Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutC21-013 Executive Information Services Sales AgreementEIS SSLA Executive Information Services, Inc. ‐ Confidential Page 1 Sales, Service and License Agreement THIS AGREEMENT is made and entered into this _______________ (the “Effective Date”), by and between Eagle County, Colorado a body corporate and politic (Sheriff's Office), located at 885 East Chambers Avenue, Eagle, CO 81631 (hereinafter “CUSTOMER”), and Executive Information Services, Inc., a Nevada Corporation located at 1396 NE 20th Ave. Suite 100, Ocala, FL 34470 (hereinafter “CONTRACTOR”). RECITALS WHEREAS, (a) the CONTRACTOR is the owner of certain software products and related services and Customer wishes to use such software products; and (b) CONTRACTOR has agreed to license such software to Customer and to perform such related services for Customer on the terms and conditions set out in this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: 1.Interpretation. (a)Definitions. In this Agreement, the following expression shall have the meanings indicated below: “Authorized Site(s)” shall mean those designated sites that are owned or controlled by CUSTOMER [as specified in Schedule “A”]; “Confidential Information” shall mean the Software, and any information which is confidential in nature or that is treated by Contractor as being confidential which is disclosed by Contractor or obtained by Customer in connection with this Agreement, whether such information is in oral, written, graphic or electronic form, which: is (i) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (ii) known by the Customer to be considered confidential or proprietary, such as the Software, or (iii) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; (iv) is independently developed by the receiving party’s employees or independent contractors who have not had access to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction; or (v) this Agreement including pricing; “CUSTOMER Data” means all data that is provided by Customer to Contractor and all other content transmitted, posted, received or created through Customer's use of the Software that is stored on Contractor’s computer system, and includes all transaction logs relating to CUSTOMER’s use of Contractor Software and PII Information. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 1/12/2021 C21-013 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 2 “Documentation” means user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, supporting materials, and other information regarding the Software regardless of the media on which it is provided that have been provided by CONTRACTOR to CUSTOMER, as may be amended or supplemented from time to time and delivered to CUSTOMER by CONTRACTOR; “EIS Public Access Applications” means the Software products known as Pre‐booking, Jail Webviewer, and Web Reporting Services (WRS) that enable CUSTOMER to publish certain information stored in such Software to a CUSTOMER owned or controlled website. “Hardware” means the hardware equipment listed in Schedule “A”; “Intellectual Property Rights” means any proprietary right including, but not limited to, those provided under: (a) patent law; (b) copyright law; (c) trade‐mark law; (e) design patent or industrial design law; or (d) any other statutory provision or common law principle applicable to this Agreement, including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know‐how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know‐how. “PII” means personal information as defined in C.R.S. § 24‐73‐103(g). “Product” means the Hardware, Software and Services; “EIS Minimum Requirements” means the minimum required hardware, software and network components and configurations as specified in the EIS published minimum standards document, as amended by EIS from to time and made available on the www.goeis.net website or, where applicable, as specified in a SOW; “Services” means the installation, implementation, training, and other professional services to be provided by CONTRACTOR to CUSTOMER as described in a Statement of Work; “Software” means the CONTRACTOR software products that are listed in Schedule “A” in object code format and includes any Updates or Upgrades that have been provided to CUSTOMER as part of the Support Services. Third Party Software is not included in the definition of Software except where this Agreement explicitly states otherwise; “Statement of Work” or “SOW” means a written statement of work that references this Agreement and sets out a description of Services to be provided by CONTRACTOR to CUSTOMER, the applicable Professional Services Fees and is signed by authorized representatives of each of the parties; “Support Services” means maintenance and support services to be provided by CONTRACTOR subject to the payment of applicable fees, pursuant to the terms and conditions of Schedule “C”. “Third Party Software” means third party software products licensed to CUSTOMER by the applicable third‐party licensors. Future Releases of the Software may require alternate third‐party software to be upgraded or licensed by CUSTOMER, which will be subject to a third‐party license agreement between CUSTOMER and the relevant third‐party software licensor; DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 3 “Updates” means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality that CONTRACTOR makes generally available to its customers as part of its Support Services; “Upgrades” means a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software, that CONTRACTOR makes generally available to its customers subject to the payment of additional fees; “User(s)” means any employee of CUSTOMER, an individual acting as a volunteer on behalf of CUSTOMER, or any of CUSTOMER’s legal agents that have been authorized by CUSTOMER in accordance with the terms of Section 4(a) of this Agreement to have access to the Software by way of any type of interface (for example, graphical user interface or browser user interface) and who are bound by confidentiality obligations at least as protective of CONTRACTOR’S Confidential Information as the terms of this Agreement. b) Schedules. The Schedules described below and attached to this Agreement shall be deemed to be integral parts of this Agreement. Schedule “A”‐ Description of Products Schedule “B” ‐ Payment Schedule Schedule “C” ‐ Support Services Agreement Schedule “D” – Pricing Proposal Number: 1800228 Rev 3 dated 09/16/2020 Schedule “E” – Statement of Work Schedule “F” – Customer 3rd Party Remote Access Policy In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall control unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency. 2. Contractors Proposal. This AGREEMENT shall include CONTRACTOR’S proposal which is incorporated herein as Schedule “D” – Pricing Proposal Number: 1800228 Rev 3 dated 09/16/2020. In the event of any conflict or inconsistency between the terms and conditions of the proposal and the terms of this AGREEMENT, the terms and conditions of this AGREEMENT shall govern. 3. Term of Agreement. The term of this AGREEMENT shall commence on the Effective Date and shall continue until terminated as provided in Section 21 (the “Term”). 4. Performance of Services. Services will be provided to CUSTOMER in accordance with the SOW incorporated herein as Schedule “E” – Statement of Work. CUSTOMER agrees to provide the resources and perform the responsibilities assigned to it in a SOW in a timely manner in accordance with any applicable milestone dates, any failure by CUSTOMER to do so shall not relieve CUSTOMER of any payment obligation. Delivery and implementation of DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 4 products and services itemized in Schedule A will be coordinated with designated officials of CUSTOMER and provided on a mutually acceptable schedule to be set forth in such SOW. 5. Shipping; Title and Risk of Loss; Return of Hardware. All Hardware purchased by CUSTOMER will be shipped to CUSTOMER in accordance with the third‐party manufacturer’s shipping terms which shall be made available to CUSTOMER upon request (the “Vendor Terms”). CUSTOMER is responsible for and CONTRACTOR may invoice for shipping charges and any and all taxes and duties. All risk of loss or damage to the Hardware will pass to CUSTOMER in accordance with the Vendor Terms. Title to the Hardware will pass to CUSTOMER upon payment in full of the applicable Hardware Fees. The Vendor Terms shall apply to any return of Hardware for any reason, including without limitation DOA (dead on arrival) claims by CUSTOMER. 6. Compensation. In consideration for the provision by CONTRACTOR to CUSTOMER of the Hardware and Services and the license rights granted by CONTRACTOR to CUSTOMER for the Software, CUSTOMER shall pay CONTRACTOR the fees set forth in the attached Schedule D (the “Fees”) in accordance with the payment schedule set forth in an attached system payment plan (Schedule B). If any Fees are not paid when due, then at CONTRACTOR’s discretion, (a) such Fees may accrue late interest at the rate of 1.5% (18% per annum) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such fee was due until the date paid. CUSTOMER agrees to pay all Invoices within thirty (30) days of invoice date. 7. Notwithstanding anything to the contrary contained in this Agreement, other than CUSTOMER’S obligation to pay Fees for the Services and the License already appropriated, CUSTOMER shall have no obligations under this Agreement after, nor shall any payments be made to CONTRACTOR in respect of any period after December 31 of any year, without an appropriation therefor by CUSTOMER in accordance with a budget adopted by the Eagle County 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). 8. Taxes. The Fees do not include taxes. CUSTOMER agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on Contractor’s net income). 9. License. Subject to terms and conditions of this AGREEMENT including, without limitation, the payment by CUSTOMER of the Fees, CONTRACTOR hereby grants to CUSTOMER a personal, perpetual (subject to Section 21), non‐exclusive, non‐transferable, revocable limited license to allow Users to use the Licensed Software at the Authorized Site(s), in object code format only, solely for CUSTOMER’S internal data processing purposes (the “License”). This Agreement allows you, the CUSTOMER to: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 5 a) Install and use the Software on a single computer for each License purchased and make one copy of the Software in machine‐readable form solely for backup purposes. CUSTOMER must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. b) Install the Software on a storage device, such as a network server, and run the Software on an internal network, provided the number of CUSTOMER workstations running the Software does not exceed the number of Licenses of the Software purchased. c) Use the Software either directly or indirectly or through commands, data or instructions from or to a computer not part of CUSTOMER’s internal network, for Internet or Web‐hosting services only by a User licensed to use this copy of the Software through a valid license. A copy of the Software must be purchased for each such CUSTOMER workstation. d) Reproduce documentation, online help, and screen capture images solely for internal use as reference material and training literature. e) CUSTOMER may make and maintain no more than one (1) archival copy (for backup purposes only) of each item of Licensed Software, provided that each copy contains all legends and notices that appeared in the copies licensed by CONTRACTOR. In the event that CUSTOMER desires to use the Licensed Software at another site or change its Authorized Site(s), CUSTOMER shall provide CONTRACTOR with written notice thereof, including the location of the new site(s). Except with CONTRACTOR’s prior written consent, CUSTOMER shall use the Licensed Software only at the Authorized Site(s). No access to or use of the Software is permitted by any other entity or agency. In the event that CUSTOMER forms a joint task force, other joint operations or teaming relationship with another entity or agency, such entity or agency must enter into a separate agreement with CONTRACTOR to obtain a license to use the Software. CUSTOMER shall be responsible for (i) all of the actions of and (ii) any misuse of the Software by its Users. 10. Restrictions. Without limiting the generality of Section 9, and in addition to the other restrictions listed therein, CUSTOMER shall not, and will not allow, direct or authorize (directly or indirectly) any third party to: (a) decompile, disassemble or otherwise reverse engineer any of the Software or use any similar means to discover the source code or trade secrets contained therein except and only to the extent that applicable law expressly permits, despite this limitation; (b) modify, translate or create derivate works of the Software or Documentation or merge all or any part of the Software with another program; DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 6 (c) give away, rent, lease, lend, sell, sublicense, distribute, transfer, assign, or use the Software for timesharing or bureau use or to publish or host the Software for use by any third party; (d) take any actions that would cause the Software to become subject to any open source License or quasi‐open source license agreement; (e) use the Software in any manner for purposes of (A) developing, using or providing a competing software product or service; (B) copying any ideas, features, functionality or graphics of the Software; or (C) knowingly allow access to any competitor of CONTRACTOR. (f) release proprietary Software information such as Software database schemas or Software technical specifications; and (g) export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder. 11. EIS Public Access Applications (a) EIS Public Access Applications. In the event that CUSTOMER decides to configure the EIS Public Access Applications to enable access to the EIS Public Access Applications by end users that are members of the general public, CUSTOMER shall comply with all laws, rules and regulations applicable to the use of the EIS Public Access Applications including, without limitation, those laws applicable to the protection of PII, privacy and security. Without limiting the generality of the foregoing, CUSTOMER shall: (a) obtain all required consents from owners of data and PII prior to granting access to EIS Public Access Applications end users and disclosing any PII or other information, material or data belonging to such owner; and (b) be solely responsible for ensuring appropriate security and privacy measures are put in place to secure the EIS Public Access Applications from unauthorized access and use. (b) Publication of Data. CUSTOMER assumes all risks associated with enabling access to the EIS Public Access Applications to third parties, whether such access is made available from within CUSTOMER’s firewall or via the Internet. To the extent permitted by law, CUSTOMER agrees to defend, indemnify and hold harmless CONTRACTOR, its affiliates, licensors and each of their respective officers, directors, employees, and agents (the “Indemnities”) from and against all losses, costs, damages, liabilities, and expenses (including reasonable attorney’s fees) awarded against the Indemnities by a court of competent jurisdiction in any claim, action, suit or proceeding arising out of or in connection with the use of the EIS Public Access Applications and/or any website operated by or on behalf of CUSTOMER that displays any part of the Software, and the publication, display and use of the information and data described and/or contained on the EIS Public Access Applications or such website, DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 7 including but not limited to any claim with respect to any improper or incorrect use of the information or any defamatory, offensive, or other illegal conduct of users or third parties. 12. Third Party Software. In the event that CONTRACTOR shall distribute to CUSTOMER any Third‐Party Software, CUSTOMER shall pay to CONTRACTOR the license fees listed in Schedule D for the Third‐Party Software in accordance with the payment terms set out in Schedule B. It is acknowledged by the parties that in the event that any Third Party Software is provided by CONTRACTOR to CUSTOMER pursuant to this Agreement, such Third Party Software shall be distributed to CUSTOMER by CONTRACTOR subject to the terms and conditions of the applicable license agreement for such Third Party Software to be entered into directly between CUSTOMER and the owner/licensor of such Third Party Software. CONTRACTOR makes no warranties, express or implied, with respect to the Third‐Party Software, including, without limitation, their merchantability or fitness for a particular purpose and CONTRACTOR accepts no liability of any kind whatsoever with respect to the Third‐Party Software. Any warranty CUSTOMER has with respect to the Third‐Party Software shall be solely provided by the Third‐Party Software licensor, except where this Agreement may expressly state otherwise. CUSTOMER shall be responsible for the installation of any Third‐Party Software unless otherwise agreed by CONTRACTOR in writing. 13. Audit. Upon reasonable notice and during normal business hours at a time specified by CUSTOMER, CUSTOMER shall grant CONTRACTOR remote access (subject to CONTRACTOR’S compliance with CUSTOMER’S remote access policy attached to this Agreement as Schedule F) or if deemed necessary by CONTRACTOR, in its sole opinion, physical access (with an escort by CUSTOMER security personnel) to the Authorized Site(s) in order for CONTRACTOR to inspect the Authorized Site(s) and audit CUSTOMER’s use of the Licensed Software [to ensure such use is solely in compliance with the terms and conditions of this Agreement]. Such audit shall be at CONTRACTOR’s expense, however, in the event that the audit reveals that CUSTOMER is in violation of the usage terms of this Agreement, CUSTOMER shall reimburse Contractor for such expenses and promptly pay any additional Fees not properly licensed or paid, such fees will be invoiced at CONTRACTOR’s then current rate. 14. Ownership. (a) The Software, Documentation and related materials are and shall remain the sole and exclusive property of Contractor, its licensors and/or its affiliates and CUSTOMER acknowledges and agrees that all Intellectual Property Rights therein are and shall remain with Contractor, its affiliates and/or its licensors. Any rights not expressly granted herein are reserved by Contractor. CUSTOMER may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software, the Documentation, Third Party Software and related material supplied by Contractor. CUSTOMER shall report to Contractor any infringement or misappropriation of Contractor Intellectual Property Rights or other rights in the Software, or the Documentation of which CUSTOMER becomes aware. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 8 (b) CUSTOMER data. The parties agree that as between them, all rights in and to CUSTOMER Data shall remain the exclusive property of CUSTOMER, and Contractor has a limited, nonexclusive license to access and use of CUSTOMER Data as provided in this Agreement solely for the purpose of performing its obligations hereunder. All CUSTOMER Data is and shall remain the property of CUSTOMER and shall in no way become attached to the Software, nor shall Contractor have any rights in or to the CUSTOMER Data without the express written permission of the CUSTOMER. This Agreement does not give a party any rights, implied or otherwise, to the other’s data, content, or intellectual property, except as expressly stated in the Agreement. 15. Warranty. (a) CONTRACTOR warrants, for the benefit of the CUSTOMER only, that at the time of completion of delivery and installation of the Product, the Product will operate in material conformity with the functional specifications set forth in the applicable related documentation supplied in writing by CONTRACTOR as defined in Schedule A. As CUSTOMER’s exclusive remedy for any defect in the CONTRACTOR’s Software, CONTRACTOR shall, during the Twelve (12) month period following the signing of this Agreement (“Warranty Period”), provide reasonable efforts to correct and cure such nonconformity or defect of the Software as provided for in the Support Services Agreement, provided CUSTOMER notifies CONTRACTOR in writing of such failure(s). The services covered by First Year Support (and subsequent years support that have purchased by CUSTOMER) shall be defined in CONTRACTOR’s Support Services Agreement(s), which shall be executed hereafter, a current copy of which is attached to this Agreement as Schedule C. Contractor agrees to perform the Services in a professional and workmanlike manner. The fact that the CUSTOMER has accepted or approved the Software shall not relieve Contractor of any of its responsibilities under this Section 15(a). (b) Contractor also represents and warrants that: (i) All technology related services will be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards; (ii) Contractor has the requisite ownership, rights and licenses to perform its obligations under this Agreement fully as contemplated hereby and to grant to the CUSTOMER all rights with respect to the Software and Services free and clear from all liens, adverse claims, encumbrances and interests of any Third Party provided that Customer’s sole and exclusive remedy for a breach of this warranty shall be Contractor’s obligations to indemnify Customer pursuant to the terms of Section 18; (iii) There are no pending or threatened lawsuits, claims, disputes or actions: (a) alleging that any software or service infringes, violates or misappropriates any Third Party rights; or (b) adversely affecting any DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 9 software, service or supplier's ability to perform its obligations hereunder, provided that Customer’s sole and exclusive remedy for a breach of this warranty shall be Contractor’s obligations to indemnify Customer pursuant to the terms of Section 18; (iv) As of the date of delivery, the Software will contain no known (based on industry standard virus scanning software) malicious or disabling code that is intended to damage, destroy or destructively alter software, hardware, systems or data. The fact that the County has accepted or approved the Software shall not relieve Contractor of any of its responsibilities under this Section 15(b)(iv). (c) Disabling Code Warranty. Contractor represents, warrants and agrees that as of the date of delivery to Customer the Software does not contain and CUSTOMER will not receive from Contractor any known (based on industry standard virus scanning software) virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design, or other malicious, illicit or similar unrequested code, including surveillance software or routines which may, or is designed to, permit access by any person, or on its own, to erase, or otherwise harm or modify any County system or Customer Data (a "Disabling Code"). In the event of a breach of the foregoing warranty, Contractor shall take all steps reasonably necessary, at no additional cost to County, to: (a) restore and/or reconstruct any and all Customer Data lost by CUSTOMER as a result of the breach of the warranty set out in this Section 13(c); (b) furnish to CUSTOMER a corrected version of the Software without the presence of Disabling Codes; and, (c) as needed, re‐implement the Software at no additional cost to CUSTOMER. This warranty shall remain in full force and effect as long as this Agreement remains in effect. (d) Exclusions to Warranty. CONTRACTOR shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of CONTRACTOR, including but not limited to: (i) Where the installation, integration, modification or enhancement of the Software has not been carried out by CONTRACTOR or its authorized agent, or where CUSTOMER has taken any action which is expressly prohibited by the Documentation or this Agreement; (ii) Any combination of the Software with any software, equipment or services not supplied, recommended or authorized by or on behalf of CONTRACTOR other than the Required Programs and Required Hardware; (iii) Use of the Software on any system that (i) does not meet any of the EIS Minimum Requirements or (ii) is not an Authorized Site. (iv) User error, or other use of the Software in a manner for which it was not intended or other than as permitted in this Agreement; DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 10 (v) CUSTOMER’s failure to install a new Update which has been released to remedy an error or bug, and which CONTRACTOR has stated to CUSTOMER is a required Update necessary for security purposes or for legislative compliance purposes or other reasons as CONTRACTOR may determine is important in its sole discretion; (vi) CONTRACTOR personnel are not given adequate access to the facility where the Software is installed during attempts to remedy an error; (vii) CUSTOMER’s failure to upgrade hardware to meet the demands of any upgraded Software or improvements in Software functionality; which CONTRACTOR has stated to CUSTOMER is required; (viii) CUSTOMER’s computer(s), network or other hardware malfunctioned, and the malfunction caused the defect, or any other event of force majeure as set out in Section 23(b); or (ix) any failure of the Software due to external causes such as, but not limited to, power failures or electrical surges. (e) Warranty on Third Party Software and Hardware. CONTRACTOR shall use commercially reasonable efforts during the Warranty Period to furnish CUSTOMER with appropriate updates to Third Party Software, provided and to the extent such corrections or updates are made available to CONTRACTOR from the applicable third party. Further, to the extent permitted by the appropriate manufacturer and applicable law, CONTRACTOR shall pass through to CUSTOMER the manufacturer(s)’ and/or supplier(s)’ warranties on all Hardware and Third‐Party Software. Notwithstanding anything to the contrary set forth in this Agreement, CUSTOMER’S sole remedy for any nonconformity or malfunction in the Hardware or Third‐Party Software shall be with its respective manufacturer and/or supplier. (f) Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET OUT IN SECTIONS 14(a), 14(b), and 14(c), THE SOFTWARE IS LICENSED, HARDWARE, SERVICES, SUPPORT SERVICES AND ALL DOCUMENTATION AND OTHER MATERIALS AND SERVICES ARE PROVIDED TO CUSTOMER, “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. CONTRACTOR, ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE, THE HARDWARE, THE DOCUMENTATION, THE SERVICES, THE SUPPORT SERVICES, AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON‐INFRINGEMENT. 