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County of Santa Cruz ii !

DISTRICT ATTORNEY'S OFFICE

701 OCEAN STREET, ROOM 200, P.O. BOX 1159, SANTA CRUZ, CA 95060 (831) 454-2400 Fax: (831) 454-2227 E-Mail: dao@co.santa-cruz.ca.us

Website: www.co.santa-cruz.ca.us/da/dahome.htm BOB LEE DISTRICT ATTORNEY

December 6,2007 Board Agenda: January 8,2007

Members of the Board of Supervisors Governmental Center 701 Ocean Street, Room 500 Santa Cruz, California 95060

RE: Request to Upgrade District Attorney's Case Management System(DAMI0N)

Dear Members of the Board:

The District Attorney's O E c e (DAO) is requesting your Board's approval to pay upgrade and installation fees in the amount of $35,620 to Constellation Justice Systems (CJS), for the purpose of upgrading our case management system (DAMION) to Version 4.3, and to implement the DAMION Discovery Module. The Discovery Module is critical for our ability to process and maintain discoverable evidence due to the increasing use of electronic formats. The version upgrade is necessary for the implementation of the Discovery Module.

Our current case management system was implemented in June 2003 with the initial purposes of replacing an aging mainframe system and :

1. Providing a more efficient and comprehensive system for tracking, monitoring, and reporting on the entire workload of the office;

2. Improving the ability of the District Attorney to produce management reports;

3. Improving the ability of the District Attorney to interface with the Department's Investigations and Victim Services Units;

4. Improving the ability of the District Attorney to generate documents through the use of a word- processing platform;

5 . Setting the stage for the District Attorney's ability to share electronic data with other Law Enforcement Agencies; and

Providing an audit trail documenting data entry and access. 6.

Now that the above initial purposes have been achieved, we believe it is necessary to take the next step in improving our office's ability to manage case records and data.

WATSONVILLE OFFICE P.O. BOX 228 FREEDOM, CA 95019 1430 FREEDOM BLVD. WATSONVILLE, CA 95076 TEL: (831) 763-8166 FAX: (831) 763-8029

0 JUVENILE HALL OFFICE P.O. BOX 1812 SANTA CRUZ, CA 95061 3850 GRAHAM HILL RD. FELTON, CA 95018 TEL: (831) 454-3800 FAX: (831) 481-7488

Board of Supervisors Agenda: January 8,2007 Upgrade to District Attorney's Case Management System(DAMI0N) Page 2

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California State law requires that the DAO provide discovery to defense attorneys in all criminal cases. Currently, our office processes discovery manually, and we have a limited capability to maintain and link that discovery to the applicable electronic case record. There is also no automated way of tracking if discovery materials have been distributed, and to whom they were distributed. Due to our lack of a centralized discovery database, discovery is not always processed in a timely and cost efficient manner. The DAO receives the majority of discovery materials in a electronic format and it would be highly beneficial to the DAO and to our criminal justice partners to have a database that is specifically designed to catalog and track discovery distribution, as well as provide a more efficient means to maintain the electronic discovery with the electronic case file. In addition, the DAO will be greatly expanding its operation in the new Watsonville Courthouse which will include the addition of a felony courtroom. Having a centralized discovery database, will increase efficiency between our offices.

Funding is available in Index 272 100, Sub-object 3 53 5 in the amount of $3 3,166, which remains unspent from our original agreement to initially implement the DAMION System, dated November 12, 2002. The remaining balance of $2,454 will be absorbed by savings generated in our Services and Supplies Budget. There will also be annual on-going maintenance costs of $8,000 (adjusted annually per the terms and conditions of the November 12,2002 agreement) per year for this module which will be due starting one year from the actual date of software implementation.

The DAO has coordinated with the Information Services Department and we are both in agreement with this purchase.

IT IS THEREFORE RECOMMENDED THAT YOUR BOARD:

1. Approve the upgrade to DAMION Version 4.3 and the purchase of the DAMION Discovery Module from CJS in the amount of $35,620;

2. Authorize the re-allocation of previously unspent k n d s in the amount of $33,166 towards said upgrade and purchase; and

3. Authorize the District Attorney to sign the attached Amendment to the November 12, 2002 Agreement Between the County of Santa Cruz and CJS that completes the purchase of the original case management system, and executes said upgrade and purchase.

Sincerely,

E&E?-&& DISTRICT ATTORNEY

RECOMMENDED: RECOMMENDED:

SUSAN A. MAURIELLO zs+ COUNTY ADMINISTRATIVE OFFICER DIRECTOR OF INFORMATION SERVICES

1

0 0 6 9

REQUEST FOR APPROVAL OF AGREEMENT

FROM: District Attornev' s Off i ce

1.

2.

3.

4.

5.

6.

Sddagrecmentlsbebmarm Santa Cruz District Attorney (DPnnhnm)lM=Y)

COnStellatiOn Justice Systems. 341 Sullvls Trail c w - 2 (NMlc/lsd6eo) Pittsford NY' 14534 Installation of D ~ I O N Version 4.3 and DAMION wlll provklc iscovery Module

to 6/30/08 Pakdoftheirgreementkfrun 12/1/07

Ranmks:

Detail: 0 On Conthuing Agmmnts lkt for FY - . Page CC- Contract No: OR fj ~*~sne~greenmt SamnII No Baard kkbcr required, will be ktsd under Itan 8

Revenue&pwnent scctlonm .--mum 4 a SactionN

Apprqxiations/Rt?venues art available and are budgeted in (Irldsc) 3535 (Sub 0b)eLt)

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATTACHED COMPLETED AUD-74 OR AI 10-60

-1 and =anting detail revlewd and approved. It is recommended that the Board of Supervisors approve the agreement and authorire

&% WE (Dept/Agency Head) to execute on behalf of the

*p,S/l"r);t$ @.cronsEy; o w - / (Deya~~enw?ency)

By: - - -Yyfp dative OffKe Date: IZ!! g/o 7 Dlstributbn:

Board of Supervisors - W h i Auditor controlla - canay Auditm-Colltrdler - Pink I -a t - Cold

State of Califunia County of Santa CNz

State of California, do hereby certify that the bep ing request for appmval of agrement was ap- pmved by sa# Board of Supervisors as recommended by the County Administrative Omct order duly entered in the minutes of said Board on

ex-officio Ckrk ot the Board of S u p i s o n of the County of Santa ciur,.

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TCllO s I -m- Amwnt Index Sub object usacode

AMENDMENT TO NOVEMBER 12,2002 AGREEMENT BETWEEN THE COUNTY OF SANTA CRUZ AND CONSTELLATION JUSTICE SYSTEMS 0070

This Amendment (hereafter AMENDMENT) is made by and between the County of Santa Cruz, (hereafter COUNTY) and Constellation Justice Systems (hereafter CONTRACTOR) and amends the November 12,2002 Agreement between the parties (a true and correct copy of which is attached hereto as Attachment A).

1. