. 32.7. Vendor represents and warrants that at all times in the performance of the Services, Vendor shall comply with any and all applicable laws, codes, rules and regulations. 32.8. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 32.9. Either party shall not assign any portion of this Agreement without the prior written consent of the other party. Any attempt to assign this Agreement without such consent shall be void. 32.10. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 32.11. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material") is proprietary and confidential information of Brazos Technology Corporation. 10 32.12. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 32.13. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Vendor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Vendor shall not employ any person having such known interests. 32.14. The Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. [REST OF PAGE INTENTIONALL Y LEFT BLANK] Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material') is proprietary and confidential information of Brazos Technology Corporation. 11 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Attest: M, tl � By: p•P. Teak J. Simonton, Clerk to the Board s� COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By:Chandle r lX Lj� nry, airmanwi EA( VENDOR: BRAZjOS TECHNOLOGY, INC. PrintName: Yt 1 i4�+ n f % �,' q rr1 S Title: Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material') is proprietary and confidential information of Brazos Technology Corporation. 12 EXHIBIT A STATEMENT OF WORK Eagle County Sheriffs Office Colorado Electronic Citation System Statement of Work January 10, 2015 Submitted by: brazos technology Brazos Technology 526 University Drive East, Suite 201A College Station, TX 77842 979.690.2811 www.brazostech.com Copyright© 2015 Brazos Technology Corporation, Inc. All rights reserved. All material (in whatever medium or format) and information contained herein (collectively, "Material') is proprietary and confidential information of Brazos Technology Corporation. 13 COPYRIGHT NOTICE Copyright © 2015 by Brazos Technology Corporation. All rights reserved. This document is protected by the copyright laws of the United States of America. The information contained herein is confidential and includes trade secrets of Brazos Technology Corporation. It shall not be disclosed outside Eagle County. It shall not be duplicated, used, or disclosed, whole or in part without the express written consent of an authorized representative of Brazos Technology Corporation. Use of this information for any purpose other than that for which it has been provided without the prior written consent of an authorized representative of Brazos Technology Corporation is prohibited. 15 TABLE OF CONTENTS COPYRIGHTNOTICE..............................................................................................................15 CHANGEHISTORY.................................................................................................................. 17 DEFINITIONS/ACRONYMS......................................................................................................18 ACRONYMS........................................................................................................................... 18 DEFINITIONS......................................................................................................................... 18 OVERVIEW...............................................................................................................................19 PURPOSE.............................................................................................................................. 19 OBJECTIVES......................................................................................................................... 19 KEYASSUMPTIONS............................................................................................................. 20 PROJECTSCOPE.................................................................................................................... 21 DELIVERABLES AND SCHEDULE.......................................................................................... 24 EXISTING CITATION PROCESS........................................................................................... 24 PROPOSEDSYSTEM............................................................................................................ 24 ACCEPTANCE TESTING PLAN (ATP).................................................................................. 24 SYSTEMINSTALLATION....................................................................................................... 24 TRAINING.............................................................................................................................. 24 ACCEPTANCE....................................................................................................................... 25 FULLROLLOUT..................................................................................................................... 25 SCHEDULE............................................................................................................................ 26 CHANGEMANAGEMENT........................................................................................................ 28 PROJECTMANAGEMENT.......................................................................................................29 BRAZOSTEAM...................................................................................................................... 29 EAGLE COUNTY SHERIFF'S OFFICE TEAM........................................................................ 30 PROGRESSMEETINGS........................................................................................................ 31 SIGNATURES.................................................................. ERROR! BOOKMARK NOT DEFINED. APPENDIX I - CHANGE ORDER FORM.................................................................................. 32 16 V1.9 CHANGE HISTORY Change History Version Action Author Date Samuel V 1.0 Created Williams 1/10/2015 (Brazos) Samuel V 2.0 Created Williams 2/11/2015 (Brazos) Samuel V 3.0 Created (w/markups) Williams 2/19/2015 (Brazos) Samuel V 4.0 Created (w/markups) Williams 3/17/2015 (Brazos) Samuel V 5.0 Created Williams 3/23/2015 (Brazos) 17 V1.9 DEFINITIONS/ACRONYMS Acronyms The following acronyms are used throughout the SOW. • WP — Work Plan • RMS — Records Management System • CMS — Court Management System • CAD — Computer Aided Dispatch • ECS — Electronic Citation System • SLA - Software License Agreement • SMA — Software Maintenance Agreement • PDA — Portable Data Assistant (any handheld or other mobile platform running a standard operating system) • Sync — A process through which citation data is transmitted from the Device to the Brazos Server, and through which new software updates are transmitted from the Brazos Server to the device. Definitions The following definitions are used throughout the SOW. • Acceptance of Deliverable - Written notification from Eagle County Sheriff's Office to Brazos, signed by the responsible Eagle County Program Manager, indicating that the Deliverable has been evaluated and satisfies the Acceptance Criteria of each Deliverable • Deliverables - Any materials procured or prepared by Brazos or services provided by Brazos to Eagle County 18 V1.9 OVERVIEW Purpose This Statement of Work ("SOW") is between Brazos Technology Corporation (hereinafter referred to as "BRAZOS") and EAGLE COUNTY SHERIFF'S OFFICE covers the engagement of BRAZOS to provide Electronic Citation System (ECS) software and solution implementation services. This Statement of Work provides the understanding of the objectives, approach, schedule, deliverables, and costs for this engagement. This document supersedes any previous version of this SOW and is valid for thirty (30) days from the date on the title page, unless executed by BRAZOS and EAGLE COUNTY SHERIFF'S OFFICE. Objectives The purpose of this project is the implementation of a turnkey Electronic Citation System for Eagle County Sheriff's Office. This project will install a critical countywide application for Eagle County Sheriffs Office. One of the goals of the electronic dictation effort is to have a common platform that could be used by all citation issuing departments within the County (Vail Police Department, Avon Police Department, Basalt Police Department, Town of Gypsum and Minturn (ECSO Contracted Law Enforcement), Eagle Police Department, and potential others. The summary scope of this project includes the following: 1. Once the citation information is captured, it must be sent to the correct systems with no manual data entry, except for specific approvals to be defined later. 2. The ECS must provide intuitive, easy-to-use software that requires minimal training. 3. The ECS must provide the ability to fully customize each of the screens on the MDC to meet the exact process -flow desired by the County. 4. The ECS must provide the ability to add additional customized forms (at additional cost) such as field interview, code enforcement, traffic collision, etc. that also meet the flow process as desired by the County. 5. The ECS must enable officers to enter notes via text (voice recording will also be available. 6. The ECS must support the Court's current citation numbering system. 7. The ECS must allow the County to fully customize the layout of the citation printout. 8. The ECS must create an electronic data file when a citation is completed and approved and provide the ability to transfer that data file which will then be made available for import into the State Court System (when available). A PDF image of the approved citation record will also be exported to the Court. 9. The ECS must provide a means of "information sharing" between the participating Eagle County agencies. This will be accomplished utilizing the Brazos Information Sharing Portal. Agencies within Eagle County that choose to participate will be able to view (view ONLY) all records from other participating agencies. 10. Brazos is in the process of incorporating IBM Cognos analytics into the reporting capabilities that already exist within the Brazos ECS. Once fully available, Brazos will provide the IBM Cognos dashboard to Eagle County as a part of their ECS at no additional charge. 19 V1.9 11. The ECS will include the Citation Entry Screen (CES) that will allow authorized users with the ability to enter data from manual (paper) citations into the ECS through the secure web portal. Key Assumptions 1. All deliverables and timelines assigned to EAGLE COUNTY will be held to the same standards of delivery as those assigned to BRAZOS. 2. The version of the citation/information received by the violator shall not be considered to be the official charging document, but merely a copy of the citation/information in the form it will be submitted to Prosecutor's office for approval and the Court for filing except as noted below. 3. Installation of Hardware required in County Vehicles shall be completed by County Personnel and facilities. 4. Eagle County Sheriff's Office will deploy initially on fifteen (15) PDAs. 5. Deployment of the Brazos ECS for Eagle County will utilize the Brazos hosted environment. 6. All EAGLE COUNTY SHERIFF'S OFFICE personnel involved in the Pilot Project will participate fully in the training provided by BRAZOS. 7. The officers will be authorized to VOID a citation on the PDA, after save but before sync. Notations as to the reason for VOID are required. 8. The violator's signature is not required to appear on the violator's copy of the citation/information provided to the violator by the issuing officer at the time of issuance. 9. The citation number sequence shall follow a unique numbering system. 10. Ticket types will consist of Criminal and Traffic for Municipal eCitation, County/State eCitation, and Warning Tickets. 11. While the standard Parking eCitation will be provided as part of this project, a customized eParking Task is NOT in -scope for the project. 12. Charges identified will be specific to each Ticket type, as further defined during the design phase. 13. Interface to current production version of Intergraph ILEADS Records Management System (RMS) is NOT in -scope for the initial project. 14. Ability for System Administrator to add/modify/delete statues, codes, etc. as further defined during the design phase. 15. Allow for pre-set fines and fees per offense so as to eliminate the need for Officers to enter and/or calculate fees due. Exceptions to be allowed as further identified during the design phase. 16. Ability to exclude fees for charges that require a court appearance or summons. 17. Interface to the Municipal Court System(s) is included in this Phase of the project (To Be Identified during Kick -Off). 18. Interface to the County/State Court System is included in this Phase of the project (pending State Judicial authorization and assistance for the interface) 20 V1.9 PROJECT SCOPE As previously stated, BRAZOS will work with EAGLE COUNTY SHERIFF'S OFFICE to deliver the Electronic Citation System (ECS) upon contract award to BRAZOS. The system will be installed on EAGLE COUNTY SHERIFF'S OFFICE PDA's and allow officers to capture all information for citations/warnings, print a copy of the citation for the violator, and electronically transfer all information into the respective Court system(s). 1. Project Administration BRAZOS will provide all project management associated with the system and will identify the project manager at the beginning of the project. This single point of contact will not change during the project without written authorization by EAGLE COUNTY SHERIFF'S OFFICE. BRAZOS is committed to delivering a successful Electronic Citation System (ECS) project to our customers. Our implementation approach has been highly successful, and we feel that this process provides the best method to minimize risks and ensure a successful project. The key is to involve the customer in all phases of developing and implementing software specifically for them, to meet their specific needs. This process is comprised of the following: • Kick-off Meeting. An on-site meeting or conference call style meeting with the project owners to define roles, responsibilities, and outline the schedule. This meeting will also include review of all initial requirements of the SOW document. • Completion and acceptance of the final SOW document. Brazos will update the Statement of Work and provide it to EAGLE COUNTY SHERIFF'S OFFICE for review. The SOW will include all significant work tasks, steps, timeframes and deliverables required to complete Phase I, including software installation, interface customization, implementation, testing, and training. • Setup and Configuration. Brazos Technology works with the County to install and configure the ECS client software, import offenses, layout the defendant's receipt, configure reports, and any other configuration required by the County. EAGLE COUNTY SHERIFF'S OFFICE will perform any tasks related to enabling the Sheriff's Office to install any vehicle mounted hardware prior to BRAZOS arriving onsite for the initial training. • Begin Pilot. The pilot program should involve a handful of key officers designated by EAGLE COUNTY SHERIFF'S OFFICE, who will adapt to this technology quickly. They will be given full software training in order to understand and become familiar with the technology. The training process includes going out on the street and writing warning -citations with a BRAZOS trainer to ensure comfort with the technology. • Operational Pilot. The operational phase of the pilot begins once the officers are familiar with the technology and we have verified successful data transfer to the Court System(s). At this point the pilot officers will begin writing actual citations. This process serves two purposes: 1) validation of the entire process prior to engaging the entire police force and, 2) providing positive feedback to circulate within the department prior to full rollout. The duration of this phase is different for every department but needs to encompass the complete court cycle (life -cycle) of a citation, which is defined as a person receiving a citation and resolving/disposing that citation at the Court. Full Rollout. The rollout process is primarily the training of all additional officers specified as participants in Phase I in use of the new system. The preferred process for training is to provide a class room style of instruction, followed by a "hands on" session that may include DL checks, ride-alongs, etc., to ensure every officer has used the system in the field. It is the intent of this project that certain officers identified as train -the -trainers from the Pilot Project will be utilized at this stage to assist with the training of the additional officers. 21 V1.9 • Post Action. Finally, after the full rollout, we will convene with the project owners to determine what went well and what improvements are required of the system, process, or any other aspect of the project. A full project review will be documented by Brazos and provided to the Eagle County Sheriff's Office Project Manager. Steps to transition to Phase II of the project may be incorporated at this time. The delivery and training processes are the most significant keys to the success of this project. We will jointly determine the Operational Pilot duration, depending upon officer success and satisfaction and their recommendations for deployment. When all parties agree, Full Rollout training and deployment will begin. 2. Training BRAZOS will provide all training associated with the Electronic Citation System (ECS) and will identify the Training Lead at the beginning of the project. In order for this project to be successful, the officers need to know not only the basics of the software, but first -level troubleshooting tips for the hardware and operating system as well. It is our experience that the officers must be proficient in the mobile hardware for this project to have the long term success that EAGLE COUNTY SHERIFF'S OFFICE and BRAZOS are looking for. The delivery and training processes are the most significant key to the success of this project. The Brazos Training Lead will ensure that all levels of Eagle County Sheriff's Office personnel who utilize the Brazos Solution will receive adequate training. Brazos will incorporate measurement tools to assist in monitoring the end-users competence in using the system. Classroom Training. The Train -the -Trainer course shall involve all officers specified to participate in the Operational Pilot (limit = 14 Officers). They will be given full software training in order to understand and become familiar with the technology. The training process includes producing several test citations with a trainer to ensure comfort with the application. Practical Application. The practical application phase begins once the officers are familiar with the technology. At this point the pilot officers will begin writing real citations. Administrator Training. The Brazos ECS provides powerful management tools with great ease of use for agency administrators and management. BRAZOS will provide sufficient training to designated management personnel for them to be able to utilize those tools as well as have a solid understanding of the capabilities of the system. 3. eCitation Client Software The BRAZOS ECS client software will be installed on 15 PDA's allowing the officers to write, print, and push citations electronically to the Court software system(s). All ECS software is embedded on the PDA and is completely functional with or without a network connection. The software will be configured for EAGLE COUNTY SHERIFF'S OFFICE and the County will have the ability to define, approve and modify the layout of all screens and print jobs under the scope of this agreement. The software will have the ability to: • Allow officers to quickly and easily capture citation information. • Print the citation in the field for the violator using a Bluetooth connection to a mobile printer. • Capture pictures of the violator and associate the pictures with the citation. • Capture voice, diagrams, and general text notes fields on each citation. • Push citations via a network connection. (Brazos will work with Eagle County to identify the best methods for connectivity (docking cradles, cellular (If established by Eagle County), 802.11, Bluetooth, etc.) 22 V1.9 4. ECS Server Software EAGLE COUNTY SHERIFF'S OFFICE will utilize the hosted Brazos ECS server for all reporting, interface and administrative functions. There are no limitations to the number of users of the hosted system and any future hardware/software requirements or upgrades are the responsibility of BRAZOS. The ECS server provides the following benefits: • Access to add/change/delete any dropdown on the PDA (i.e. offenses, streets, officers, etc.). • Access to all reports (i.e. STEP reports, Citation Detail, and over 35 other standard reports). • Configuration and management of all users of the ECS for both the server and the clients. • View and query images of citations captured via the mobile devices via internet browser. • Creation/modification of interfaces to new/existing systems. • Citation Entry Screen (CES) for entry of either paper tickets or modification to previously captured information by an authorized court assigned user (Program should also have some type of tracking capabilities for changes made in the CES). The Citation Entry Screen (CES) will also be configured for EAGLE COUNTY SHERIFF'S OFFICE and available through the hosted ECS server. CES is configured with the same business rules as the ECS client software, providing EAGLE COUNTY SHERIFF'S OFFICE with a complete solution for all citations 5. Interface with Court System The ability to export citation information from the Brazos ECS to the various Court Management software system(s) is included in this phase of the project. Brazos will assist the Eagle County Sheriff's Office with developing a solution that will provide the citations to the Court in the most efficient manner. It is expected that the exact Court System(s) to be interfaced will be determined at the Kick -Off Meeting, but will likely include the Court Systems for the Town of Gypsum, Town of Minturn, and the Eagle County Combined Courts. Brazos has the ability to export any/all of the data contained within a record in the format required by the recipient system. It is expected that the identification of the data fields and the parameters (business rules) of those fields will dictated by the recipient system to which BRAZOS will interface. 6. Synconization (Device to ECS Server) The Brazos Solution allows officers to create, save, and print citations or other record types with or without network connectivity. When an officer creates a citation, it is saved to non- volatile memory on the device. The citation record can then be uploaded to the ECS server via one of the following methods: • Real-time via cellular connection (aircard required) • 802.x wireless connection to hotspots • Via placement in sync cradle The frequency and method of upload is defined and controlled by the County via the Brazos web -based configuration tool, BuildIT. Once uploaded, the data are processed through the system according to the agency -specific workflow, which is also defined and controlled by the County via BuildlT. All new updates and changes are also passed from the ECS Server to the device through this same process. 23 V1.9 DELIVERABLES AND SCHEDULE Existing Citation Process The existing process flow will be identified and documented in partnership with EAGLE COUNTY SHERIFF'S OFFICE and BRAZOS as a separate Appendix during the Design phase of the project. Proposed System The proposed process flow will be identified and documented in partnership with EAGLE COUNTY SHERIFF'S OFFICE and BRAZOS as a separate Appendix during the Design phase of the project Acceptance Testing Plan (ATP) The ATP will provide EAGLE COUNTY SHERIFF'S OFFICE with the testing plan for verification of the installed system, including interfaces, which will allow EAGLE COUNTY SHERIFF'S OFFICE to certify the ECS performs in according with the requirements. The testing plan will include strategies and test cases to assist with the verification. EAGLE COUNTY SHERIFF'S OFFICE will have the ability to certify the ATP prior to both the certification from BRAZOS as well as the beginning of the acceptance test. System Installation One of the significant strengths of Brazos Technology is our implementation process. We are dedicated to the success of this project and our track record of successful projects ensures the success of this project at EAGLE COUNTY SHERIFF'S OFFICE. BRAZOS ECS SERVER: BRAZOS will host the ECS server, database server and verify operation of the system. BRAZOS CLIENT SOFTWARE: The BRAZOS Client Software will be installed on the devices purchased through BRAZOS. The initial installation will be completed by BRAZOS. If EAGLE COUNTY SHERIFF'S OFFICE elects to purchase new hardware through another vendor, the hardware will be sent to BRAZOS for off-site installation and verification at an additional cost. BRAZOS INTERFACES: During the installation process, connectivity for the interfaces will also be verified. EAGLE COUNTY SHERIFF'S OFFICE will provide BRAZOS installation personnel with the proper access to complete these tasks. Any installation requirements with regards to security or setup must be provided to BRAZOS one-week prior to the scheduled interface testing. HARDWARE IN VEHICLES: BRAZOS will not install any hardware in the vehicles. BRAZOS will support EAGLE COUNTY SHERIFF'S OFFICE with the setup, configuration and testing of the installations performed by EAGLE COUNTY SHERIFF'S OFFICE or another vendor for EAGLE COUNTY SHERIFF'S OFFICE. Training Operational Pilot — BRAZOS will provide full Train -the -Trainer training to the officers specified by EAGLE COUNTY SHERIFF'S OFFICE to participate in the pilot (limit = 14 Officers). The training will consist of two formal days of training. Day 1 should occur in a classroom setting where the officers will be thoroughly exposed to training that covers the hardware, operating systems, application, troubleshooting, and proper care/maintenance. Day 2 is focused on field training and includes 24 V1.9 BRAZOS personnel at the side of EAGLE COUNTY SHERIFF'S OFFICE officers, as the officers complete citations in "real world" environments. This training may incorporate such tactics as DL checks, standard traffic stops, etc. to ensure that all the officers involved are exposed to several different types of scenarios and receive the maximum effective training. Upon completion of the field training portion, BRAZOS will train the officers on how to review their citations via the web based tool and any workflow processes specified by Eagle County. BRAZOS will also train any specified supervisors in procedures for reviewing citations and voids, as well as statistical reports. Brazos will provide additional training to the Pilot Officers as needed to be determined by the Brazos and Eagle County Sheriff's Office Project Managers. Full Rollout — Eagle County will provide full training to the officers specified to participate in Phase I rollout. The format of this training shall be the same as that of the Operational Pilot training. Select officers from the Operational Pilot group who have been identified as "ECS Trainers" will be utilized to assist in this training. System Administrator— Instructor led, hands-on training will be provided for up to three (3) Eagle County Sheriff's Office Staff members who will ultimate be actively involved in administering the ECS. Acceptance The purpose and the net result of the acceptance test is to determine that the ECS proposed and installed meets the technical and functional requirements outlined in these specifications. The ECS will be considered "acceptance test ready" once it has completed a full system test, including interfaces and data conversion, with no know outstanding material defects. BRAZOS will provide EAGLE COUNTY SHERIFF'S OFFICE with a proposed "Acceptance Test Plan" (ATP). The County of Eagle will provide written approval that the proposed ATP is complete and acceptable. During the Pilot Project, BRAZOS will work closely with EAGLE COUNTY SHERIFF'S OFFICE personnel to ensure that each requirement specified in this Statement of Work is fully satisfied. Acceptance of the ECS shall be by conformity to the written Acceptance Testing Plan. Any functionality processes, or other aspects not specified in the approved Acceptance Testing Plan are considered out -of -scope and would require a written and approved Change Order. In accordance with the SOW, "Final Acceptance" shall mean written notice from the County that it has accepted the ECS following the 30 day Final Acceptance Period, during which time the ECS has conformed in all material respects to the applicable specifications, including any approved change orders for the ECS, with all defects discovered during the acceptance period fixed by Brazos and tested and accepted by the County. Full Rollout Upon completion of the Pilot Project and written approval of the FINAL ACCEPTANCE, EAGLE COUNTY SHERIFF'S OFFICE will initiate the full rollout of the ECS. BRAZOS will assist EAGLE COUNTY SHERIFF'S OFFICE by providing training materials, support and consultation to the EAGLE COUNTY SHERIFF'S OFFICE training officers. This shall complete Phase I of the overall project. 25 V1.9 Schedule [draft only - to be modified post Kick -Off Meeting] B — Brazos, EC — Eaele Countv Sheriff's Office. J — Joint (both are resnonsible) 1 first°Rase } �� � 1 Contract Award TBD J 2 Contract Signature TBD EC 3 Kick -Off Project 2w 2w J Official Work Plan 1 On -Site Meeting/Conference Call J 2 Gather requirements from all project owners J 3 Build official Work Plan J 4 Verify Work Plan with hardware vendors J Work Plan to be signed off by Count 4 Sign -off of Work Plan by County 3 Days 2.5w EC 5 Order hardware TBD B 6 Setup Configuration of ECS (off-site) 3 weeks 5.5w 1 Setup and Configure mobile software B 2 Receive all incoming interface samples to load into mobile device from Count EC 3 Setup and Configure all interfaces B Interface Documentation 4 Layout the citation printouts B Sample Layouts for Ap roval 6 Install mobile software onto County hardware off-site B 7 Test solution using County hardware B 8 Create sample interface files for County system(s) J 9 Test sample interface files J 10 Approve sample interface files EC 7 Create ATP Plan 1 w 1 Build ATP Plan B 2 Approve ATP Plan EC 8 On -Site testing TBD 6.5w 1 Test PDAs and connectivity to server B 2 Test all interfaces for server B 3 Test web -citation entry screen B 4 Test web based reporting B 5 Certify ECS based upon ATP B 26 V1.9 27 9 Training of `Pilot Users' 3d 7w 1 Train officers on Classroom Train -the -Trainer and Field Training J 2 System Administrator Training J 3 Court Training 10 Acceptance Testing by County 32d TBD 1 Evaluate Hardware 2 Compile and Evaluate hardware observations 3 Finalize hardware selection 4 Initial Acceptance Test for "go live" 5 Initiation of Final Acceptance Period 30d 11 Final Acceptance 1 d B Eagle county sheriffs office signs off on project 12 Full Rollout of First Phase TBD Task are TBD 13 End of Phase I Debrief of all project principals 27 V1.9 CHANGE MANAGEMENT Effective communications are essential to the success of this project. Once the SOW has been approved, any changes to the SOW must follow the change process below. The change will only be considered part of the SOW and in -scope when the change document (Appendix III) is executed by both BRAZOS and EAGLE COUNTY SHERIFF'S OFFICE. Problem Identification Any problems identified will be reported to Eagle County Sheriff's Office Police Project Manager. Change Initiation All changes must be requested using the approved Change Request document (copy attached). Change Validation Change requests must be authorized by the Eagle County Sheriffs Office Project Manager and validated by the Brazos Technology Project Manager. Impact Estimation A thorough review of the potential impact of any change must be conducted by Brazos Technology Staff and presented to the Eagle County Sheriffs Office Project Manager before any change is initiated. Implementation The implementation of any changes shall follow the order and method described on the appropriate Change Request document. Approvals and Acceptance All Changes shall be authorized by the Eagle County Sheriffs Office Project Manager prior to initiation. The Eagle County Sheriff's Office Project Manager must also sign -off on the acceptance after testing of the prescribed change and prior to actual implementation. 28 V1.9 PROJECT MANAGEMENT Brazos Team Project Manager — Janet Huff As Project Manager, Janet Huff will be responsible for establishing and administering controls to ensure the quality of deliverables are acceptable to Eagle County Sheriff's Office, monitoring project activities to ensure project schedules are met, and providing monthly Full Status Meetings. Project Manager will be able to authorize changes and will be expected to refer any problems or issued that cannot be resolved by on-site implementation staff to company management. Technical Lead — Ray Evans The Technical Lead, will be responsible for design and architecture of the Brazos software Training Lead — Matt Mentemeier The Training Lead, will be responsible for ensuring that all Eagle County Sheriff's Office Personnel specified in this SOW are appropriately trained according to the requirements of their participation in the project. 29 V1.9 Eagle County Sheriff's Office Team Project Manager — Jacob Best The Project Manager for the Eagle County Sheriff's Office will be responsible for establishing and administering controls to ensure the quality of deliverables are acceptable to Eagle County Sheriff's Office. The Project Manager will also make decisions about any changes to the implementation plan or technical aspects of the system. Resource — Innovation Technical Manager (Eagle County) — Kevin Kromer Resource - Innovation Technical Manager (Eagle County) — Amanda Bay Resource - Innovation Technical Manager (Vail PD) — Ron Braden Resource — Innovation Technical Manager (Vail PD) — Troy Brown Resource — Innovation Technical Manager (Avon PD) — Cindy Kershaw Resource — Department Lead (Eagle County) — Jacob Best Resource — Department Lead (Eagle County) — Kevin Kromer Resource — Department Lead (Vail PD) — Irina Litviakou Resource — Department Lead (Vail PD) — Shannon Heinz Resource — Department Lead (Avon PD) — Ken Danmen Resource — Department Lead (Avon PD) — Lacy Chon 30 V1.9 Progress Meetings Communication is crucial to the success of the project. Regular communication between BRAZOS and EAGLE COUNTY SHERIFF'S OFFICE staff are required. Full Status Meetings Monthly Reports to EAGLE COUNTY SHERIFF'S OFFICE Staff • Presented by BRAZOS project manager • The full status meeting schedule will begin upon acceptance of the SOW • Status of major activities • Target dates for completion of remaining tasks • Potential delays in reaching target dates and the basis for those delays • Proposed revisions to the overall work schedule — if any Progress Meetings Bi -weekly In Writing — prepared by Brazos' Project Manager • Recap of previous period's work • Preview of next period's tasks • Status of major activities • Target dates for completion of remaining tasks • Potential delays in reaching target dates and the basis for those delays • Proposed revisions to the overall work schedule — if any Communication Plan • The purpose of the Communication Plan is to define and document on-going communication commitments between BRAZOS and EAGLE COUNTY SHERIFF'S OFFICE. The Project Manager will provide a contact list to BRAZOS for each agency representative for direct communications with that respective agency. These individuals will be responsible for department policy, budget and overall strategic direction of the project. • (Insert Name) as BRAZOS Manager, will create, maintain and distribute a contact list for all Project Team members. This list will be distributed to all Team members as required or requested via email and will include phone extension, cell number, email addresses, etc. of all BRAZOS Project Team members, EAGLE COUNTY SHERIFF'S OFFICE Project Team members as applicable. 