16. Insurance. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 11 (i) General Conditions: Contractor agrees to secure, at or before the time of execution of this Agreement, the following insurance covering all operations, goods or services provided pursuant to this Agreement. Contractor shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. The required insurance shall be underwritten by an insurer licensed or authorized to do business in Colorado and rated by A.M. Best Company as “A‐” VIII or better. Each policy shall contain a valid provision or endorsement requiring that the insurer to provide notification to the County in the event any of the required policies is canceled or non‐renewed but the failure to mail such notice shall impose no obligation or liability of any kind upon the insurer(s) affording coverage, their agents or representatives, or the issue of this certificate. Such written notice shall be sent to the parties identified in the Notices section of this Agreement. Such notice shall reference the County contract number listed on the signature page of this Agreement. Said notice shall be sent thirty (30) days prior to such cancellation or non‐renewal unless due to nonpayment of premiums for which notice shall be sent ten (10) days prior. If such written notice is unavailable from the insurer, contractor shall provide written notice of cancellation, non‐renewal and any reduction in coverage to the parties identified in the Notices section by certified mail, return receipt requested within three (3) business days of such notice by its insurer(s) and referencing the County’s contract number. If any policy is in excess of a deductible or self‐ insured retention, the County must be notified by the Contractor. Contractor shall be responsible for the payment of any deductible or self‐insured retention. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of the Contractor. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. (ii) Proof of Insurance: Contractor shall provide a copy of this Agreement to its insurance agent or broker. Contractor may not commence services or work relating to the Agreement prior to placement of coverages required under this Agreement. Contractor certifies that the certificate of insurance attached as Exhibit E, preferably an ACORD certificate, complies with all insurance requirements of this Agreement. The CUSTOMER’s acceptance of a certificate of insurance or other proof of insurance that does not comply with all insurance requirements set forth in this Agreement shall not act as a waiver of Contractor’s breach of this Agreement or of any of the CUSTOMER’s rights or remedies under this Agreement. (iii) Additional Insureds: For Commercial General Liability, Auto Liability and Excess Liability/Umbrella (if required), Contractor and subcontractor’s insurer(s) shall include the CUSTOMER, its employees and volunteers as additional insured. (iv) Waiver of Subrogation: CONTRACTOR’s insurance coverage shall be primary and non‐contributory with respect to all other available sources. CONTRACTOR’s policy shall contain a waiver of subrogation against CUSTOMER. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 12 (v) Subcontractors and Subconsultants: All subcontractors and subconsultants (including independent contractors, suppliers or other entities providing goods or services required by this Agreement) shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of the Contractor. Contractor shall include all such subcontractors as additional insured under its policies (with the exception of Workers’ Compensation) or shall ensure that all such subcontractors and subconsultants maintain the required coverages. Contractor agrees to provide proof of insurance for all such subcontractors and subconsultants upon request by the CUSTOMER. (vi) Workers’ Compensation/Employer’s Liability Insurance: Contractor shall maintain the coverage as required by statute for each work location and shall maintain Employer’s Liability insurance with limits of $100,000 per occurrence for each bodily injury claim, $100,000 per occurrence for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. Contractor expressly represents to the County, as a material representation upon which the CUSTOMER is relying in entering into this Agreement, that none of the Contractor’s officers or employees who may be eligible under any statute or law to reject Workers’ Compensation Insurance shall effect such rejection during any part of the term of this Agreement, and that any such rejections previously affected, have been revoked as of the date Contractor executes this Agreement. (vii) Commercial General Liability: Contractor shall maintain a Commercial General Liability insurance policy with limits of $1,000,000 for each occurrence, $1,000,000 for each personal and advertising injury claim, $2,000,000 products and completed operations aggregate, and $2,000,000 policy aggregate. (viii) Business Automobile Liability: Contractor shall maintain Business Automobile Liability with limits of $1,000,000 combined single limit applicable to all owned, hired and non‐owned vehicles used in performing services under this Agreement. (ix) Technology Errors & Omissions: Contractor shall maintain Technology Errors and Omissions insurance including cyber liability, network security, privacy liability and product failure coverage with limits of $1,000,000 per occurrence and $1,000,000 policy aggregate. (x) Additional Provisions: a. For Commercial General Liability, the policy must provide the following: b. That this Agreement is an Insured contract under the policy; c. Defense costs are outside the limits of liability; d. A severability of interests or separation of insureds provision (no insured vs. insured exclusion); and DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 13 e. A provision that coverage is primary and non‐contributory with other coverage or self‐insurance maintained by the County. (xi) If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to CUSTOMER, CUSTOMER shall be entitled to immediately terminate this Agreement. (xii) The insurance provisions of this Agreement shall survive expiration or termination hereof. 17. Indemnification. The Contractor shall indemnify and hold harmless CUSTOMER, and any of its officers, agents and employees (the “Indemnified Parties”) against any losses, claims, damages or liabilities finally awarded by court of competent jurisdiction against the Indemnified Parties based upon any third party claim for bodily injury, death or tangible property damage to the extent caused directly by the negligence or willful misconduct of the Contractor (“Claim”), provided that: CUSTOMER (i) gives CONTRACTOR prompt written notice of any such Claim and full opportunity to defend the same, (ii) has not made any admissions or entered into settlement negotiations either prior to or after providing notice to CONTRACTOR of the applicable claim except with CONTRACTOR’s prior written consent; (iii) fully cooperates with Contractor in the defense of the Claim or proceeding and all negotiations for its compromise or settlement (CONTRACTOR shall obtain the Indemnified Parties' consent in connection with any act or forbearance required by the CUSTOMER, which consent will not be unreasonably withheld); and (iv) provides CONTRACTOR all reasonable assistance and information throughout the claim or proceeding. This indemnification shall not apply to claims by third parties against the CUSTOMER to the extent that CUSTOMER is liable to such third party for such claims without regard to the involvement of the Contractor. CUSTOMER reserves the right, at its own expense, to participate in the defense of a Claim. CONTRACTOR shall not settle any Claim for which it has an obligation to indemnify pursuant to this Section 17 admitting liability or fault on behalf of the CUSTOMER, nor create any obligation on behalf of the CUSTOMER without the CUSTOMER’S prior written consent (such consent not to be unreasonably withheld). Notwithstanding the foregoing, in the sole event that CONTRACTOR fails to file a response to a Claim and there is a reasonable likelihood that a default judgement will be entered against the Indemnities in such Claim, then (a) the CUSTOMER shall provide written notice to CONTRACTOR of its intention to assume the defense of the claim and if CONTRACTOR has not responded within sixty (60) days of the date of receipt of such written notice from CUSTOMER, then CUSTOMER may assume the defense and any settlement negotiations provided that CUSTOMER shall not make any admission of liability or fault on behalf of the CONTRACTOR, nor create any obligation on behalf of the CONTRACTOR without the CONTRACTOR’S prior written consent (such consent not to be unreasonably withheld); and (b) CONTRACTOR shall reimburse the CUSTOMER for CUSTOMER’S reasonable attorney fees and costs, legal and other expenses reasonably incurred by the CUSTOMER in connection with the CUSTOMER assuming the investigating or defending any such Claim in accordance with the foregoing. 18. Intellectual Property Indemnification. (a) CONTRACTOR, at its own expense, will defend CUSTOMER and pay any amounts finally awarded against CUSTOMER by a court of competent jurisdiction or agreed to by CONTRACTOR in a settlement approved by CONTRACTOR in advance in any third party claims alleging that the use of the Software by CUSTOMER in accordance with this Agreement infringes a valid United States patent, trademark or copyright, provided that: CUSTOMER (i) gives CONTRACTOR prompt written notice of any such claim and full opportunity to defend the same, (ii) has not made any admissions or entered into settlement negotiations either prior to or after DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 14 providing notice to CONTRACTOR of the applicable claim except with CONTRACTOR’s prior written consent; (iii) gives CONTRACTOR sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; and (iii) provides CONTRACTOR all reasonable assistance and information throughout the claim or proceeding. CUSTOMER reserves the right, at its own expense, to participate in the defense of a Claim. CONTRACTOR will not settle any Claim for which it has an obligation to indemnify pursuant to this Section 18 admitting liability or fault on behalf of the CUSTOMER, nor create any obligation on behalf of the CUSTOMER without the CUSTOMER’S prior written consent (such consent not to be unreasonably withheld). (b) If the CONTRACTOR Software is subject to a third‐party claim of infringement, CONTRACTOR may elect to (i) obtain the right of continued use of such CONTRACTOR Software for CUSTOMER or (ii) replace or modify such CONTRACTOR Software to avoid such claim. If neither alternative is available on commercially reasonable terms, then, the applicable License will be terminated and no further Fees will accrue. (c) CONTRACTOR’s liability for any claims under this Section 16 shall be reduced to the extent such claim arises from: (i) alterations or modifications to the Software by Customer or a third party in any manner whatsoever except with the prior written consent of CONTRACTOR; (ii) combination, integration or use of the Software with third party software, hardware or other materials where such claim would not have arisen but for such combination, integration or use; (iii) use of the Software other than in compliance with this Agreement; (v) compliance with the Customer’s written instructions or specifications; or (vi) use of the Software after notice from CONTRACTOR that it should cease due to possible infringement. (d) This Section 16 states the entire liability of CONTRACTOR and CUSTOMER's sole and exclusive remedies for trademark, copyright, patent and any other intellectual property infringement. The indemnity provisions of this Section 18 shall not apply to any Third‐Party Software. 19. Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, FOR LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY, EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 15 EMPLOYEES AND SHAREHOLDERS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE, THE HARDWARE, THE SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY CONTRACTOR IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT THAT IS EQUAL TO: (A) THE FEES PAID TO CONTRACTOR BY CUSTOMER FOR THE PARTICULAR SOFTWARE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM PROVIDED THAT IN NO EVENT SHALL CONTRACTOR, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDER’S ENTIRE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT (EXCEPT AS SPECIFIED IN (B) OF THIS SECTION 19) EXCEED IN THE AGGREGATE THE FEES PAID TO CONTRACTOR BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM; AND (B) THE LIMITS OF THE CONTRACTOR’S INSURANCE COVERAGE AS DICTATED BY PARAGRAPH 16 FOR CONTRACTOR’S LIABILITY UNDER ITS INDEMNITY OBLIGATIONS UNDER SECTIONS 17 AND 18 OF THIS AGREEMENT. 20. Non‐Discrimination. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, creed or national origin in connection with or related to the performance of this AGREEMENT. 21. Termination. This Agreement may be terminated as follows: (a) CUSTOMER shall have the right to terminate this AGREEMENT, without cause, by giving not less than thirty (30) days’ written notice of termination. (b) The CUSTOMER or CONTRACTOR may terminate this Agreement at any time, upon written notice to that effect, if the other party breaches a material term of this Agreement and fails to cure such breach within thirty (30) days of written notice of such breach by the non‐breaching party. (c) Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favourably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (d) CONTRACTOR may terminate this Agreement effective immediately upon written notice to that effect if CUSTOMER breaches Section 9, Section 10, Section 23 or any Intellectual Property Right of CONTRACTOR. (e) CONTRACTOR may terminate this Agreement effective immediately upon written notice to that effect if Customer fails to pay any Fees when due and fails to cure such failure within five (5) days of written notice from DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 16 CONTRACTOR. 22. Effects of Termination. Upon termination or expiry of this Agreement: (a) CONTRACTOR shall be entitled to payment for deliverables in progress including expenses incurred; to the extent, work has been performed satisfactorily. (b) All license rights granted to CUSTOMER under Section 9 of this Agreement shall cease and CUSTOMER must destroy all copies of the Software and other Confidential Information of CONTRACTOR in its possession or control and certify the same to CONTRACTOR. (c) All warranties related to the Software shall automatically terminate and all outstanding Fees owed by CUSTOMER to CONTRACTOR, shall be immediately due and payable. 23. Confidentiality. CONTRACTOR may disclose to CUSTOMER Confidential Information. CUSTOMER shall keep the Confidential Information in confidence, and to take those steps that it takes to protect its own confidential and proprietary information, which shall be no less than reasonable, to protect the Confidential Information from unauthorized use, access, copying or disclosure. CUSTOMER shall not disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement,, provided that Customer shall first give reasonable notice to CONTRACTOR prior to such disclosure so that it may obtain a protective order or equivalent and provided that the Customer shall comply with any such protective order or equivalent. CUSTOMER agrees not to disclose or release such Confidential Information to any third person without the prior written consent of CONTRACTOR, except for authorized employees or agents of Customer who have a need to know such information for the purpose of performance under this Agreement and exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as protective of CONTRACTOR’s Confidential Information as this Agreement. CUSTOMER shall not copy Confidential Information, in whole or in part, except as authorized by CONTRACTOR in writing. All Proprietary Information shall remain the property of CONTRACTOR or its vendors, suppliers, and licensors, as the case may be. Any ideas, concepts, inventions, know‐how, data processing techniques, software, documentation, diagrams, schematics, blueprints or other materials developed by CONTRACTOR personnel (alone or jointly with CUSTOMER) in connection with this AGREEMENT shall be the exclusive property of CONTRACTOR. The parties understand that all the material provided or produced under this Agreement, except items marked Proprietary, Confidential, and except for trade secrets, may be subject to the Colorado Open Records Act., § 24‐72‐ 201, et seq., C.R.S. In the event of a request to the CUSTOMER for disclosure of such information, the CUSTOMER shall advise Contractor of such request in order to give Contractor the opportunity to object to the disclosure. In DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 17 the event of the filing of a lawsuit to compel such disclosure, the CUSTOMER will tender all such material to the court for judicial determination of the issue of disclosure and Contractor agrees to intervene in such lawsuit to protect and assert its claims of privilege against disclosure of such material or waive the same. 24. General (a) Marketing. CONTRACTOR may reference CUSTOMER as a user of CONTRACTOR products and services in the promotion of CONTRACTOR products and services. (b) Force Majeure. No default, delay or failure to perform on the part of CONTRACTOR shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. (c) Notices. Any notice required or permitted to be given shall be delivered by hand, by overnight courier, by fax with confirming letter mailed under the conditions described herein, or by registered or certified mail, postage prepaid, return receipt requested, to the address of the other party first set forth below. Notice so given shall be deemed effective when received, or if not received by reason of fault of the addressee, when delivered, addressed to the respective parties as follows: TO CUSTOMER: Eagle County Colorado Eagle County Sheriff's Office PO Box 359 Eagle, CO 81631 With Copy to: Eagle County Colorado Eagle County Attorney’s Office PO Box 5482 Eagle, CO 81631 TO CONTRACTOR Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 Ocala, FL 34470 (d) Entire Agreement. This AGREEMENT (including the Schedules referenced in it and attached to it) sets forth the entire agreement and understanding between the parties with respect to its subject matter and supersedes all previous communications, proposals, negotiations, representations, understandings and arrangements, either oral or written, between the parties with respect to the subject matter hereof. The terms, provisions or conditions of any purchase order or other business form or written authorization used by CUSTOMER will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, this AGREEMENT, regardless of any failure of DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 18 CONTRACTOR to object to those terms, provisions or conditions. (e) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. (f) Modification. This Agreement may not be modified and/or amended unless any such modification or amendment is reduced to writing and signed by both CUSTOMER and CONTRACTOR. (g) Government End‐Users. If CUSTOMER is a unit or agency of the United States Government, CUSTOMER expressly agrees that the License is “commercial computer software” or “commercial computer software documentation”. Absent a written agreement to the contrary, the rights granted herein are, in the case of civilian agency use, Restricted Rights, as defined by FAR §52.227.19, and, if for Department of Defense use, limited. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the federal laws of the United States applicable therein. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in applicable courts in the State of Colorado Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement expressly excludes the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. (i) Counterparts, Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. 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. (j) Relationship. The parties are and shall at all times remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is law responsible. (k) Allocation of Risk. Customer acknowledges and agrees that the warranty disclaimer and limitation of liability contained in this Agreement are fundamental elements of the basis of the bargain between Contractor and DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 19 Customer and set forth an allocation of risk reflected in the fees and payments due hereunder. (l) Survival. The following sections and articles shall survive the termination or expiration of this Agreement: Sections 1, 5, 6, 7, 8, 10, 11‐13, 14, 15(d), 15(f),16‐19, 22‐24 and any other provisions which are required to ensure that the parties fully exercise their rights and obligations hereunder; unless and until waived expressly in writing by the party to whom they are the benefit. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the Effective Date. Eagle County, State of Colorado by and Executive Information Services, Inc. Through its County Manager By: By: _______________________________________ Name: Name: Title: Title: Date: ____________________________ Date: ______________________________________ DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Jeff Pugh Executive Vice President 1/12/2021 Jeff Shroll County Manager 1/12/2021 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 20 Schedule A DESCRIPTION OF PRODUCTS AND LICENSE GRANT Product The Software, Hardware, and Services are set out below and itemized in the Pricing Proposal Number: 1800228 Rev 3 Dated 9/16/2020 Part # Description License Level Quantity Application Software JMSSVA JMS Application Software Agency/Site 1 JMSASP JMS Viewer Server 1 JMSEMUG Enhanced Mugshot Capture Agency/Site 1 MATX- M2 Data Switch - Regional Agency/Site 1 XXX CCIC Inquiry Adapter (Includes 6 Standard Keys) Agency/Site 1 Interface/Application Software JMSCOGLS Livescan Export Interface (JMS--> Livescan) Device 1 JMSVIVE VINES Export (Provided by APPRISS) Agency/Site 1 JMSGDRFID Guardian RFID Interface - Standard bi-directional Interface License Agency/Site 1 Professional Services SRVH1 Project Management & Coordination Services Hours 160 SRVH7 Software Installation Hours 30 SRVH5 System Configuration Services Hours 50 SVR7 Guardian RFID Interface development services Hours 16 Training Services SRVH8 JMS Administration Training (8 Hour Class) Classes 1 SRVH9 JMS User Training (8 Hour Class) Classes 2 SRV5 Travel & Per Diem As Proposed N/A Support Services System Support (12 Months from System Go-Live) - Standard 7X24. Month 12 Hardware CACMR Canon MH-42 IP video Camera Device 1 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 21 Schedule B Payment Schedule Total Contract Value: $ 90,100.00 USD Payment Schedule Hardware: 100% on Delivery Software and Services Due on signing of contract 40% $ 36,040.00 ‐ Due on Acceptance of Project Plan 10% $ 9,010.00 ‐ Due on Installation Certification 30% $ 27,030.00 ‐ Due on Go‐Live 10% $ 9,010.00 ‐ Due at Final Acceptance 10% $ 9,010.00 ‐ DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 22 Schedule C Support Services Agreement DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 SUPPORT SERVICES AGREEMENT THIS AGREEMENT is made and entered into this ___day of January 2021, (the “Effective Date”) by and between Eagle County, Colorado a body corporate and politic (Sheriff's Office), located at 885 East Chambers Avenue, Eagle, CO 81631 hereinafter referred to as the “Agency”, and Executive Information Services, Inc., hereinafter referred to as “Contractor” or “EIS”. WHEREAS, the Contractor has agreed to sell and Agency agreed to purchase support services described in the Exhibit of Support Services (“Support Services”), attached hereto as Exhibit “A” and incorporated herein. 1. GENERAL SCOPE OF SERVICES. Contractor agrees to furnish to the Agency the Support Services in accordance with, this Agreement, and the Exhibits attached hereto and incorporated herein by reference. 2. TERM. This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) months (the “Initial Support Term”). Thereafter, This Agreement may be renewed by mutual agreement and by payment of Contractors’ then current fees for Support Services (each a “Support Renewal Term”). The Initial Support Term and any Renewal Term shall collectively be referred to as the “Term”. 3. SUPPORT FEE. Agency agrees to pay the Contractor for the services and equipment herein, the sum of $ 10,950.00_ USD (the “Support Fees”). EIS Products covered by this agreement and cost breakdown: a. Support Services for JMS and Licensed Supporting Applications____________ b. Subscription/Support Services for None ______________ 4. PAYMENT. Agency will pay Contractor the Support Fees specified above. Payment of the applicable fees is due prior to the commencement of Support Services. Contractor will invoice for the Support Fees annually in advance. All payments hereunder are non-refundable. The Support Fees do not include taxes. Agency agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on Contractor’s net income). Agency shall reimburse Contractor for all travel and out of pocket expenses. 5. RESTRICTIONS. In addition to the exclusions set out in Exhibit “A”, (a) Contractor shall have no obligation to provide Support Services if Agency fails to pay the applicable fees hereunder of is otherwise in breach of this Support Agreement or the Sales, Service and License Agreement; (b) Contractor shall have no obligation to provide Support Services for any system component that has been modified by the Agency or any third party without express written approval by Contractor; and (c) Agency agrees to provide Contractor with access to facilities and equipment as are reasonably necessary for Contractor to perform its obligations, including remote access. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 6. WARRANTY. Contractor agrees to perform the Services in a professional manner and as otherwise set forth in this Agreement. 7. DISCLAIMER. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET OUT IN SECTION 6, SUPPORT SERVICES AND ALL DOCUMENTATION AND OTHER MATERIALS AND SERVICES ARE PROVIDED TO AGENCY, “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. CONTRACTOR, ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SUPPORT SERVICES, AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. 8. LIMITATION OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, FOR LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY, EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS’ ENTIRE LIABILITY AND AGENCY’S EXCLUSIVE REMEDY WITH RESPECT TO THE SUPPORT SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY CONTRACTOR IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT THAT IS EQUAL TO THE SUPPORT FEES PAID TO CONTRACTOR BY AGENCY FOR THE THEN CURRENT TERM. 9. TERMINATION. This Agreement may be terminated as follows: (a) Agency shall have the right to terminate this AGREEMENT, without cause, by giving not less than thirty (30) days’ written notice of termination. (b) Either party may terminate this Agreement effective immediately upon written notice to the other party to that effect, if the other party breaches a material term of this Agreement and fails to cure such breach within thirty (30) days of written notice of such breach by the non-breaching DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 party. (c) Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favourably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (d) This Agreement shall automatically terminate in the event that the Sales, License and Services Agreement entered into between the parties terminates or expires. (e) CONTRACTOR may terminate this Agreement effective immediately upon written notice to that effect if Agency fails to pay any Support Fees when due and fails to cure such failure within five (5) days of written notice from CONTRACTOR. 10. OTHER SERVICES. Professional services (training, project management, data conversion, general consulting, etc.), not support related, are not included in the Services provided under this Agreement and can be provided to the Agency on request at the then-current rate for the applicable service. 11. DELIVERY OF NOTICES. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONTRACTOR: Executive Information Services, Inc. 1396 NE 20th Avenue, Suite 100 Ocala, FL 34470 AGENCY: Eagle County Colorado Eagle County Sheriff's Office PO Box 359 Eagle, CO 81631 With Copy to: Eagle County Colorado Eagle County Attorney’s Office PO Box 5482 Eagle, CO 81631 Notice so given shall be deemed effective when received, or if not received by reason of fault of the addressee, when delivered, addressed to the addresses above. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 12. GENERAL. (a) Force Majeure. No default, delay or failure to perform on the part of CONTRACTOR shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. (b) Entire Agreement. This Agreement (including the Exhibits referenced in it and attached to it) sets forth the entire agreement and understanding between the parties with respect to its subject matter and supersedes all previous communications, proposals, negotiations, representations, understandings and arrangements, either oral or written, between the parties with respect to the subject matter hereof. The terms, provisions or conditions of any purchase order or other business form or written authorization used by Agency will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, this AGREEMENT, regardless of any failure of CONTRACTOR to object to those terms, provisions or conditions. (c) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. (d) Modification. This Agreement may not be modified and/or amended unless any such modification or amendment is reduced to writing and signed by both Agency and CONTRACTOR. (e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the federal laws of the United States applicable therein. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in applicable courts in the State of Colorado Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement expressly excludes that body of law applicable to choice of law, the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. (f) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. (g) Relationship. The parties are and shall at all times remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is law responsible. (h) Allocation of Risk. Agency acknowledges and agrees that the warranty disclaimer and limitation of liability contained in this Agreement are fundamental elements of the basis of the bargain between Contractor and Agency and set forth an allocation of risk reflected in the fees and payments due hereunder. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 (i) Survival. The following sections and articles shall survive the termination or expiration of this Agreement: Sections 3-5, 7, 8, 10-12, and any other provisions which are required to ensure that the parties fully exercise their rights and obligations hereunder; unless and until waived expressly in writing by the party to whom they are the benefit. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the Effective Date. Eagle County, State of Colorado by and Executive Information Services, Inc. Through its County Manager By: By: ___________________________________ Name: Name: Title: Title: Date: ____________________________ Date: __________________________________ DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 1 EXHIBIT “A” Executive Information Services, Inc. SCHEDULE OF SUPPORT SERVICES 1.0 SUPPORT SERVICES Executive Information Services, Inc. will provide Support Services (as that term is defined in Section 2.0) for licensed Software (as that term is defined in this Section 1.0) in accordance with the provisions of this document. GENERAL PROVISIONS. Standard Support Services only relate to EIS application software that is validly licensed by Agency pursuant to a Sales, Service and License Agreement that is in effect between Agency and EIS (the “Software”). Support Service plans do not cover computer hardware, operating systems, e- mail systems, networks, network operating systems, or other computer or network components whether or not they were provided by Contractor. Support Services do include limited diagnostic services and coordination with hardware support vendors, communications vendors, E911 vendors, radio console vendors, and other involved third parties. All charges by third parties for system software licenses, cabling, hardware components, etc. are the responsibility of the Agency. SUSPENDED SERVICE. Contractor will suspend Support Services on any Agency with an outstanding invoice more than 90 days in arrears. If Agency’s Support Services are suspended due to the forgoing, it may have Support Services reinstated by paying all back-due service fees, the annual support fee for the current period, and the then-current reinstatement fee. In the event that Agency terminates this Agreement or elects not to renew this Agreement and allows Support Services to lapse, in order to reinstate Support Services, Agency will be required to enter into a new Support Services Agreement and will be required to pay all back-due Support Fees that would otherwise be applicable to the lapsed period in addition to the then current Support Fees for the new term. COMPANY QUALIFICATIONS. Contractor has and will maintain the personnel, experience and knowledge necessary to qualify Contractor to perform the duties under this agreement. DOJ COMPLIANCY. Contractor support personnel have undergone background checks. Agencies that require a CJIS vendor contract or need to maintain additional validation related to Contractor support personnel should contact EIS Support. 2.0 LISTING OF SERVICES EIS provides the following software and technical support services and reserves the right to change or modify the services at any time and upon 45 days’ notice to Agency (the “Support Services”). EIS will use commercially reasonable efforts to provide solutions for any problem or issue reported and determined to be in the EIS Software or documentation. While it is EIS’s goal to provide an acceptable resolution for all incoming service requests, EIS cannot predict a resolution time and is unable to guarantee that all problems or issues can be resolved. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 2 EIS personnel, when accessing Agency’s network through a remote access connection and when providing on-site Support Services, shall comply with the company regulations provided to EIS in advance regarding security, safety and professional conduct including but not limited to Agency’s 3rd Party Remote Access Policy. 1. Telephone Technical Support—Agency has access to EIS qualified technical and applications support personnel via the Call Center number listed herein. EIS will use reasonable efforts to resolve any query relating to EIS licensed Software or its use or operation by Agency. 2. Software Remediation—EIS will use its reasonable efforts to correct or circumvent any reported error in licensed Software in order to bring the Software into material conformance to the then current published documentation. 3. Diagnostic Services—Support Services include diagnostic services that may be reasonably required to correct reproducible errors or malfunctions in the licensed Software. EIS will also work closely with Agency personnel where necessary to coordinate repair efforts with other vendors or in-house technicians. 4. Interface Maintenance—Support Services on State Interface Gateways includes programming modifications mandated by State Agencies and agreed to by EIS in writing. New state switches requiring new gateways and completely different protocols or message formats may be subject to additional charges. Due to variability, changes to E-9-1-1 interfaces may be subject to additional charges. All other third party interface support is subject to additional charges. 5. System Notification Service—Periodically EIS releases electronic bulletins or newsletters designed to alert users to potential problems with EIS systems, virus threats, or provide best use recommendations. 6. General Systems Consulting—EIS provides limited consulting services when related to EIS products and product use within the Agency. 7. Software Updates—“Updates” means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality that EIS makes generally available to its customers as part of its Support Services. Minor Updates are included in standard service plans. Minor Updates are normally provided via remote support facilities and do not involve on-site visits. Additional service packs or updates may be applied depending on individual agency circumstances. “Upgrades” means a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software, that require significant database changes, data conversions, re- installation of software systems, or extensive operator training, that EIS makes generally available to its customers and are subject to additional charges. In the event the Upgrade requires data conversion, the Agency will not be charged for such conversion. Charges for major Upgrades depend on the scope of the changes, size of the agency, required days on site, and other factors related to implementation costs. Updates are scheduled with Agency on a case by case basis and Agency has the option to accept DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 3 or decline any update provided that EIS shall no longer be obligated to perform certain obligations as further described herein or in the EIS Sales, Service and License Agreement in the event that the Agency has failed to install any update. Due to variables in scheduled feature sets and program development, no guarantees of releases or release dates for any software are made. When Updates are anticipated, Agency will be provided the release notes corresponding to the Update. 8. Documentation Updates—Updated documentation for every release, Update or change to the system will be provided embedded within the application Software as part of the distribution software. REMOTE ACCESS SUPPORT Support Services are normally provided via a remote access connection to the Agency. EIS will comply with the Agency’s 3rd Party Remote Access Policy when providing remote access support. ON-SITE SUPPORT At its own discretion, EIS will provide on-site support, if required. This is usually reserved for critical failures that render the system inoperable or seriously degrade system performance. Response time is dependent on distance, severity of the errors, and other factors and is coordinated with the designated Agency project manager. 3.0 SERVICE REQUESTS A Service Request (SR) may be filed by Agency for any operational problem or Software error. An error is any reported malfunction or other defect in the EIS licensed Software that can be reproduced by EIS and that constitutes a non-conformity from the product documentation provided by EIS to Customer under the Sales, License and Services Agreement. Regardless of how submitted, all Service Requests are documented in an on-line database at the EIS customer support WEB site along with remedial actions and other pertinent data. SERVICE REQUEST SUBMISSION Service Requests can be submitted by any means convenient to Agency; phone, fax, e-mail, or WEB. Critical high priority service requiring immediate assistance should be submitted by phone to the EIS Call Center. This is available 24 x 7. We request after hours calls be limited to emergency, priority 1 calls. Unless restricted by Agency, EIS will accept routine and emergency calls from any Agency personnel. Contact numbers and addresses are: Mailing Address: Executive Information Services, Inc. 1396 NE 20th Avenue, Suite 100 Ocala, FL 34470 Call Center: (208) 580-0400 Fax Number: (209) 370-9921 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 4 WEB Site Address: www.goeis.net Support Portal: www.portal.goeis.net E-Mail Address: support@goeis.net Automatic Problem Report: support@goeis.net SUBMISSION GUIDELINES 1. Critical issues should be reported by telephone to the EIS Call Center (208) 580-0400 2. Issues and service requests can be submitted by any of the following. a. Contact the EIS Call Center by telephone at the above number. b. Send an e-mail with pertinent details on the issue to support@goeis.net. This will create an automatic service request in our system and notify support technicians. You will be provided details by return e-mail and your issue will be reviewed within 24 hours. c. Log onto our support WEB site and submit the issue. 3. In all cases, the following details should be provided. a. Full contact information including your name, your agency, contact phone number and e-mail address. b. The particular program or product that is causing the issue. c. All details you have on the issue. d. Date/time the issue occurred e. Workstation/Server where the issue occurred f. Symptoms of the problem. What error message displayed. g. Did the problem occur once or often? Is the problem erratic or consistent? Can the problem be duplicated and if so, what are the steps to duplicate it. h. Enclose a screen shot if possible. 4. An automated system response is sent to the originator and designated Agency contacts when the service request is created in the system and whenever key details on the service request change in the system. 5. An agency can check their service request status at any time at the EIS Service Request portal above. SERVICE LEVEL RESPONSE Each Service Request is assigned a priority based on its severity and disruption to the Agency. EIS has set the following priorities guidelines. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 5 Priority Level Description Processing 1 Critical A major system or sub-system has failed and become inoperable. For example a CAD has failed. Agency cannot perform a critical job function. Agency has initiated support request via direct telephone to EIS support desk. Service is continuous. If the issue cannot be resolved by the answering technician, then escalation is immediate. Response time will vary from immediate to within several hours, but will not be longer than 4 hours 2 High A major component or sub-system has failed. For example a state interface has failed and is seriously degrading the CAD system. Agency job function is degraded or limited. Agency has initiated support request via direct telephone to EIS support desk. Service is determined by the nature of the problem and consultation with the Agency. The problem is given priority support and may be escalated as necessary. 3 Medium A processing error has occurred or there is an error in processing. For example a data field is not saving in a report, a report has incorrect totals, etc. Agency experiences intermittent problem or minor degradation. Service is routine. Escalation depends on circumstances. Program errors may be fixed by service packs, delayed to regular releases, or work- arounds applied as necessary. 4 Low Low priority. Error in provided component causing operational function/feature to occasionally fail or cause minor inconvenience. Service is generally handled in the course of regular system updates. Will be addressed as soon as feasible for EIS 5 Enhancement Modification to the behavior of an existing feature, or the addition of a new feature/function or report at the request of the agency. Enhancement request is reviewed and slated for development as determined by the EIS software review team. Enhancements are provided in the course of regular system updates. No commitment of delivery by EIS unless contractually stated. SERVICE REQUEST ASSIGNMENT Each service request submitted is assigned to an EIS support technician that has responsibility for resolving the issue, keeping the Agency notified of progress on the issue, and ultimately resolving and closing the issue. The assigned person is provided in an automatic response to the requestor and is available on the support WEB portal. You may contact the assigned person at any time for an update on the status of the Service Request, to update priority, or to discuss additional details on the issue. SERVICE REQUEST STATUS Each Service Request is assigned a status. Status codes are: OPEN The SR is actively being worked on by EIS COMPLETE EIS has completed all work on the SR and is waiting authorization to close it. CLOSED The SR is no longer active in the system. Closed SR’s are no longer tracked by EIS. ESCALATION EIS has designated a group of senior technical and programming resources that are available for critical service requests that cannot be handled in the course of normal business. This team is notified immediately on all priority 1 service requests and notified when appropriate on other critical issues. EIS management reviews all escalated and priority 1 critical service requests on a weekly basis. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 6 CLOSING SERVICE REQUEST Service requests are closed based on consultation with Agency. A completed service request has it status changed to COMPLETE by EIS pending consultation and review for closure. An EIS representative will review the case with the originator or with a designated Agency contact before closing the support request. This may be by e-mail or phone as is most convenient. If a timely contact cannot be established for review, EIS will close the request. An automatic system response is sent to the originator and all designated Agency contacts when a service request is closed. PRODUCTION SYSTEM Standard Support Services and escalation apply to Agency production systems. Licensed EIS Software on test, training, development, or other non-production systems receives a medium level response and is scheduled in consultation with the Agency. EXCLUSIONS 1. EIS assumes no responsibility for computer hardware or third party software including operating systems, communications circuits, electronic mail systems, overall network performance, user profiles, and other network management functions. 2. Data backup and integrity checking is the responsibility of Agency. 3. Virus protection, system intrusions, security breaches, and malware protection are the responsibility of Agency. 4. Table maintenance, including offense code tables, are the responsibility of Agency. EIS provides utility and maintenance programs that facilitate this. 5. Access Control and security setup for agency users is the responsibility of Agency. EIS provides utility programs that facilitate this. 6. Errors caused by mis-use, use on inadequate or out of date hardware or operating system software. Errors caused by conflicts with other third party or Agency provided software. 7. New custom reports or report modifications are not included in standard Support Services. 8. If required, EIS may provide release notes, on-line tutorials or other training on new features or operational problems under the Support Services Agreement. Full training for new users or general training for Agency that requires on-site services is not included in the standard Support Services. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 7 9. EIS shall not be required to provide Support Services for any non-current versions of the Software or for errors or deficiencies in the Software for which an Update has been provided to AGENCY that AGENCY elected not to accept and install. ENHANCEMENT REQUESTS Requested system enhancements, including new report requests, are considered for inclusion in EIS products at EIS’s sole option. No guarantee of implementation is made and no timeframes are provided for any requested enhancements. Enhancements and product content and feature sets are at the sole discretion of EIS. Custom feature requests are not included in standard support plans. Any feedback, ideas, and suggestions for enhancements to EIS Software that Agency submits will become the property of EIS. EIS may use this information for any EIS business purposes, without restriction, including for product support, development, for sale, license or other transfer to third parties without any obligation to Agency. 4.0 AGENCY RESPONSIBILITIES The level of service EIS can provide is dependent upon the cooperation of the Agency and the quantity of information that the Agency can provide. If the Agency cannot reproduce a problem or if the Agency cannot successfully gather adequate troubleshooting information, EIS may not be able to ultimately resolve the problem. Careful submission of service requests is an important Agency responsibility. FACILITY, SYSTEM AND DATA ACCESS In order to provide Agency with technical support, EIS may need to remotely access Agency computing environment. This access is for diagnostic, backup, or data recovery purposes only. Access methods and procedures are worked out with each customer individually. As part of Support Services, EIS may be given access to your data and may temporarily copy all or parts of databases from your systems. Data is not permanently retained and is destroyed when no longer required for diagnostics. Agency is notified of any data access in advance. If on-site services are required, EIS will require access to facilities and equipment on-site. Agency represents and warrants to EIS that Agency has obtained all necessary rights and consents from the owners of any data to provide such data to EIS for use by EIS in accordance with this Agreement. EIS shall comply with Agency’s 3rd Party Remote Access policy. CUSTOMER CONTACTS A primary Agency contact is required on each agreement to obtain Support Services from EIS. Up to three additional Agency contacts can be provided to EIS. Agency contacts are sent all notifications on any service requests submitted by the agency and receive all EIS electronic notifications and communications. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 8 Agency Information Agency: Eagle County Government Address: Eagle County Sheriff's Office PO Box 359 Eagle, CO 81631 With Copy to: Eagle County Colorado Eagle County Attorney’s Office PO Box 5482 Eagle, CO 81631 Main Phone: ______________ ___________________ Primary Contact: ______Greg Van Wyk, CJM___________________ Title: _______Captain- Detention Division____________ Phone: (970) 328-8564 Extension____________ E-Mail _________gregory.vanwyk@eaglecounty.us _____ Additional Contact: _____Kevin Kromer______ ___________________ Title: __________________________________________ Phone: (_970_) 376-7037_ Extension___________ E-Mail ____ kevin.kromer@eaglecounty.us ____________ Additional Contact: __________________________________________ Title: __________________________________________ Phone: (_____) ______________ Extension____________ E-Mail __________________________________________ Additional Contact: __________________________________________ Title: __________________________________________ Phone: (_____) ______________ Extension____________ E-Mail __________________________________________ DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Page 9 Support System Notification List Name Title E-Mail Phone _____________ __________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ _______________________ ______________ ______________________ ___________________ Please return this information to: Executive Information Services, Inc. 1396 NE 20th Avenue, Suite 100 Ocala, FL 34470 support@goeis.net FAX: (209) 370-9921 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 23 Schedule D Pricing Proposal Number: 1800228 Rev 3 dated 09/16/2020 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's Office Proposal Number: 1800228 Rev 3 Address: 885 East Chambers Avenue Proposal Date: 9/16/2020 Address: Eagle, CO 81631 Proposal Expiration Date: 12/28/2020 Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. Missler Telephone: (970) 328-8500 PS.NET System Components Software Licensing Services 1st Y Support JMS Base Application Software $48,000.00 $7,200.00 Jail Management Interface $5,600.00 $840.00 JMS Advanced Imaging Module w/ Camera $1,820.00 $0.00 CCIC Interface $14,400.00 $2,160.00 Installation & Training Services $42,880.00 Data Conversion - Declined $0.00 Guardian RFID Bi-Directional Interface $5,000.00 $2,400.00 $750.00 $74,820.00 $45,280.00 $10,950.00 SUB-TOTAL $120,100.00 GOODWILL INCENTIVE -$30,000.00 $10,950.00 TOTAL AVL GPS Receivers for Laptop $90,100.00 Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107 PRICING PROPOSAL DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's OfficeProposal Number: 1800228 Rev 3Address: 885 East Chambers AvenueProposal Date: 9/16/2020Address: Eagle, CO 81631Proposal Expiration Date: 12/28/2020Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. MisslerTelephone: (970) 328-8500ppppPS.NET System Components Jail Management Software - Main JailPart #Description InvestmentQuanitiyTOTALSupport - StdJMSSVA JMS Application Software$48,000.00 1 $48,000.00 $7,200.00JMSASP JMS Viewerincluded 1 $0.00 $0.00JMS Base $48,000.00 $7,200.00Jail Management InterfaceJMSCOGLS Livescan Export Interface (Morpho)$5,600.00 1 $5,600.00 $840.00JMSVIVE VINES Export (Provided by APPRISS)$0.00 1 $0.00 $0.00SCAAP reporting InterfaceIncluded 1 $0.00 $0.00SSA Report InterfaceIncluded 1 $0.00 $0.00JMS Interface Components $5,600.00 $840.00JMS Advanced Imaging Module w/ CameraSupport - StdJMSEMUG Enhanced Mugshot CaptureIncluded 1 $0.00CACMR Canon MH-42 IP video Camera$1,820.00 1 $1,820.00Imaging Components $1,820.00 $0.00CCIC InterfacePart #DescriptionInvestmentQuantityTOTALSupport - StdMATX- M2 Data Switch - Regional$4,800.00 1 $4,800.00 $720.00XXX CCIC Inquiry Adapter (Includes 6 Standard Keys)$9,600.00 1 $9,600.00 $1,440.00Message Switch $14,400.00 $2,160.00Estimated Jail Software Total $69,820.00$10,200.00Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's OfficeProposal Number: 1800228 Rev 3Address: 885 East Chambers AvenueProposal Date: 9/16/2020Address: Eagle, CO 81631Proposal Expiration Date: 12/28/2020Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. MisslerTelephone: (970) 328-8500ppppPS.NET System ComponentsInterface Development ServicesPart #DescriptionTOTALFirst Year SupportJMSGDRFIDGuardian RFID Interface - Standard Interface License$5,000.00$750.00SVR7Guardian RFID Interface development services$2,400.00Total $7,400.00$750.00Includes:Vendor/Customer Coordination Installation/Testing Specification Documentation Debugging/Support Programming Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALThe JMS to Guardian RFID interface is published as a bi‐directional exchange of data between the EIS JMS system and the Guardian RFID product. The interface is dependent on the interface service being provided by Guardian. The existing EISGuardian Interface supports multiple transactions and will be expanded to support the needs of Eagle County. Existing Transactions include:1. Exports inmate custody data from JMS to Guardian utilizing the specified CSV file.2. Export of Inmate primary mugshot facial image to Guardian 3. Import of inmate movement activity into JMS (supporting Out of Cell and In Cell transactions).Transactions to be added include:1. Export of inmate alert information from JMS to the Guardian “Special Status” format.2. Export of inmate Keepaways information from JMS to the Guardian “Keep Separate” format.3. Import of the Guardian “Recreation” activity, to update JMS as an Out of cell indictor, with location DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's OfficeProposal Number: 1800228 Rev 3Address: 885 East Chambers AvenueProposal Date: 9/16/2020Address: Eagle, CO 81631Proposal Expiration Date: 12/28/2020Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. MisslerTelephone: (970) 328-8500ppppProfessional ServicesProject Services - InstallationPart #Description Service FeeSRVH1 Project Management & Coordination Services$100.00 160 $16,000.00SRVH7 Software Installation$120.00 30 $3,600.00SRVH5 System Configuration Services$120.00 50 $6,000.00Installation Services Total $25,600.00Project Services - TrainingPart #Description Service Fee UnitsSRVH8 JMS Administration Training$1,200.00 1 $1,200.00SRVH9 JMS User Training$1,200.00 2 $2,400.00Training Services Total $3,600.00Project ExpensesSRV5 Travel & Per Diem$13,680.00Travel & Per Diem Total $13,680.00Installation and Training Total $42,880.00Training CalculationApplication Users Class Size ClassesJMS Administration 2 20 1JMS End User 26 20 2Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's OfficeProposal Number: 1800228 Rev 3Address: 885 East Chambers AvenueProposal Date: 9/16/2020Address: Eagle, CO 81631Proposal Expiration Date: 12/28/2020Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. MisslerTelephone: (970) 328-8500ppppData Conversion - DeclinedAny preliminary pricing included in this proposal is merely provided as an estimate of possible cost and to provideyour agency with any overview of how EIS conducts data conversion development. Detailed information, includinga sample of your data output is required regarding your project and database to determine a firm, fixed cost proposal.SRVH5 Data Conversion - Agency Declined Data MigrationNoneSRVH5 Data Conversion Services provided at standard rate of $200.00/hour USD.**Anticipated conversion data from existing system Assuming standard Intergraph systemsEIS Responsibilitiesa. Conduct the Data Discovery phase of the project by working with Customer subject matter expert(s) to complete a data field mapping.b. Develop the conversion code.c. A conversion is moving data from one system to another according to the data field mapping. EIS is not responsible for scrubbing or modifying data from the original system. Any data that does not programmatically convert will still be kept in a notes field for historical reference.d. Provide to the Customer example conversion data in the form of a useable EIS/PS.NET database.e. Project Manager will assist in the data review with the Customer and define Data Acceptance tests.f. Redevelop the conversion code as specified by change request during the Review and Sign‐Off phase.Agency Responsibilitiesa. Provide conversion database(s) to EIS as mutually agreed.b. Provide subject matter expert(s) who know the data being converted. The subject matter expert(s) will work with EIS during the Data Discovery and Review and Sign‐Off phases.c. Review the example conversion data and provide change requests or sign‐off within ten (10) business days.d. After completion, any changes to the data must be made by manual data entry by the Customer or agree to a Change Order.e. Understand that the Customer owns the data. The data being converted will only be modified to fit the format of the EIS PS.NET system.f. Provide final Customer conversion database(s) and, if this data conversion is into an existing EIS/PS.NET system, the current PS.NET for the final conversion run.Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's OfficeProposal Number: 1800228 Rev 3Address: 885 East Chambers AvenueProposal Date: 9/16/2020Address: Eagle, CO 81631Proposal Expiration Date: 12/28/2020Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. MisslerTelephone: (970) 328-8500PS.NET System Support MatrixSystem Support Cost Calculations1. EIS warrants the system software, customizations and services with standard EIS provided tier 1 7X24 warranty service.2. EIS will provide the first three years of system support services, calculated at our standard support rate. and custom interfaces, based the module price for system software on the products licensed by the Agency.3. Installation, Training and other Professional Services will not be included in the support calculations.4. EIS will guarantee the support rate assessed for 2nd and 3rd year support. 5. EIS reserves the right to increase the support costs at a rate not to exceed (NTE) 5% of the previous years assessed support cost in Years 4 & 5.Calculated Support Costs for On‐going Support and MaintenanceFirst Year 2nd Year 3rd Year 4th Year 5th YearSupport Cost10,950.00$ 11,497.50$ 12,072.38$ 3rd Year + (NTE 5% 3rd year) 4th Year + (NTE 5% 4th year)Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's OfficeProposal Number: 1800228 Rev 3Address: 885 East Chambers AvenueProposal Date: 9/16/2020Address: Eagle, CO 81631Proposal Expiration Date: 12/28/2020Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. MisslerTelephone: (970) 328-8500ppppPS.NET System ComponentsCCIC InterfacePart #DescriptionInvestmentQuantityTOTALSupport - StdCCIC CCIC Entry Adapter (Includes 6 Standard Keys)$16,800.00 0 $0.00 $0.00Message Switch $0.00 $0.00Jail Management InterfaceJMSMCDE JMS Inmate Commissary Interface (Initiation Export)$5,600.00 0 $0.00 $0.00JMSTEL JMS Inmate Telephone Interface (Initiation Export)$5,600.00 0 $0.00 $0.00BIOMETRIC EnginePart #DescriptionInvestmentQuantityTOTALSupport - StdBFINGER Integrated Single Digit Fingerprint Verification$12,000.00 0 $0.00 $0.00BFACE Integrated Facial Recognition Verification$12,000.00 0 $0.00 $0.00Biometric Engine $0.00 $0.00Jail Management Wireless JMS ModuleSupport - StdJMSWLHS Wireless Housing Server Software (PocketJMS)$14,400.00 0 $0.00 $0.00***Required Wireless Windows Mobile Device with Bar code readerWireless Software Components $0.00 $0.00Jail Management Supporting ApplicationsSupport - StdJMSPREBOOK JMS Pre-Booking$6,200.00 0 $0.00 $0.00Pre‐Book Components $0.00 $0.00Database SoftwarePart #Description License FeeQuantityTOTALSupport - StdStandard EditionSQLSTP Microsoft SQL Server Standard 2016 (Processor)Provided by AgencyThird Party System Software $0.00Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Agency: Eagle County Sheriff's Office Proposal Number: 1800228 Rev 3 Address: 885 East Chambers Avenue Proposal Date: 9/16/2020 Address: Eagle, CO 81631 Proposal Expiration Date: 12/28/2020 Contact: Kevin Kromer (kevin.kromer@eaglecounty.us)Prepared By: Todd Roy/ A. Missler Telephone: (970) 328-8500 Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107 PRICING PROPOSAL Notes to Pricing 1. This proposal is submitted to the Agency by Executive Information Services, Inc. This proposal will expire as noted in the expiration date, unless extended by Executive Information Services, Inc. 2. Unless contractually negotiated otherwise, system price is based on a payment schedule of thirty (30) percent upon contract execution, balance of hardware price on date of delivery, and balance of contract price upon delivery of individual components. Services per contract terms. 3. All prices are FOB Destination. Sale prices quoted are exclusive of any state, local, use, or other applicable taxes. Hardware prices do not include shipping charges which will be added to the invoice. 4. Software pricing quoted is for a fully paid license for specified use on a networked computing system within the contract agency and is supplied subject to execution of a separate licensing and non‐disclosure agreement which prohibits distribution, re‐sale, or other disclosure outside of contracting agency. Full site licensing is included for the agency and there are no restrictions on the number of deployed workstations or users of the system within the agency. 5. All computing hardware, operating systems, database management systems, facility modifications, communications circuits, and network components not expressly provided in this proposal are the responsibility of the Agency. 6. Installation includes application software installation on user supplied computing platform, all table configuration, end‐ user training, network configuration, and similar activity. Installation also includes general network design consulting, network configuration, and installation and/or configuration of operating system software; including the Windows operating system and Microsoft SQL Server database management system. Agency is responsible for insuring that personnel are available and free of regular duty assignments during scheduled training periods. Training will require approximately 8 hours per person. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 24 Schedule E Statement of Work DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 1 EAGLE COUNTY JMS STATEMENT OF WORK Version 2 ‐ 10/6/2020 TABLE OF CONTENTS PURPOSE ...................................................................................................................................................................... 3 DELIVERABLES OVERVIEW ................................................................................................................................................ 3 SUBSTITUTE PRODUCTS.................................................................................................................................................... 5 TRAINING INFORMATION .................................................................................................................................................. 5 SYSTEM INTERFACES ........................................................................................................................................................ 6 CHANGE CONTROL PROCEDURES ....................................................................................................................................... 6 CUSTOM/PROJECT SOFTWARE DEVELOPMENT ..................................................................................................................... 7 OTHER ISSUES ................................................................................................................................................................ 7 EXCLUSIONS .................................................................................................................................................................. 7 PROJECT ORGANIZATION AND MANAGEMENT TASKS ........................................................................................ 8 TASK PO 1: PROJECT MANAGEMENT ................................................................................................................................. 8 TASK PO 2: PROJECT ORGANIZATION MEETING .................................................................................................................. 9 TASK PO 3: HARDWARE REQUIREMENTS AND SITE PREPARATION .......................................................................................... 11 TASK PO 4: DEVELOP PROJECT SCHEDULE DOCUMENT ........................................................................................................ 11 TASK PO 5: PROJECT DEFINITION AND JMS FUNCTIONAL REVIEW WORKSHOP ........................................................................ 12 PROJECT PLAN .................................................................................................................................................. 14 TASK PP 1: PROJECT PLAN ............................................................................................................................................. 14 TASK PP 2: ACCEPTANCE TEST PLAN(S) ............................................................................................................................ 14 HARDWARE & PLATFORM DELIVERY TASKS ....................................................................................................... 16 TASK HW 1: REVIEW EC PRODUCTION SERVER HARDWARE ................................................................................................. 16 TASK HW 2: INSTALL THE COUNTY‐PROVIDED MICROSOFT SQL SERVER DATABASE INSTANCE .................................................... 17 TASK HW 3: EIS PROVIDED JMS HARDWARE AND PERIPHERAL EQUIPMENT. ........................................................................... 18 SOFTWARE DELIVERABLE TASKS ........................................................................................................................ 19 TASK SFTW 1: DELIVER JMS APPLICATION SOFTWARE ....................................................................................................... 19 TASK SFTW 2: DELIVER M2 SERVER SOFTWARE ................................................................................................................ 20 TASK SFTW 3: DELIVER ADVANCED IMAGING SUB‐SYSTEM SOFTWARE .................................................................................. 21 TASK SFTW 4: DELIVER JMS DOCUMENTATION & EC SYSTEM DEPLOYMENT DOCUMENTATION ................................................ 21 INSTALLATION AND CONFIGURATION SERVICES TASKS ...................................................................................... 22 TASK INS 1: CONFIGURE THE EC‐PROVIDED MICROSOFT SQL SERVER DATABASE SOFTWARE ON PRODUCTION SERVER ................... 22 TASK INS 2: INSTALL AND CONFIGURE LICENSED EIS SOFTWARE ON THE EC‐PROVIDED PRODUCTION SERVERS. ............................. 23 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 2 TASK INS 3: INSTALL AND CONFIGURE THE JMS WEBVIEWER APPLICATION ............................................................................ 24 TASK INS 4: INSTALL M2 SERVER SOFTWARE ..................................................................................................................... 25 TASK INS 5: CONDUCT JMS SYSTEM CONFIGURATION WORKSHOP ....................................................................................... 26 TASK INS 6: JMS FUNCTIONAL TESTING .......................................................................................................................... 27 PROJECT CONFIGURATION AND DEVELOPMENT TASKS...................................................................................... 27 TASK DEV 1: JMS CONFIGURATION AND DEVELOPMENT ..................................................................................................... 28 TASK DEV 2: JAIL REPORT DEVELOPMENT ......................................................................................................................... 30 INTERFACE TASKS .............................................................................................................................................. 32 TASK INTER 1: JMS TO LIVESCAN INTERFACE EXPORT ......................................................................................................... 33 TASK INTER 2: JMS TO APPRISS (VINE) INTERFACE ......................................................................................................... 34 TASK INTER 3: JMS TO GUARDIAN RFID INTERFACE ........................................................................................................... 