31 V1.9 Appendix I — Change Order Form This form will be used to communicate any requested changes to this document and will be executed by both EAGLE COUNTY SHERIFF'S OFFICE and BRAZOS. Once executed, the change will be considered part of the SOW. Change Request ID: Date: Change Description: Change Goals: ❑ Upgrade ❑ Bug Fix ❑ Maintenance ❑ Problem Fix ❑ Performance Improvement ❑ Other Systems Involved: Business Units Impacted: Office Locations Impacted: Priority: Risk: Outage Window: ❑ High ❑ High ❑ Medium ❑ Medium ❑ Low ❑ Low Start Time: End Time• Target Install Date: Estimated Costs: Steps: Select all required planning steps and track by status: ❑ Change Specifications ❑ Pending ❑ In Progress ❑ Completed ❑ Technical Design ❑ Pending ❑ In Progress ❑ Completed ❑ Change Testing ❑ Pending ❑ In Progress ❑ Completed ❑ End -User Communication ❑ Pending ❑ In Progress ❑ Completed ❑ Approvals ❑ Pending ❑ In Progress ❑ Completed 32 EXHIBIT B LICENSE AND FEES L Covered Sites This Agreement covers the following Licensee sites: Eagle County Sherriff s Office Eagle County Court II. Software and Configuration Fifteen (15) RunIT software license for PDA $ 9,750 USD Software Includes: Unlimited number of logins to the PDA One -Year of Software Maintenance One -Year of Software Support Configuration/Installation Fee $ 7,500 USD Configuration Includes: Customized PDA/Web screen layouts Customized citation receipt for defendant Customized citation report for court and PD Integration with County Court System Extended Training $ 2,500 USD 2 days of on-site training of officers 1 day of administrator training Classroom and practical training V1.9 33 V1.9 * Brazos will deliver the equipment to eliminate shipping to customer. III. Maintenance Fees Maintenance Services for the applications and configuration listed in Section II of this Exhibit, will be included in the Software cost for the first year of this Agreement. This fee will be adjusted at each anniversary date of this Agreement to the then current pricing. Should additional software be licensed and installed at the Covered Site(s), the fee will be adjusted to reflect the additional software. For the first Renewal Term, the Maintenance Fees shall be: eCitation, hosting, maintenance and support $250 per year/each PDA Interfaces $1,000 per year/each court Thereafter, fees for Maintenance Services may not be increased more than 3 % per Renewal Term, in accordance with the terms of the Agreement 34 EXHIBIT C MAINTENANCE AGREEMENT 1. COVERAGE V1.9 During the term of this Agreement, Vendor agrees to provide maintenance and support services for the Software and Covered Services operating at the site(s) and on the purchased hardware configurations ("Maintenance Services"). Unless specifically listed, Software and Covered Services do not include hardware, vendor operating systems and other system software, County -developed software, and third -party software (except any third party software embedded in the Software and Covered Services). 1. Support Services 1.1. Ways to contact support During the term of this Agreement, BRAZOS TECHNOLOGY will provide the services described herein so as to maintain the Software and Covered Services in good working order, keeping it free from material defects so that the Software and Covered Services shall function properly and in accordance with the accepted level of performance as set forth in this Agreement. 1.1.1. BRAZOS TECHNOLOGY will make available to County a telephone number (the "Support Center HOTLINE") for County to call requesting service of the Software and Covered Services. The HOTLINE can also be used to notify BRAZOS TECHNOLOGY of problems associated with the Software and Covered Services and related documentation. 1.1.2. Support hours: The Support Center HOTLINE operates 24 x 7 x 365. 1.2. Remedial Support: Upon receipt by BRAZOS TECHNOLOGY of notice from County through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Software and Covered Services, BRAZOS TECHNOLOGY shall respond as provided below: 1.2.1. Severity 1: Produces an emergency situation in which the Software and Covered Services is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (1) hour. BRAZOS TECHNOLOGY will continue to provide best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution will be delivered to County as a work -around or as an emergency software fix. If BRAZOS TECHNOLOGY delivers an acceptable work -around, the severity classification will drop to a Severity 2. 1.2.2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Software and Covered Services degrades substantially under reasonable loads, such that there is a severe impact on use; the Software and Covered Services is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. BRAZOS TECHNOLOGY will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to County in the same format as Severity 1 problems. If BRAZOS TECHNOLOGY 35 V1.9 delivers an acceptable work -around for a Severity 2 problem, the severity classification will drop to a Severity 3. 1.2.3. Severity 3: Produces an inconvenient situation in which the Software and Covered Services is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. RESPONSE: BRAZOS TECHNOLOGY will exercise best efforts to resolve Severity 3 problems in the next maintenance release. 1.2.4. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from BRAZOS TECHNOLOGY. RESPONSE: BRAZOS TECHNOLOGY will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. 1.3. Upgrades/ updates/ enhancements — Brazos's will provide the County the latest version of its Covered Services at no additional cost. 1.4. Services not included: Services do not include any of the following unless defined in Exhibit A: (1) custom programming services; (2) on-site support, including installation of hardware or software; (3) support of any software not Software and Covered Services; (4) training; or (5) out-of-pocket and reasonable expenses, including hardware and related supplies. 1.5. Identified agency support contacts — Identified in Exhibit A. 2. Uptime Commitment 2.1. Subject to the terms of this agreement, the web -based portal of Software and Covered Services will have a 75% Availability each calendar month (the "Uptime Commitment"). 2.2. The availability of the Software and Covered Services for a given month will be calculated according to the following formula (referred to herein as the "Availability"): Where: Total minutes in the month= TMM; Total minutes in month Unavailable = TMU; and: Availability = ((TMM-TMU) x 100)/TMM. Total minutes in month Unavailable is not consecutive, 2.3. For purposes of this calculation, Software and Covered Services will be deemed to be unavailable to the extent the applicable web page will not accept connections. A Service will not be deemed unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set forth below in this agreement. 