34 TASK INTER 4: CCIC INTERFACE MKE’S ........................................................................................................................... 35 TASK INTER 5: JMS SSA INFORMATION EXPORT ................................................................................................................ 37 SOFTWARE CUSTOMIZATION TASKS .................................................................................................................. 38 TASK SECZ 1: GUARDIAN RFID INTERFACE ....................................................................................................................... 38 DATA CONVERSION TASKS ................................................................................................................................ 39 USER TRAINING ................................................................................................................................................. 40 TASK TRN 1: JMS ADMINISTRATOR TRAINING .................................................................................................................. 40 TASK TRN 2: JMS TECHNICAL AND USER TRAINING ............................................................................................................ 41 CUTOVER TO LIVE OPERATIONS......................................................................................................................... 43 TASK GL 1: JAIL PRODUCTION CUTOVER ........................................................................................................................... 43 PROJECT COMPLETION AND SIGN OFF ............................................................................................................... 44 TASK COM 1: JMS FINAL ACCEPTANCE ........................................................................................................................... 44 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 3 STATEMENT OF WORK Eagle County Sheriff’s, Colorado Purpose The purpose of this document is to define the software and services being provided by EIS Corporation (EIS) to the Eagle County Sheriff’s Office (EC), CO as part of the Jail Management System (JMS) project. The activities associated with the implementation of each of the Jail systems has been identified through a set of tasks itemized within this Statement of Work (SOW). In some cases, a single task will combine the required activity to satisfy both systems. The following Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the implementation of an integrated Jail Management System to support Eagle County (hereinafter called the “EC”) jail/corrections management operations. The system will be composed of the following primary software components, with the installed software being the latest software release that is available at the time of installation. Unless otherwise indicated from the context in which it is used, the word “system” will be used herein to refer to the compilation of the foregoing subsystems, interfaces and ancillary systems. Deliverables Overview The Project Task Section of this document lists and defined the project deliverables that EIS will provide.  Project Organization. EIS will designate a senior experienced manager that will be assigned for the duration of the project. This person provides a direct point of contact for the Agency. Coordinate and conduct the Project Kickoff Meeting. Develop and maintain the joint Project Plan including the Responsibility Matrix. Provide frequent Status Reports as agreed upon by both parties. o An EIS Project Manager will be assigned to this project. EIS will designate a senior project manager for the duration of the project as the direct point of contact for the EC.  Customer Organization Meeting o EIS and EC project teams meet to further define the project, review the deliverables, EC hardware requirements, and establish an implementation schedule and procedures.  Project Specification and Implementation Plan The EIS Project Manager shall manage EIS activities through the EIS Project Plan. The EIS Project Plan shall describe tasks, estimated duration, task dependencies and estimated completion dates for tasks defined within the Statement of Work. The EIS Project Plan shall describe the elements and define associated deliverables and resources. The EIS Project Manager shall coordinate with the Agency assigned Project Manager by regularly providing an up‐to‐date EIS Project Plan to maintain and manage the master project schedule including the development of schedules, determination and assignment of tasks, and schedule adjustments and may be made available for online viewing. The initial EIS Project Plan shall be developed in conjunction with the Agency Project Manager upon project commencement and shall be submitted for acceptance. The activities that are scheduled to begin between submission of the initial EIS Project Plan and acceptance thereof shall not be delayed before acceptance of the initial EIS Project Plan. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 4 o EC and EIS develop and accept a functional Project Plan. The Project Plan will include a project synopsis, project organization and staffing, overview of deliverables, implementation schedule, training plan, data conversion plan, and cut‐over and live operation plans. o The Project Plan is jointly developed by the EIS Project Manager and EC Project Manager, and mutually approved. o It is estimated that the full implementation will require approximately eight (8) months from date of order. Due to the scope, the implementation may be phased to accommodate individual EC schedules and EIS resources.  System Preparation o EIS Staff will configure the EIS system on the County provided windows operating system and hardware to the agreed deliverables and complete any required custom programming and configuration tasks as specified in the project plan. o EIS deploys contracted interfaces in accordance with the interface specifications. o Complete an initial test data conversion.  Installation and Configuration o Installation and Configuration phase is done on the EC system and consists of a concentrated functional review workshop, followed by review sessions as specified in the project plan. o EIS will install the system and required interfaces on the customer site. o EIS will train the designated EC system administrators in the JMS system, theory and use. o EIS and EC staff will configure the initial data tables, workflow, and processes in coordination with agency subject matter experts. o System documentation, including user manuals, application notes, and machine‐readable manuals with rights to reproduce within the agencies.  Customer Validation and Testing o Perform Functional Acceptance Testing. JMS system and supporting components installed and operational at EC, for an agreed upon period, providing an environment for EC to define internal operation policies and validate the system for operational use. o EC will develop any in‐house required procedures or policies for operation of the new system. o Complete Configuration Acceptance test with EC, live operation transition is scheduled.  Live Operation o EIS arrives on site and completes any required updates. o EC JMS users are trained on the use of the system and training documents are provided. o Final data conversion is completed, and the system converts to live operation. o EIS and EC project managers complete the acceptance testing and signoffs. o EIS provides start‐up support and go‐live assistance.  Hardware o Selected Hardware Equipment as specified in the pricing proposal.  System Software DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 5 o Jail Management software suite and supporting applications, interfaces and customizations as listed in this document and in accordance with the detailed responses provided by EIS in association with the items detailed in the SOW. o M2 message switch and interface to the State of Colorado CCIC system. This interface will provide a defined set of integrated inquiry and entry capabilities for the other subsystems.  Data Conversion o None  Interfaces o Interfaces to Third Party Systems as Itemized within the interface task elements presented in this SOW.  Training Services o Training as agreed in the Implementation Plan, within the training hours purchased by the EC; o Administrator o End User  System Documentation o Specified System documentation. EIS will provide system documentation in electronic format only. o JMS Users Guide o JMS Training Guide o JMS Supporting specialty manuals (as developed) Additional Project Information Substitute Products EIS, Inc. reserves the right, as part of the requirements stated herein, to provide products and services of equal or better quality, of comparable value and certified for operation with EIS systems that are available at the time of installation or delivery. These substitutions will be at no additional cost to the EC, unless the scope of the project is modified by change order. Deviations and changes to this SOW are subject to mutual agreement between EIS and the EC. Any substitutions proposed by EIS must be accepted, in writing, by Eagle County. Training Information The EC must provide a training location with a minimum of 16 workstations for training that meet the minimum hardware requirements for JMS. The training location must be free of distractions and scheduling of staff must be uninterrupted for the duration of the training. EC will ensure that a supervisor level staff member is present during each training who can address agency policy and procedure questions that arise during the training and are not addressed in the use policy document. The training schedule will be drawn up as part of the Implementation Plan with assistance from the EC Project Manager. Training assignments will be the responsibility of the EC with input from EIS staff on who should be trained on which modules. The EC will be responsible to coordinate EC personnel to attend scheduled training sessions. Training to include: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 6 1. JMS Administrator Training. 2. Direct End‐User training for designated users of the system within the EC. 3. Train the Trainer Training for agency designated JMS Trainers. 4. System documentation, including user manuals, application notes with rights to reproduce within the agencies. System Interfaces Each system interface will be developed and deployed in accordance with the EIS interface specifications accepted by the EC. Once accepted, the development interface specification will be the presiding document and be incorporated into the contract forthwith. All interfaces are subject to dependencies and are partially reliant on factors beyond the control of EIS. As such, the deliverable items related to all interfaces are directly dependent on the availability of external resources (connections to foreign systems, data, and other external components). System interfacing will be dependent on the system software up and fully running before a successful interface can be completed by EIS. Delays related to the required dependencies are not the responsibility of EIS. All interfaces with other products will be completed as quickly as possible, however without the cooperation of the third‐party software vendors, implementation could be delayed. This would not be the responsibility of EIS and outside the scope of the SOW. EC agrees that the installation of the various interfaces on EC hardware that meet the agreed upon specification satisfies the interface requirement regardless of third‐party issues and delays. Change Control Procedures Change Requests can be initiated by either party. Using the Change Control Form, the Receiving Party will review any change requests, conduct an impact analysis, propose alternative approaches, if any, and advise the Initiating Party of the findings with all associated additional fees and schedule impacts within a reasonable timeframe of the Receiving Party’s receipt of any such Change Control Form. Changes shall be made as amendments to the Statement of Work and shall set out the nature of the change, the new fee and schedule, and any other agreed upon services. Amendments shall only be effective when signed by the EC and EIS. The change control form will be developed by EIS for use as required. Once received and reviewed, the receiver will make a determination as to how to proceed with the request: a. If the change can be implemented with no substantial change to the scope of the project, the change can be approved at no charge and forwarded to the Project Manager for implementation. b. If the change is outside the original design and scope of the project, the change can be approved with an additional charge (if approved) and forwarded to the Project Manager for implementation. c. Save the change as a future release request (specified date or unspecified date, these requests are not binding and EIS is not committing to provide such a feature.). d. Disapprove the change as there is no implementation path supported by the software. Either EIS or EC may request changes to this Statement of Work at any time. Because such changes could significantly affect the cost, schedule, or other critical aspects of the work being performed, both EC and EIS must approve each change request in writing prior to implementation. The following change control procedure will be used except as superseded by mutual agreement or other binding procedures: 1. A “Change Request” (CR) prepared in a form and format acceptable to both EC and EIS will be the vehicle for communicating change. 2. A “Change Request” must describe the requested change, the rationale for the change, and any anticipated effect the change will have on the contract and/or the work performed under the contract. 4. EC and/or EIS should complete all reviews and officially approve or reject an issued “Change Request” within ten (10) business days of receipt. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 7 5. Resolution of open issues concerning the definition, submission, acceptance, rejection, or implementation of all “Change Request” ‘s will occur via resolution process mutually selected by and agreeable to EC and EIS. Custom/Project Software Development The project does not currently include software development services specifically related to deliverable components referenced within this Statement of Work. All development work is performed to modify or enhance existing functions provided within the EIS application software. All software modifications, enhancements or reports developed as part of this project are incorporated into the commercial JMS product licensed from EIS and is fully owned by EIS. No software modifications, enhancements or reports developed as part of this project shall be construed as a “Work for Hire”. Other Issues The EC is responsible to provide all hardware and software that conforms to the minimum requirements as outlined by EIS (See EIS publication on minimum hardware software standards). Exclusions EIS implementation is limited to software and services only (and any specifically denoted hardware). Any hardware, communications circuits, system software, or other third‐party components not explicitly itemized herein or on related purchase documents are excluded. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 8 Project Organization and Management Tasks Task PO 1: Project Management Objective: EIS and EC assign project managers for the duration of this project. Task Description: Both EC and EIS will designate a project manager who will direct the efforts and serve as primary point of contact for the project. Responsibilities: EIS will designate a Project Manager who will direct EIS’s efforts and serve as the primary point of contact for the EC. The responsibilities of the EIS Project Manager include: a) Maintain project communications with the EC’s Project Manager. b) Manage the efforts of EIS staff and coordinate EIS activities with the EC’s project team members. c) Resolve deviations from the Project Schedule. d) Monitor the project to ensure that support resources are available as scheduled and as identified in the project plan. e) Coordinate and oversee the installation of all licensed EIS/EIS application software. f) Review and administer change control procedures through the EC’s Project Manager, commonly referenced as a “Change Request” (CR), issued by the EIS Project Manager. g) Conduct status meetings via telephone or email with the EC’s Project Manager, as reasonably required, to discuss project status and prepare status reports as necessary. h) Provide timely responses to issues related to project progress raised by the EC’s Project Manager. Working with the EC Project Manager, develop and maintain a Project Task List to identify project tasks and deadlines. EC will designate a Project Manager who will direct EC’s efforts and serve as the primary point of contact for the EC. The responsibilities of the EC Project Manager include: a) Maintain project communications with EIS's Project Manager. b) Identify the efforts required of EC staff to meet the EC’s task requirements and milestones in the Statement of Work and Project Schedule. c) Review the preliminary Project Schedule with EIS’s Project Manager and assist EIS in developing a detailed Project Schedule defining the detailed tasks and a schedule of EIS and EC responsibilities. d) Measure and evaluate progress against the Project Schedule. e) Monitor the project to ensure that EC support resources are available as scheduled. f) Attend status meetings with EIS's Project Manager. g) Provide timely responses to issues related to project progress raised by EIS's Project Manager. h) Liaison and coordinate with other EC agencies, other governmental agencies and the EC’s contractors. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 9 i) Review and administer change control procedures, hardware and software certification, and all related project tasks required to maintain the implementation schedule. j) Approve payments in a timely manner. k) Ensure that all appropriate EC personnel attend and actively participate in all project activities. l) Assign one or more personnel who will work with EIS staff as needed for the duration of the project, including at least one system administrator, one database administrator and a command staff representative from the Sheriff’s department that can make policy decisions. m) Work with EIS personnel in designing and approving a project task list as mentioned in the EIS Project Manager Responsibilities. n) Provide building access to EIS personnel to all facilities where the system is to be installed during the project. Identification cards should be issued to EIS personnel if required for access to EC facilities. Access must be available 24 hours a day during the course of this project with required escorts when necessary. EIS acknowledges that access to County facilities will be governed by the County’s security and access requirements and will cooperate with the County to ensure EIS staff and any subcontractor personal adhere to County access standards. o) Provide adequate workspace for EIS personnel to include desks, chairs, worktables, telephone with long distance access, color printer access, and DSL or faster internet connections access is limited to county policy, vendors must adhere. p) As applicable to EIS’s installation, assume responsibility for all fees for licenses and inspections and for any delays associated with inspections due to the required permits. q) Provide contact names and telephone numbers for the appropriate agencies. r) Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service. Ensure a safe work environment for EIS personnel. If problems are encountered with hazardous materials, EIS will immediately halt work and the EC will be responsible for the abatement of the problem or EIS and the EC will jointly come to a mutual agreement on an alternative solution. EIS will be excused from timely performance of its obligations pending such resolution. s) Provide CJIS certified staff and their EIS owned computers network access to the relevant servers for purposes of installation, configuration and maintenance. Dependencies: Assignment of Project Managers. Completion Criteria: This task is considered complete when EC and EIS assign their designated Project Managers. Task PO 2: Project Organization Meeting Objective: Hold Project Organization meeting with designated EIS and EC staff. Task Description: Project Planning and Organization tasks include the establishment of the EIS and EC project managers, project team and the provision of a Project Kickoff/Organization Meeting. This activity also identifies and communicates specific project tasks to be undertaken by EIS and EC. Timeframes will be established for the development of related project management deliverables under this Statement of Work, including the Project Plan. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 10 The initial project organization meeting is a facilitated work session designed to establish project organization and reporting and to set initial parameters on the overall project implementation. A key objective of this meeting is to provide implementation assistance to EC personnel and answer outstanding questions and concerns related to the project. The objectives of this task are:  To introduce all project participants and review roles of key participants;  Review contractual requirements and overall scope of the project;  Answer key customer questions and address concerns related to the project;  Establish a clear chain of communication, authority and reporting procedure;  Review resource and scheduling requirements;  Review and collect interface data;  Review the implementation procedures and establish a general timeline for the project to include any known administrative delays that may affect project implementation;  Finalize Hardware Requirements to support the JMS system and peripheral applications;  Site Tour;  Acquire information sufficient to begin the development of the following project plans; Implementation Plan Responsibility Matrix Training Plan Acceptance Test Plan Interface Plan Conversion Plan Dependencies: Executed and accepted contract. Completion Criteria: This task is considered complete when the on‐site Project Kickoff Session has been held with EIS and EC representatives in attendance. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 11 Task PO 3: Hardware Requirements and Site Preparation Objective: Validate and finalize the EC’s hardware and third‐party software requirements. Task Description: EIS will verify that EC has met all the hardware requirements, operating system requirements, network, access points and third‐party software for the JMS system. Task will be performed at the project organization meeting. Responsibilities: EIS will: a) Verify with EC personnel the recommended computer processor(s), operating system software, third‐party software, all associated workstations, printers, communications and related components. b) Verify with EC the network topology and configuration requirements. c) Prepare a final hardware and operating system software deliverables list (if required), thus amending Project Deliverables, as appropriate. d) Pre‐plan installation activities with EC. e) Verify with EC the server installation and support processes utilized by the EC. f) Verify the provision of remote access to EC servers by EIS installation and Support staff. EC will: a) Provide, upon request, information on existing hardware and operating system software components and terminal networks, as well as projected utilization statistics and other information as is reasonably required to validate final hardware requirements. b) Review the final hardware and operating system software configuration with the EIS project team. c) Order hardware as determined and notify EIS as to delivery and installation schedules. d) Certify the EC provided hardware is installed and ready for use as determined in the project organizational meeting. Dependencies: EC IT resources, including: Network/Network Security DBA Desktop Support Server Support Completion Criteria: This task is considered complete when the final hardware and operating system software configuration is complete and approved by the EC and EIS. Task PO 4: Develop Project Schedule Document Objective: Establish and deliver the Project Schedule as a working document. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 12 Task Description: The objective of this task is to finalize the preliminary Project Schedule. The Project Schedule will be finalized and mutually agreed upon between the parties. EIS will: a) Review with EC personnel the identified implementation tasks, priorities, inter‐dependencies and other requirements needed to establish the Project Schedule. b) Prepare the Project Schedule document and deliver the first version of the implementation and training plan to the EC. c) Review the Project Schedule with EC personnel and make changes and/or corrections that are mutually agreed upon. d) Assume accountability for all EIS supplied tasks within the Project Schedule. EC will: a) Analyze with EIS project personnel the identified requirements and make such implementation decisions as are reasonably required to finalize the Project Schedule. b) Work with EIS staff to finalize the Project Schedule. c) Notify EIS of any known or anticipated events that may impact the schedule and work with EIS to revise the implementation plan to accommodate these events. Dependencies: Completion of the project organization meeting and review of agency implementation requirements. Completion Criteria: This task is considered complete upon completion of the preliminary project schedule as mutually agreed between EIS and EC. Task PO 5: Project Definition and JMS Functional Review Workshop Objective: Review EIS JMS Functional Design and define EC Operational Requirements. Task Description: EIS project staff will meet with EC assigned project team members and stakeholders to provide a project overview to discuss project expectations, and to review intended outcomes as related to the Jail Management System (JMS). The purpose of this task is to review the functional capabilities of the system software and contracted services to ensure that customer EC personnel understand the conceptual details of the systems and have a grasp of the systems operational parameters. EIS will discuss the intended use of each provided operational module with EC personnel, define extended system parameters and other information that will be required to allow EIS to configure the system for installation at the customer site. Review the EC operational procedures and identify any EC‐specific requirements to meet general system level State Reporting requirements and other identified system operational requirements. Review data conversion approach. This workshop provides an overview of the various JMS code tables and the requirements for gathering the data to build these files. Provide worksheets and review data import options to populate standardized tables. The session provides an overview of options available to EC for performing agency specific system tailoring and determining operational system parameters. Responsibilities: EIS will: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 13 a) Review the operational and business requirements of the EC. b) Conduct a review with EC of EIS JMS functionality based on current EIS JMS Design Specifications. c) Obtain, with EC’s assistance, state standards and requirements applicable State level Reporting. d) Summarize outstanding items and provide a definitive project schedule in an Internal Reference Specification (IRS). Copies of this will be provided for the Agency and reviewed with Agency management to help ensure that the project is on track and that both parties have a firm understanding of the overall software configuration objectives. EC will: a) Assign appropriate EC personnel to attend the functional review session. b) EC’s JMS database administrator will attend the functional review session. c) Aid EIS in obtaining the state standards and requirements. d) Provide acceptance of EIS JMS Design specifications and general system reporting specifications. e) Participate in the review of the EIS JMS functionality, based on the current or proposed EIS Design Specifications. f) Collect and provide all system table and validation data values, unless specified otherwise by mutual agreement. Dependencies: 1. Deployed EIS JMS Server software to EC production machines. 2. Deployed JMS workstation software to workstations to be used during the review session. Completion Criteria: This task is considered complete when EIS has provided the on‐site JMS Review Workshop session and provided EC with a documented review of EIS JMS functionality, state reporting requirements, and identified enhancements discovered as part of the workshop as a project software configuration document. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 14 Project Plan Task PP 1: Project Plan Objective: EIS Project Manager will develop a Project Plan and deliver to the EC for approval. The Task Description: The EIS Project Plan shall describe tasks, estimated duration, task dependencies and estimated completion dates for tasks defined within the Statement of Work. The EIS Project Plan shall describe the elements and define associated deliverables and resources. Adjustments to the project plan will be on‐going. The EIS Project Manager will write and submit a detailed Project Plan to the EC for approval. The Project Plan will include the following:  A project synopsis with key objectives and goals of the new systems.  A reiteration of the project organization and staffing.  An abbreviated list of contract deliverables as outlined in this SOW.  An initial implementation schedule showing key milestones and installation sequences.  A training plan that will lay out the training requirements in hours, schedule, training facilities, and responsibilities. The actual scheduling of personnel will be done at a date closer to the Training and Live Operations phase.  A cut‐over plan for go‐live operations. Responsibilities: EIS Will: a. The EIS Project Manager will write the Project Plan and deliver to the EC Project Manager for review and approval. EC Will: a. The EC Project Manager will review and approve the Project Plan. Dependencies: Completion Criteria: This task is complete upon acceptance of the initial project plan by EC project manager. Task PP 2: Acceptance Test Plan(s) Objective: EIS Project Manager will work with the EC project team to develop an “Acceptance Test Plan” and deliver to the EC for approval. The successful completion of the Acceptance test plan will constitute “Final” system acceptance. Task Description: The EIS Project Manager assist the EC in the development of the system acceptance criteria and the “Acceptance Test Plan” that will detail the procedures to be utilized for the acceptance tests, test plans will include: a) Installation Acceptance Test Plan – Certification of the initial baseline software deployment. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 15 b) Functional Test Plan – Certification that the system is configured according to deployment specifications, including EC specific configurations and customizations. c) Data Conversion Acceptance Test Plan – Certification that the data conversion has been completed in accordance with the data conversion plan. Responsibilities: EIS Will: a. The EIS Project Manager will assist the EC Project Manager in the development of the referenced plans for review and approval. b. Coordinate all EIS resources as required in the development of the related plans. EC Will: a. The EC Project Manager will review and approve the Project Plan. Dependencies: Completion Criteria: This task is considered complete upon mutual acceptance of the written Test Plan by EIS and EC project manager(s). DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 16 Hardware & Platform Delivery Tasks Task HW 1: Review EC Production Server Hardware Objective: Review and accept the production EC provided server configuration as ready to receive application software. Task Description: Objective involves reviewing the server environment provided to ensure appropriate integration with EC network, installation and configuration of appropriate system software, including: Server OS’s, Service packs, SQL database software, MSMQ, .NET frameworks, IIS and other components as specified by EIS installation group. Access for EIS must be granted by EC to attach to provided servers with administrative privileges using EIS owned computers by EIS CJIS certified staff. EIS technical staff will verify the configured components deployed on servers. Specific tests will be performed to assess component configuration. If components are missing or improperly configured, EIS installation group will notify EC of the deficiency and coordinate with the EC a resolution plan. Due to the nature of the proposed VM deployment module, EIS is unable to address issues related to systems and configuration below the VM Client OS level. Responsibilities: EIS will: a) Provide consulting assistance and server requirements for the proposed JMS system. Review server configurations install applications and services and test configuration. b) Verify and accept server configuration as “Ready for Use”. EC will: a) Install and configure the servers into a production environment. b) Install and configure all Server hardware, OS’s, OS Service packs, .NET Frameworks, SQL database software and other components as specified by EIS installation group. c) Provide administrative access to EIS installation Group. d) Be available to address and answer questions, modify configurations, and modify security permissions if required during the installation. Dependencies: 1. EC provided server hardware must be installed and configured for use within the EC’s network environment. 2. All EC provided server‐side software is loaded and configured for use. 3. EIS technical/installation group must be granted access to the servers at an administrative level. Completion Criteria: This task is complete when EIS certifies as “Ready to Use” the production server systems provided by the EC. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 17 Task HW 2: Install the County‐provided Microsoft SQL Server Database Instance Objective: The objective of this task is to install the supporting Microsoft SQL Server Database software instance on the production server(s) and certify the Microsoft SQL Server DB configuration as ready to use. Task Description: County IT to install the County‐provided Microsoft SQL Server Database software to on County provided database server hardware. The SQL Server database software will be installed on production and test servers by County IT utilizing Mixed‐Mode access, and full permission rights will be granted to EIS installation personnel. EIS installation staff will configure the supporting Microsoft SQL Server Database software with the system data tables and permission set required to support the delivered PS.NET application software (and specified County configurations), on the designated County‐provided server. Responsibilities: EIS will: a) Install the baseline JMS and other licensed modules database schemas within this configuration. b) Test the initial operation of the baseline database subsystem and provide a status report to the EC’s project manager upon completion. c) Provide written certification of successful installation. EC will: a. Install and configure designated database server hardware on County’s network (Hardware). b. Provide access to EC‐provided hardware components to EIS installers. EC provided hardware and/or software must meet EIS recommended specifications and configuration. c. Be available to address an answer questions, modify configurations, and modify security and previsioning if required during the installation. d. Develop a standard backup routine of the SQL database with EIS staff. Test and implement. Completion Criteria: This task will be completed upon the installation and configuration of the Microsoft SQL Server Database software on the database server and certified by EIS as ready to use as indicated in the implementation plan and accepted by EC. NOTES: All required network protocol connectivity, firewalls and web services required to attach the workstations and other system servers to the SQL Server database must be provided by the County and must be operational prior to onsite installation by EIS technicians. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 18 Task HW 3: EIS provided JMS Hardware and peripheral equipment. Objective: Order, receive, install and test any hardware components as ordered and listed in contract to be provided by EIS associated with the project. Currently EIS has proposed to provide one (1) mugshot camera device as itemized in the project proposal. Task Description: Objective involves the loading and configuration of any EC purchased required third‐party software to support deployment of EIS delivered Hardware. Any JMS hardware and software components included as a contract deliverable will be ordered, delivered and installed at this time per the project plan. Responsibilities: EIS will: a) Ensure delivery to the EC EIS supplied equipment as appropriate. EC will: a) Formally acknowledge receipt of EIS provided hardware, subject to 5 business day inspection. b) Provide appropriate electrical, network connections and supporting components as required within the environment to which the hardware will be deployed. c) Install and deploy EIS provided components as required and certify as available and ready for use within the system, in accordance with the project timeline. d) Install and deploy any required third‐party software to support EIS provided hardware. e) Be available to address an answer questions, modify configurations, and modify and permissions if required during the installation. Dependencies: 1. Receipt of formal order in the form of a PO, project Change Order or contract for the purchase of EIS provided hardware. Completion Criteria: This task is considered complete when the EIS provided hardware components as indicated in the contract have been delivered to the EC as defined in the acceptance plan. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 19 Software Deliverable Tasks Task SFTW 1: Deliver JMS Application Software Objective: Deliver standard release JMS Server software, JMS Workstation software and JMS supporting Software, including applicable JMS software licenses, as purchased by the EC and specified in the Contract. JMS will be provided as a single production instance, supporting the Adult Correctional Facility. Task Description: Complete the delivery of standard release JMS server software, the JMS Workstation Application software, and all applicable JMS and supporting software licenses as indicated in the Contract. This includes all software components (media), including applicable documentation (electronic software manuals) as listed in the purchase contract. JMS Modules include the following. (Review specific task detailed in this document for configuration and modifications to be developed) Master Inmate Management (JMS Master Inmate) Standard, general release, JMS system master inmate management application. Included administrative Index management application, merge, expunge and seal. Booking General booking process forms. Inmate Property General release, inmate property modules. Jail Incident Reporting Standard, general release, jail incident management. Jail Housing Standard, general release, jail housing management. Inmate Classification/Assessment Standard, general release, inmate classification/assessment. Inmate Sentencing Standard, general release, inmate sentencing. Jail Log Standard, general release, jail Log. Inmate Movement Standard, general release, inmate movement. Inmate Meal Restrictions Standard, general release, inmate meal restrictions. Inmate Release DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 20 Standard, general release, inmate release. Inmate Schedule Standard, general release, inmate schedule. Inmate Transport Standard, general release, inmate transport. Jail Reporting Standard, general release, jail reporting module. Inmate Visitation Provide standard, general release, inmate visitation. Professional Visitation Provide standard, general release, professional visitation module Inmate Mugshot Provide standard, general release, advanced mugshot module. Inmate Lineup Provide standard, general release, inmate lineup module. Responsibilities: EIS will: a) Deliver all contracted software components, including applicable documentation (software manuals), as listed in Contract. EC will: a) Accept software delivery and acknowledge receipt of EIS provided components. Completion Criteria: This task will be completed when the JMS software distribution set and third‐party software components as listed in contract, are delivered to the EC at the location specified in the contract and accepted by EC as defined in the acceptance plan. Task SFTW 2: Deliver M2 Server software Objective: EIS will deliver the primary M2 software modules on standard exchange media. This includes all software components (media and software license) including applicable documentation (software manuals). Task Description: M2 operates as the system message switch and is utilized in support of system interfaces, including CCIC. Deliver M2 Server software, CCIC Adapter software, JMS‐M2 interface and supporting Software required to connect to the M2 message switch, including applicable M2 software licenses, as purchased by the EC and specified in the Contract. Responsibilities: EIS will: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 21 a) Deliver all software components including applicable documentation (software manuals), as listed in Contract. EC will: a) Accept software delivery and acknowledge receipt of EIS provided components. Completion Criteria: This task will be completed when M2 software distribution set and third‐party software components as listed in contract, are delivered to the EC at the location specified in the contract. Notes: M2 is a general communication data switch utilized throughout the JMS system. M2 will be deployed to support an interfaced node supporting a direct connection to the State for CCIC /NCIC traffic. Specific CCIC interface components are listed in the “CCIC” interface description contained in the interface section of this SOW. CCIC broadcast and general notification services will not be provided through the M2 interface. Task SFTW 3: Deliver Advanced Imaging Sub‐system Software Objective: Deliver EIS advanced Imaging mugshot acquisition software for use on County selected workstations. Task Description: Complete the delivery of standard EIS Advanced Imaging Support software for JMS live image capture utility. The software includes the EIS Face Finding algorithms and camera control software intended to provide automated mugshot (Full frontal face view) image capture in accordance with the NIST Best recommended Practices associated with mugshots. Once deployed to the site the imaging components can be used in the JMS system (Inmate Imaging, Inmate Property & Facility visitors) systems where live facial image capture is appropriate. This does require the provision of specific image capture hardware by the EC. Responsibilities: EIS will: a) Deliver all software components including applicable documentation (software manuals), as listed in Contract. EC will: a) Accept software delivery and acknowledge receipt of EIS provided components. Completion Criteria: This task will be completed when Advanced Imaging software as listed in contract, are delivered to the EC at the location specified in the contract. Task SFTW 4: Deliver JMS Documentation & EC System Deployment Documentation Objective: Prepare and deliver documentation relating to the deployment of the JMS Workstations including the workstation build and field deployment procedures and any site specific administrative or end user documentation specified in the project or training plan. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 22 Task Description: The delivery includes providing Configuration manuals, Reference manuals, Training materials, and System Administration documents in an electronic form by loading into the software, not in printed form or on portable media. Documentation Includes:  System Deployment Guide  Jail Users Guide  Pocket JMS Users Guide  Jail Training Guide  Any other document specified in the project plan. Responsibilities: EIS will: a. Deliver deployment instructions, guides, manuals and related documents in electronic form as specified in the implementation plan. EC will: a. Review and accept the standard JMS documents (described above) submitted by EIS. Completion Criteria: This task will be completed once EIS has prepared and delivered to the EC the System Deployment document specified above along with other documentation specified in the final project plan. Installation and Configuration Services Note: EIS will normally install the JMS software remotely prior to onsite configuration. The initial installation will be to production level servers and will include the approximation of NCIC and State required code table values. EIS will additionally provide a first cut data conversion including the JMS data migrated from the legacy systems for initial evaluation. EIS will then schedule an Installation/Configuration Workshop or series of workshops to install final system components, conduct system administrator training, configure the system, verify initial data conversion, and verify system operation. EC will be responsible to provide all system hardware unless specifically noted in the Contract or this Statement of Work. Installation and Configuration Services Tasks Task INS 1: Configure the EC‐provided Microsoft SQL Server Database software on Production Server Objective: Configure the EC‐provided Microsoft SQL Server Database software on the production server, load JMS and supporting database schemas and certify the Microsoft SQL Server DB configuration as ready to use. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 23 Task Description: EIS installation staff will configure the supporting Microsoft SQL Server Database software with the system data tables and permission set required to support the delivered application software (and specified EC configurations), on the designated EC‐provided server Responsibilities: EIS will: a) Install the baseline JMS and other licensed modules database schemas within this configuration. b) Test the initial operation of the baseline database subsystem and provide a status report to the EC’s project manager upon completion. c) Provide written certification of successful installation. EC will: a) Install and configure designated database server hardware on EC’s network (Hardware). b) Provide access to EC‐provided hardware/server components to EIS installers. EC provided hardware and/or software must meet EIS recommended specifications and configuration. c) Be available to address an answer questions, modify configurations, and modify security and permissions if required during the installation. d) Develop, test and implement a standard backup routine of the SQL database with EIS staff. Dependencies: 1. Access to EC provided database server(s) as a DB administrator. Completion Criteria: This task will be completed upon the installation and configuration of the Microsoft SQL Server Database software on the database server and certified by EIS as ready to use as indicated in the implementation plan and accepted by EC. NOTES: All required network protocol connectivity, firewalls and web services required to attach the workstations and other system servers to the SQL Server database must be provided by the EC and must be operational prior to onsite installation by the EIS technicians. Task INS 2: Install and Configure Licensed EIS Software on the EC‐ provided Production servers. Objective: The objective of this task is to install and configure the baseline JMS application software and licenses on the designated EC‐provided production servers as designated in the implementation plan in accordance with the finalized system configuration. Deliver and test the primary JMS software modules on the equipment installed/provided by the EC at EC facility. Task Description: Task includes: a. Baseline Colorado state code tables. b. Deployment of a standard JMS workstation installation/distribution set. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 24 c. Deployment of a standard supporting workstation installation/distribution set as noted in the project plan. Responsibilities: EIS will: a) Install and test, with the EC’s assistance, the licensed JMS software to the designated production servers. b) Provide the EC with the training necessary to prepare EC personnel with the ability to deploy the JMS client software on additional workstations. c) Test the initial operation of the baseline JMS system and supporting subsystems. d) Certify that the configuration is complete and ready to use. e) Provide deployment instructions and data communication settings required to deploy workstation software. EC will: a) Perform site and hardware preparation as described and certify that Production Servers are ready to receive application software. b) Ensure all EC provided hardware meets minimum required specifications. c) Ensure all required network protocol connectivity, firewalls and web services required to attach the JMS application to the SQL Server database, are provided by the EC and certified as operational prior to onsite installation by the EIS technicians. d) Deploy the JMS software either over the network or with the assistance of EIS staff to all desired workstations. e) Review system configuration and report any discrepancies to EIS Installation staff within 5 days of EIS certification. Completion Criteria: This task will be completed upon the installation and configuration of an operational JMS baseline application software on EC provided JMS servers (Production servers) and the delivery of a standard software workstation deployment set that is acceptable by EC as defined in the acceptance plan. Task INS 3: Install and Configure the JMS WebViewer Application Objective: Install JMS Web Viewer software on agency provided public web server, as purchased by the EC and specified in Contract. Task Description: EIS will install and test the JMS Web Viewer software modules on the EC provided equipment at EC facility. The JMS Web Viewer application will support the generation of officer‐based booking commitments including inmate demographic, arrest, charges, property and detainer declarative statement within a browser environment. The objective of this task is to install, and configure the baseline JMS Web Viewer application software, on the designated EC‐provided IIS server as designated in the implementation plan in accordance with the finalized system configuration. Deliver and test the primary EIS JMS Web Viewer software modules on the equipment installed/provided by the EC at EC facility. Task includes: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 25 a. The configuration of the JMS Web Viewer web software installed on the designated server to conform to the baseline JMS Web Viewer (not including EC specific configurations and customizations). Responsibilities: EIS will: a) Install and test, with the EC’s assistance, the licensed JMS Web Viewer software to a standard IIS environment provided by the EC b) Test the initial operation of the baseline JMS Web Viewer system. c) Certify that the configuration is complete and ready to use. EC will: a) Provide a configured instance of IIS on desired server to host the JMS Web Viewer application. b) Ensure all EC provided hardware meets minimum required specifications. c) Ensure all required network protocol connectivity, firewalls and web services required to attach the JMS Web Viewer application to the SQL Server database are provided by the EC and be operational prior to onsite installation by the EIS technicians. d) Review system configuration and report any discrepancies to EIS Installation staff within 5 days of EIS certification. Completion Criteria: This task will be completed upon the installation and configuration of an operational JMS Web Viewer baseline application software on EC provided JMS servers (Production and Training servers) and the delivery of a standard software workstation deployment set accepted by EC as defined in the acceptance plan. Task INS 4: Install M2 Server software Objective: M2 operates as the internal system message switch and is utilized in support of system interfaces, including CCIC/NCIC. Install M2 Server software, JMS‐M2 interface and JMS supporting Software required to connect to the M2 message switch including applicable M2 software licenses, as purchased by the EC and specified in Contract. Task Description: EIS will install and test the primary M2 software modules on the application server equipment installed/provided by the EC at EC facility. Task includes the installation of the M2 software to the EC provided application server and configuration to communicate with the JMS SQL Database. Responsibilities: EIS will: a) Install all M2 software components including applicable documentation (software manuals) as listed in Contract. b) Install base M2 software applications and configure to EC environment. c) Configure switch queues and transaction configurations. d) Test installation of M2 and certify that the M2 subsystem has been successfully installed and prepared to receive EC specific message templates. EC will: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 26 a) Provide appropriate hardware and operating platform to support the M2 application on the system application server. b) Be responsible for application for new CCIC mnemonics as required to meet County access needs. c) Be available to address an answer questions, modify configurations, and modify security and permissions if required during the installation. d) Acknowledge receipt of EIS provided components. Dependencies: 1. Access to EC provided application server. Completion Criteria: This task will be completed M2 software distribution set and third‐party software components as listed in Contract are installed on the EC provided application server and certified as “Ready to Use” by EIS installation personnel and verified as operational by EC as defined in the acceptance plan. Task INS 5: Conduct JMS System Configuration Workshop Objective: Conduct an Installation/Configuration workshop with the EC Project Team to install, conduct system administrator training, configure, and verify the system components. Task Description: System Configuration and EC administrator training is normally conducted in a workshop at the EC or series of workshops. A single workshop is preferred and is normally 3 days ‐ one week. The purpose of this workshop is to ensure all systems and components are installed, assist the EC with configuring JMS code tables, and system administrator training to selected EC personnel that will administrator the JMS system. This workshop is not intended for live operation. The identified system administrators will validate the operation of the system and the initial data conversion. At the end of this workshop, the key EC staff should be familiar with the use and configuration of the system. Key EC staff should able to complete security setup, table maintenance, and other end‐user configuration tasks necessary for live operation. System Configuration Acceptance Testing to occur on completion of this task. Responsibilities: EIS will: a) Ensure all JMS components are installed and functioning properly. b) Train selected EC system administrators and other key staff in the theory, use, and configuration of the system. c) Review with EC project team the specific JMS application functionality and code tables for which information must be collected to configure the system and assist the EC with configuration. d) Assist EC with testing and validating data conversion for completeness and accuracy. e) Provide EC with a Workshop schedule sufficient time in advance of the workshop. EC will: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 27 a) Identify JMS system administrators and key project personnel to attend the workshop and insure their availability. b) Identify data sources for all system code tables and other EC operational parameters. a) System administrators to become comfortable and familiar with JMS system administration, table configuration, system security, workflow, and operational principles. Dependencies: 1. Completion of the system functional review. 2. Deployed JMS software to EC production machines. 3. Deployed JMS workstation software to workstations to be utilized by during the review session. Completion Criteria: This task is considered complete when EIS has concluded the JMS Configuration Workshop and identified to the EC the configurable options for the JMS application. Task INS 6: JMS Functional Testing Objective: Perform functional tests of JMS. Task Description: Demonstrate the applicable functions and features of JMS as defined in the JMS Acceptance Test Plan. Responsibilities: EIS will: a) Utilize the JMS Acceptance Test Plan as a guideline for all functional tests. EC will: a) Generate test data files needed for functional testing. Completion Criteria: This task is considered complete when JMS has been demonstrated to operate in accordance with the Acceptance Test Plan and EC verifies the testing has successfully passed all the guidelines. System Preparation Project Configuration and Development Tasks DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 28 Task Dev 1: JMS Configuration and Development Objective: EIS to provide configuration/modifications to the core JMS product as part of the deployment to meet EC operational objectives. Task Description: EIS will provide the following system configuration/customizations to the core JMS product as already discussed with EC. As part of the installation activities, EIS will work with the EC to develop a final system configuration/customization specification. All modifications will be incorporated into the base JMS product. Functional Modifications Include: General JMS 1. Definition of the EC workflow via the module tree presented within the primary JMS system within the existing workflow configuration options. There is no development work for this item. 2. Provide an agreed upon set of up to ten (10) customized SSRS reports within the JMS. Reports can capture electronic signatures as part of report generation. Additional reports can be added to the project as need based on the standard EIS report development fees. 3. Provide Support for up to (5) Fillable PDF reports associated with inmate record. 4. Configure booking dashboard to display select subset of validation rule compliance indicator (Pass/Fail) within the current supported system ability within the current configuration options. There is no development work for this item. Accounting (inmate) 1. None – Will not be utilized as agency is utilizing 3rd party (TurnKey) commissary accounting for inmate cash accounting. Interface has not been included. JMS Public Viewer 1. Deploy and configure standard JMS Web Viewer application. 2. Configurationof data set exposed within the JMS Web Viewer. Booking and Booking Complete Screen 1. Configure jail validation rules within the current configuration options. Mugshot and Imaging 1. None Inmate Property Screen 1. None Charge Screen 1. Provide field level review and enable/disable fields per agency preference within the currently supported configuration options. Bail/Bond Screen 1. Deploy bail statement report to reflect EC’s bail grouping and value calculation protocol. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 29 Sentencing and Sentence Calculation 1. Configure and deploy initial sentence calculation tool within the sentence screen. Calculator will include sentence parameters associated with the charge and apply the good time and other standard calculated values in accordance with State of Colorado Standards. Additional details will be documented in a specification Sentence Calculation specification to be developed and approved by the EIS and EC. Inmate Release 1. Configure inmate release dashboard/listing to include the EC required release data clearance elements within the current feature set of the application within the current configuration options. 2. Definition of the required/desired release validation rule indicators provided on the inmate release screen within the current configuration options. Inmate Programs 1. None Inmate Contact 1. None Inmate Visitation 1. Track visitor time arrived and credential check per mutually agreed specification. 2. Configure visitation location tracking per mutually agreed specification. Inmate Housing 1. None Jail and Inmate Logs 1. None Professional Visitation 1. None Inmate Transportation 1. None Inmate Incident Reporting 1. None Inmate Billing 1. Configure specific data fields within the charge screen to capture and track EC billing information on a per charge basis within the current configuration options. 2. Develop a billing report based on the daily rate and billing practices defined by the EC. Inmate Classification 1. Configure inmate classification questionnaires and risk assessment responses within the current configuration options. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 30 Responsibilities: EIS will: a. Provide the above configuration/development changes. EC will: a. Review and accept above listed configuration/development changes. b. Ensure that necessary certifications, approvals and other related issues will be completed by the EC at least ninety (90) calendar days prior to scheduled interface work. c. Ensure that the necessary technical support is made available for installation, testing and demonstration of the interfaces. d. Identify in writing each discrepancy between subsystem functionality and the provided EIS configuration/programming documentation. Dependencies: 1. EC acceptance of EIS provided configuration/development changes. Completion Criteria: This task is considered complete when the JMS configuration and development enhancements have been deployed to the EC production instance of the JMS and accepted by the EC project manager. Task Dev 2: Jail Report Development Objective: Develop and deliver departmental report/output and system printouts as determined in accordance with the contract and as agreed to during the system configuration review. Deliver up to ten (10) agency specific customized reports/printout generated from the JMS. Task Description: EIS will work review the existing reports and printouts generated by the EIS JMS product and assist the agency in finding solutions for discrepancies in required reports and printouts not existing in the system. EIS will provide 10 reports/printouts to be defined by EC for inclusion on the product under the terms of the agreement. Additional reports/printouts will be added via change order. Responsibilities EIS will: a) Schedule and participate in meetings and/or teleconferences to define the requirements of the departmental report/output and system printouts. b) Advise EC staff on report/printout options to meet requirements EC will: a) Evaluate the JMS product existing report/printout options and notify EIS of discrepancies for new/changes to the allotted 10 provided. Completion Criteria: This task will be completed when the listed departmental (10) report/output and system printouts have been created, deployed, verified and accepted by EC. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 31 DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 32 Interface Tasks All system interfaces will be developed and deployed in accordance with the EIS interface specifications accepted by the EC. Once accepted, the development interface specification will be the final document and be incorporated into the contract forthwith. All interfaces are subject to dependencies and are partially reliant on factors beyond the control of EIS. As such, the deliverable items related to all interfaces are directly dependent on the availability of external resources (connections to foreign systems, data, and other external components). EIS interface will be installed, however, EIS has no control over other vendors and their timeline/ability to bring their side of the interface operational. Delays related to the required dependencies are not the responsibility of EIS. All interfaces with other products will be completed as quickly as possible, however without the cooperation of the third‐party software vendors, implementation could be delayed. This would not be the responsibility of EIS and outside the scope of the SOW. In the event current vendors change between execution of the contract and implementation a change order will be required for the new interface due to existing interfaces have been quoted based on EIS having existing experiences and our interfaces. While EIS will attempt to us existing interfaces for new requirements if possible, EIS reserves the right to require additional cost for interface changes post contract. EIS will develop the following agreed upon interfaces as part of this project. The responsibilities for each interface incorporate the following supporting activities from each party: EIS: a) Develop interface development specification detailing interface for EC Acceptance. b) Develop software service/application that functions in accordance with the Interface Development Specification. c) Certify to the EC that the interface is ready for integration testing. d) Assist the EC in testing the vendor interface if possible. e) Review any discrepancies that are identified by the EC. f) Provide software or documentation corrections as needed to correct the discrepancies prior to EIS Final Certification. g) Certify EIS delivered interface for production operation. EC: a) Provide, on request, currently existing information, record layouts and documents necessary to establish interfaces with all local and remote systems and facilities at least ninety (90) days prior to interface installation. b) Review and accept the EIS provided interface programming specification in accordance with contract specifications. c) Assume responsibility for any modifications or additions to any existing or non‐EIS supplied systems required to enable them to support the interfaces, as defined in the Functional System Description, Change List, and interface control documents. d) Provide and install all communications lines and equipment according to the contract documents. e) Provide all required liaison support with the vendors/agencies and EIS project management required to support the interfaces. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 33 f) Ensure that necessary certifications, approvals and other related issues will be completed by the EC at least ninety (90) calendar days prior to scheduled interface work. g) Ensure that the necessary technical support is made available for installation, testing and demonstration of the interfaces. h) Conduct test procedures and verify all inter‐system communications between installed EIS systems and non‐EIS systems to ensure conformance with the approved standard document and interface control documents. i) Identify in writing each discrepancy between subsystem functionality and the provided EIS interface documentation and interface control documents. j) Work with EIS to identify the type of correction needed to ensure that each subsystem conforms to the EIS standard documents and interface control documents. Task Inter 1: JMS to Livescan Interface Export Objective: Implementation of the EIS live scan export interface. Provide a data transfer export of inmate demographic, arrest and charge data from the JMS to the EC’s existing livescan system (Morpho). Interface will be provided for the adult correctional facility. Task Description: The EC is seeking to minimize duplication of data entry into the JMS across multiple systems. The interface is a one‐way provision of inmate and arrest data to the livescan. Currently there is a single livescan system housed in the main booking area of the EC Jail. EIS has an existing EIS JMS interface that has been quoted for this project. That interface will be implemented for this project. In the event that changes are required to that interface a change order and possible fee will be included to cover the change to the proposed interface. Please note that it is the EC’s responsibility to coordinate/contract with the current Livescan vendor to ensure that the interface service is available and ready for use. All costs (if any) associated with the provision of the interface from the Livescan vendor will be the sole responsibility of the EC. An EIS development specification detailing the interface will be provided to the EC for acceptance prior to the development/deployment of the EIS interface component. EIS: a) Deploy the EIS JMS export interface. EC: a) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW. b) Ensure interface dependencies have been addressed. Dependencies: 1. EC acceptance of EIS provided interface deployment/programming specification. 2. Provision of the Livescan vendor side of the interface. 3. Network Access to the required transaction point on the EC Network. 4. Assist the EC in testing the Livescan interface. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 34 Completion Criteria: This task is complete when the system interface is functioning as described above and accepted by EC in accordance with the system acceptance test. Note: EIS will not sub‐contract development work on behalf of the Livescan vendor. Task Inter 2: JMS to APPRISS (VINE) Interface Objective: Appriss provides a one‐way extraction of jail data directly from the active EIS JMS database via a direct connection to production database or via managed database view. No interface activity required by EIS. Task Description: None. Additional Responsibilities: EIS will: a) None EC will: a) Coordinate installation with Appriss representative. b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW. c) Ensure interface dependencies have been addressed. Dependencies: 1. Network Access to the EIS JMS database (ODBC) for the Appriss provided extraction service via the EC Network. Completion Criteria: No work is performed by EIS as part of this interface. All processes and interface software is provided directly from Appriss. Interface will be formally acknowledged as complete by EC in accordance with the system acceptance test. Task Inter 3: JMS to Guardian RFID Interface Objective: The JMS to Guardian RFID interface is published as a bi‐directional exchange of data between the EIS JMS system and the Guardian RFID product. The interface is dependent on the interface service being provided by Guardian. The existing EIS Guardian Interface supports multiple transactions and will be expanded to support the needs of Eagle County. Task Description: EIS will deploy our standard Guardian RFID interface, supporting the following functions: Existing Transactions include: 1. Exports inmate custody data from JMS to Guardian utilizing the specified CSV file. 2. Export of Inmate primary mugshot facial image to Guardian 3. Import of inmate movement activity into JMS (supporting Out of Cell and In Cell transactions). EIS will enhance the interface (Interface Development) to support 3 new data transactions, including: DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 35 Transactions to be added include: 1. Export of inmate alert information from JMS to the Guardian “Special Status” format. 2. Export of inmate Keepaways information from JMS to the Guardian “Keep Separate” format. 3. Expand the import of the OTCL transaction to include the location the inmate moved to (locationName and/or locationCode), and the activity text (activity) entered by the officer. An EIS development specification detailing the interface will be provided to the EC for acceptance prior to the development/deployment of the EIS interface component. Please note that it is the EC’s responsibility to coordinate/contract with Guardian to ensure that the interface service is available and ready for use. All costs (if any) associated with the provision of the interface from Guardian will be the sole responsibility of the EC. EIS will: a) Deploy existing Guardian RFID export interface. b) Design and develop the new interface transactions as specified above. EC will: a) Coordinate installation with GuardianRFID representative. b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW. c) Ensure interface dependencies have been addressed. Dependencies: 1. EC acceptance of EIS provided interface programming specification. 