3. Planned Maintenance Downtime 3.1. Software and Covered Services will not be considered to be Unavailable for any outage that results from any maintenance performed by Brazos (i) of which County is notified at least 48 hours in advance; (ii) during County's implementation period; (iii) during Brazos's then -current standard maintenance windows (collectively referred to herein as "Scheduled Maintenance"); or (iv) as a result of County's request outside of the normally scheduled maintenance. In writing mutually agreed upon hours and dates of downtime. 3.2. Software and Covered Services will not be considered Unavailable for any outage due to (i) acts or omissions of County or its agents, failures of equipment or facilities provided by County, network unavailability or bandwidth limitations outside of the Brazos network;; or (ii) force majeure events. 4. Remedies 36 V1.9 4. 1. County will have the rights set forth above within the Maintenance Agreement, relating to Brazos's provision of the Covered Software and Covered Services. This Maintenance Agreement provides County's sole and exclusive remedy for Brazos's failure to provide the Services or meet the Uptime Commitment. All standards and commitments are subject to the limitations and exclusions set forth herein. 4.2. There must be a support ticket documenting the event within 24 hours of the service interruption. 4.3. If the Availability of Software or Covered Services for a given month is less than the applicable Uptime Commitment County will receive a credit in the applicable amount as calculated below: 4.3.1. For 76% uptime — 100% uptime in a given month, County receives no credit. 4.3.2. For 65% uptime — 75% uptime in a given month, County will receive a credit in the amount of 15% of the prorated monthly portion of the yearly maintenance fee. 4.3.3. For 50% uptime — 64% uptime in a given month, County will receive a credit in the amount of 30% of the prorated monthly portion of the yearly maintenance fee. 4.3.4. For any month where the uptime is less than 50%, County will receive a credit in the amount of 45% of the prorated monthly portion of the yearly maintenance fee. 4.4. To receive maintenance fee credits, County must submit a written request to support@brazostech.com, within 30 days after the end of the month in which the Software or Covered Services failed to meet the Uptime Commitment, or County's right to maintenance fee credits with respect to such unavailability will be waived. Request for maintenance fee credits shall include: (i) Type of Service that was affected; (ii) Date the unavailable minutes occurred; (iv) List an estimate of the amount of actual unavailable minutes; (v) Ticket number of the documented event. 4.5. Brazos will confirm the information provided in the maintenance fee credit notice within five (5) business days of receipt of the notice. If Brazos cannot confirm the unavailable minutes, then the County and Brazos agree to refer the matter to executives at each company for resolution. If Brazos confirms that Brazos is out of compliance with this agreement, the County will receive the amount of maintenance fee credits set forth above. Credits can also be applied to future maintenance fees if County desires to do so. The maintenance fee credit will be reflected in the Brazos invoice to the County in the next billing cycle following Brazos confirmation of the downtime minutes. Maintenance fee credits can only be applied to accounts that are in good standing with all invoices paid and up to date. 4.6. Any interruption in service should be considered a Severity I event and handled as described above. If the defined service plan for the outage is not met, or the monthly uptime metric falls outside of the agreed upon percentage, then Brazos agrees to meet with the County and discuss the causation issues as well as the remediation actions taken. 37 EXHIBIT D INSURANCE CERTIFICATE V1.9 38 '4� CERTIFICATE OF LIABILITY INSURANCE INSR LTR I TYPE OF INSURANCE 4//20/2'" off""' 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(isss) 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 Dexter & Company of Central Texas 4030 State Highway 6 SouthE-MAIL.ADDRESS CONTACT Mandy Bailey PHONE(979)764-8444 Fax (979)694-7603 IA Nol. .mbailey@dextercompany.com Suite 101 College Station TX 77845 INSURERS AFFORDING COVERAGE NAIC # INSURERA:Travelers Insurance 39357 INSURED INSURER B: Brazos Technology Corporation 526 University Drive East Ste. 201A ,College Station TX 77840 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBERCL1462502211 01:V1CInN Ni Imam -10. 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 LTR I TYPE OF INSURANCE ADDL SUOR POLICY NUMBER POLICY EFF MMIDDIYYYY) POLICY EXP jMM/DDnnryYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 PREMISES a occurren $ 300,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR ZLP 10T07233 /12/2014 /12/2015 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LI I Ea accident _ BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BA 26028221 6/12/2014 /12/2015 BODILY INJURY Per accident $ ( ) X HIRED AUTOSX NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ Hired/borrowed $ 1.000,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS -MADE AGGREGATE $ 2,000,000 DED RETENTION $ PP 10TO7337 /12/2014 /12/2015 A WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory In NH) es, describe under DESC D RIPTION OF OPERATIONS below N/A LIB 7865NOS0 /12/2014 /12/2015 1 WC STA OTH- r E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Error & Omissions LP 10T07233 /12/2014 /12/2015 EachOccurenoe $2,000,000 General Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more space Is required) Eagle County, its officials an employees are shown as additional insured's as per written contract Eagle County 500 Broadway Post Office Box 81631 Eagle, CO 81631 /NtiVRL/ ,a0 (LV"MUD) INS025 rgnfnwi� m SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE James Davis/MAMYB W 7983-2010 ACORO CORPORATION. All rights reserved. Tho Ar`npn name anti Inn^ aro roniaforori m2rlre of Ar`npn