2. Current Interface specification reflecting expected data format and transaction control protocol from GuardianRFID 3. Network Access to the required transaction/interchange point via the Eagle County Network. Completion Criteria: This task is considered complete when the system interface can provide the listed 6 (Export & Import) transactions referenced in this SOW interface section in accordance with the EC approved development specification. EIS will not sub‐contract development work on behalf of GuardianRFID. Task Inter 4: CCIC Interface MKE’s Objective: Provide CCIC/NCIC software adapter within the M2 data switch and supporting a defined set of message keys (MKE’s) used for inquiry transactions with to CCIC through the State of Colorado’s data switch. Provided message keys will be associated with entity records contained within the JMS system, and include a defined sub‐set of CCIC transactions. Keys will be embedded within the Jail entity forms (Persons and vehicles) and provide return routing to the initiating user. The system includes the standard 6 inquiry messages. Task Description: The interface will extract relevant data, where available, from the enabled JMS data screens to populate the provided Message forms as part of the CCIC request, eliminating redundant data entry. Within the JMS, any authorized user can select the related transaction type from the enabled form. The application will open the DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 36 selected CCIC mask and populate the mask with the relevant data previously entered into the JMS record. The user selected the appropriate message key and enters any additional data required (or optional) related to the specified key. When complete the user selects the submit button, and the message is passed to the M2 gateway for processing. The message is formatted, submitted to the State and the return is received by the switch and routed back to the user for viewing. Inquiry transactions can support the following types of messages, specific supported message keys are document in attachment: 1. Query Inquiry Functions: Includes the standard set of inquiry transactions (Message Keys) embedded within the JMS. Standard keys include: General Person Query, General Vehicle Query, General Property Query, and Warrant Query. Requires base M2 Switch and CCIC adapter. Additional (optional) message keys can be added as needed on a T & M basis. Requires connection to the State provided by EC. The CCIC query keys will be defined for JMS screens separately CCIC Inquiry Adapter (Standard Transaction Message Keys) Query Person (QW) Query CCH By Name (QWHD) Query by LNU (QLW) Locate Warrant (LW) Hit Confirmation (YQ) RAP Sheet by SID/FBI (RR) Additional Task Responsibilities: EIS will: a) Review and define supported message keys with EC. b) Configure M2 with CCIC/NCIC/NLETS forms to support the message formats required by CCIC, and to extract designated inmate/arrest data from the JMS to prepopulate CCIC masks. c) Configure the M2 switch with appropriate routing information. d) EIS will ensure EIS employees, and subcontractors comply with the agency security and access requirements as identified in the master contract. EC will: a) Request additional keys if required for change order. b) Request the required mnemonics from the state. c) Agency will adhere to appropriate CJIS security at location that will utilize the CCIC features. d) Agency to provide dedicated CCIC connection will be provided for JMS traffic. e) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW. f) Ensure interface dependencies have been addressed. Dependencies: 1. EC acceptance of EIS provided interface programming specification. 2. EC has provided appropriate mnemonics from the state. 3. EC adheres to appropriate CJIS security at location that will utilize the CCIC features. 4. Dedicated CCIC connection is provided for JMS traffic. 5. Installation of the M2 data switch. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 37 6. Installation and configuration of the M2 CCIC adapter. Completion Criteria: This task is complete when the system interface is capable of; a) Processing the query request through the M2 data switch and successfully transmitting to CCIC. b) Receiving the data returns from CCIC and routing to the requesting user’s message queue and activating the message queue indicator within the JMS. c) Displaying the textural return to the user on request within the JMS environment. Interface will be formally acknowledged as complete by EC in accordance with the system acceptance test. Task Inter 5: JMS SSA information Export Objective: Provide JMS standard export function designed to generate a properly formatted SSA data package containing inmates incarcerated within the jail during the user specified data range. Task Description: EIS will deploy the standard SSA export function accessible within the JMS management utilities. EIS will: a) Standard SSA report export to local file. EC will: a) None Dependencies: 1. EC acceptance of EIS provided interface/export specification. Completion Criteria: This task is considered complete when the system export process is capable of extracting the JMS current inmate custody information based on the user provided date range criteria from the JMS, prepare a properly formatted data file in accordance with the file specification and successfully write the data file to a local hard drive. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 38 Software Customization Tasks All software customizations will be developed and deployed in accordance with the EIS interface specifications accepted by the EC. Interface specifications will be prepared by the EIS development team and submitted to the EC project manager for acceptance. Once accepted, the development interface specification will be the final document and be incorporated into the contract forthwith. In the event a change to the specification is desired following acceptance of the initial development specification, an executed change order will be required. Depending on the nature of the modification requested EIS reserves the right to require additional cost for software customization changes post specification acceptance. EIS will develop the following agreed upon software customizations as part of this project: Task SECZ 1: Guardian RFID Interface Objective: Please review the interface deliverable task included in the Interface section for interface development scope change. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 39 Data Conversion Tasks None. Agency has determined that no existing data is currently identified for Conversion/Migration into the new JMS. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 40 User Training and Live Operations Note: EIS personnel will operate on‐site at the EC to conduct user training and take the proposed system live. User Training Task TRN 1: JMS Administrator Training Objective: Provide on‐site training services in accordance with purchased training services for system administration personnel. Conduct JMS technical and administrative training and supply related system administrative materials as described in the Training Plan. Provide JMS and supporting systems ‐ System Administrator Training. Note: The administrator training will be performed during the JMS configuration workshop. Task Description: EIS will provide training services and assist EC administrative staff in the configuration and maintenance of the JMS, application configurations and entry of EC‐specific information such as code tables, users, system permissioning, etc. along with functional use on the operation and support of the installed JMS system and supporting subsystems Jail Administration: This course covers use of several supervisory programs; including MNI maintenance, Inmate PIN management, Housing Location Maintenance, Security Maintenance, and Table Maintenance along with specialized reporting function including SSA, SCAAP. Topics covered include: Maintaining the master inmate identifier, maintaining code tables, maintaining security and program, Configuring and authorizing personnel to use the State Switch permissions. 1 – 8 Hour training class Responsibilities: EIS will: a) Provide standard training sessions for EC administrative personnel on the configuration of JMS databases and entry of EC‐specific data. EC will: a) Determine a primary and minimum of one (1) backup system administrator to receive administrative training. b) Develop and enter all EC‐specific input data that is to be entered manually. c) Be responsible for the accuracy and completeness of the data provided and entered. d) Ensure the participation of the appropriate personnel in the training session, and general user training. Completion Criteria: This task will be completed once on‐site training classes for both EC staff and EC‐selected end‐users have been conducted, as specified on the training plan detailing the training classes and the training class durations, and DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 41 when EIS training staff has trained the EC administrator on procedures for configuring the JMS databases and entering EC‐specific data. Task TRN 2: JMS Technical and User Training Objective: Provide on‐site training services in accordance with purchased training services as specified in the implementation schedule to an estimated 30 JMS system users over 2 classes. Task Description: EIS will conduct standard and specialized training courses as detailed in the implementation plan to provide training services and materials to designated EC personnel on the use of the JMS system, subsystems or other designated components, as described. Training services have been structured to accommodate between 16 and 20 users per class at a EC provided training facility. Jail User: This is a “hands‐on” training course for personnel that will be required to access information and entering data into the PS.NET JMS system. The course covers all the key modules included in the Jail Management Program, but most time is spent on the core booking, housing and release elements of the module. This class provides a working overview, and agency specific guidelines for the appropriate use of the JMS. Topics covered include: Logging on and starting the program, Program navigation, Use of Code Tables and help facilities, Inmate searching and record reconciliation, booking activities including inmate identification, arrest information, charge management, housing, movement and classifications. Specific emphasis on data access and forms. Description of data fields and forms, Saving data and Best Operating Practices. 2 – 8 hour classes. Responsibilities: EIS will: a) Provide standard training sessions for EC technical and end user personnel on the operations of the JMS system as specified in the implementation plan. b) Training is structured to the requirements of the EC. EIS is flexible on course hours, times, days, etc. Courses may be given multiple times to accommodate shift and other scheduling requirements. Scheduling will be developed by EC and EIS. c) Provides training manuals and any other materials required for the training in electronic format. d) Provide knowledgeable training staff to conduct classes EC will: a) Designation of a training coordinator that will work with the EIS project manager to schedule training at the EC. The training coordinator will be responsible to ensure that EC personnel are available, and relieved of routine duties, during scheduled training sessions. b) Make arrangements and assignments for all required personnel to attend EIS training with their appropriate functional group. Ensure the participation of the appropriate personnel in the training session, and general user training. c) Provide data entry policies and procedures for each functional group. d) Follow up with any training attendees who may need extra help and assistance in order to grasp needed concepts. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 42 e) Ensure system administrative personnel attend and is available during each scheduled training session to answer policy questions. f) Provide a dedicated training area that can comfortably accommodate the scheduled classes. This classroom must accommodate individual workstations for each student. Training is generally done on the customer’s site using the actual operational system. Training area must also accommodate an overhead projector, projector screen/whiteboard, and include workspace in the back of the room for EIS Personnel. Completion Criteria: This task will be completed once on‐site training classes for both EC staff and EC‐selected end‐users have been conducted as specified on the implementation plan. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 43 Cutover to Live Operations Task GL 1: Jail Production Cutover Objective: Complete final cut over to live operation of the JMS system. Task Description: Upon completion of the user training, EIS will take the JMS system live. EIS personnel will remain on site to assist users with the new system and respond to any issues discovered with the live system. Final cutover generally takes 2‐6 hours to synchronize the system to extend existing system settings. A cutover plan will be included in the Project Plan. Support services period for the system will commence on the go‐live date. Responsibilities: EIS will: a. Assist the EC staff in placing JMS into a production status. b. Initiate system interfaces as required. c. Provide ON‐SITE start‐up support resources and go‐live assistance by EIS technical staff for up to four (4) calendar days post cutover to monitor the subsystem and to respond to issues identified. d. Monitor the initial operation of JMS and answer any operational questions raised by the EC. e. Provide start‐up support and any required go‐live assistance. EC will: a. Place the software into production and begin operational use in consultation with EIS and in accordance with the Project Schedule. b. Ensure appropriate EC staff is available as required to support transition. c. Coordinate with third party vendors as required for interface transition. Completion Criteria: This task will be completed once the final data conversion is completed and verified and the JMS system taken live. Dependencies: 1. Receipt of formal acceptance from EC with authorization to proceed to system “Go‐Live”. 2. Completion of end‐user training Completion Criteria: This task is considered complete when JMS is placed into production operation. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 44 Project Completion and Sign Off Task COM 1: JMS Final Acceptance Objective: Complete post go‐live final system acceptance with the following tasks associated with the final acceptance milestones. Task Description: Perform a series of acceptance tasks based on the following time periods. 1. Within 3 days of system “Go‐Live” EIS will certify completion of the JMS system installation in writing to the County. 2. Upon receipt of the installation certification (task (a)), EIS and EC project managers will ensure that all work per this Statement of Work, and any project change orders, has been completed and will acknowledge go‐live acceptance of the system in accordance with the Acceptance Plan. Completion Criteria: This task is considered complete when the system acceptance criterion, as described in the Acceptance Plan, has been met and final system acceptance has been acknowledged in writing by the County. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 Eagle County ‐‐ SOW Page 45 IN WITNESS WHEREOF, the parties hereto, having read this SOW in its entirety, do agree thereto in each and every particular. Approved Approved EIS Eagle County By: __________________________________ By: __________________________________ Signature Signature __________________________________ Print or Type Name Print or Type Name EIS Project Manager ______________________________________ Title Date Title Date DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EIS SSLA Executive Information Services, Inc. ‐ Confidential Page 25 Schedule F Customer 3rd Party Remote Access Policy DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 1 Purpose The purpose of this policy is to define standards, expectations, and restrictions for 3rd parties connecting from external hosts to Eagle County’s internal network (ECG Network) via remote access technology. Eagle County’s resources (i.e. corporate data, computer systems, networks, databases, etc.) must be protected from unauthorized use and / or malicious attack that could result in loss of information, damage to critical applications, loss of productivity, and damage to our public image. Therefore, all 3rd party remote access to ECG Network resources must adhere to this policy. Scope This policy applies to account administration and remote access of all 3rd parties, including vendors, contractors, and other agents who require remote access to Eagle County’s data and networks in order to provide their services. Supported Technology Back end remote access technology is centrally managed by Eagle County’s IT Department. In order to access underlying ECG network resources remotely, 3rd parties must be capable of implementing Eagle County’s currently supported remote technology standards. Individual departments are responsible for managing how access to individual front end PC’s using web based tools is handled. Third Party Authorization All 3rd party organizations and their representatives requiring remote access to Eagle County computing resources require authorization by the relevant Eagle County Line of Business (LOB) application owner. Policy and Appropriate Use It is the responsibility of all 3rd parties with remote access to Eagle County computing resources to ensure that due care is exercised with the management of their devices used to connect to Eagle County’s network. It is imperative that any remote access connection used to support Eagle County business systems be utilized appropriately, responsibly, and ethically. Therefore, the following rules surrounding the utilization of 3rd Part Remote Access tools must be observed: I. Third Party Responsibilities a. All remote computer equipment and devices used by 3rd parties for accessing Eagle County systems will institute reasonable security measures. At a minimum, 3rd party source devices used to access Eagle County systems should be properly secured with: i. Unique strong passwords. ii. Have current antivirus software. iii. Ensure operating systems are patched and up to date. DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 2 b. In no instance should any Eagle County 3rd party provide their individual login credentials to anyone, including their co-workers or Eagle County staff. c. Third parties are responsible for immediately advising Eagle County’s IT Department to revoke remote access privileges upon the termination of any third party staff member with Eagle County login credentials. d. Third parties are prohibited from introducing changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data without the explicit approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. e. At no time should any Eagle County 3rd party download, share, or distribute Eagle County data without the explicit authorization of the relevant Eagle County LOB application system owner. f. Any software support tools installed by a 3rd Party on the ECG Network should be documented and communicated to the Eagle County IT Department. This includes remote access software, backdoors, and any tools used for administering Eagle County system resources. All 3 rd party software installed on Eagle County systems should be legally obtained and have proper licensing g. Standard proactive business application software maintenance upgrade requirements should be coordinated and scheduled well in advance with the Eagle County IT Department. All configuration changes made to Eagle County environment should be documented and tracked. II. Line of Business Owner Responsibilities For their respective Line of Business software applications. LOB owners are responsible for the following: a. Approval of all 3rd party remote support accounts allowing access to the ECG Network. b. Approval of all 3rd party support instances to allow remote access to the ECG Network. c. Approval of all 3rd party recommended LOB software application configuration or data changes, including authorization concerning specific times / dates that changes can be applied (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. d. Approval authorizing software maintenance upgrades to be applied, including authorization concerning specific times / dates that changes can be implemented (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. e. LOB owners are exclusively responsible for account provisioning and scope of access privileges granted within their specific software applications. This includes both internal users as well as 3 rd party access. LOB owners are responsible for any software application data changes a 3rd party may introduce during a remote connection of any form. III. Eagle County IT Department Administrative Responsibilities DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 3 a. Third party remote access authorization will be enforced through the establishment of: i. Separate individual login accounts and passwords for each individual 3rd party representative accessing Eagle County systems. Referenced passwords will periodically be required to be changed consistent with policy regarding internal Eagle County network accounts. ii. A multi-factor authentication mechanism will be established that all 3rd parties will be required to use in order to authenticate. iii. Temporary enablement of 3rd party remote access login account and compulsory account disablement upon conclusion of relevant support instance. iv. The use of generic accounts for accessing, troubleshooting, or implementing changes to Eagle County business systems is strictly prohibited. This includes local account access to operating systems and databases. b. Each support instance requiring 3rd party remote access will require approval of the relevant Eagle County LOB application owner. c. Appropriate controls shall be instituted to ensure that 3rd party access is limited within the ECG network to only those resources that the 3rd party is responsible for supporting. d. Third party remote access is primarily for troubleshooting purposes, with default access permissions being limited to read only privileges. Standard third party accounts should be configured in such a manner prohibiting changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data. e. Separate 3rd party login credentials shall be established for situations requiring elevated permissions. All changes require the explicit prior approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. f. Any 3rd party changes that are introduced to Eagle County’s business applications, underlying operating platform, or network must be documented following guidelines agreed upon by the Eagle County IT Department and the 3rd party. g. Database backups are required prior to executing any direct insert, update, or delete SQL statements against a production database. h. Third party remote user access and/or connection to Eagle County’s networks will be logged and monitored to record dates, times, and duration of access. i. All remote access connections must include a system time-out feature. Remote access sessions will time out and terminate after a pre-defined period of inactivity. Enforcement Failure to comply with the Remote Access Policy and Agreement may result in the suspension of remote access privileges and possible termination of 3rd party support agreement. Exceptions DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 4 Exception to this policy will be considered on a case by case basis. All exceptions to this policy must be approved by the IT Director and maintained on file electronically for future reference. Each Exception Request should include:  Description regarding nature of the non-compliance.  Anticipated length of non-compliance (1-year maximum).  Proposed plan for managing the risk associated with non-compliance (alternative mitigating control).  Proposed future review date to evaluate progress toward compliance.  Signature of the IT Director. Revision History Version Date of Change Responsible Party Summary of Change 1.0 09/03/2015 Scott Lingle Initial Policy DocuSign Envelope ID: 5645C587-B8AC-4B76-9066-6680159140F6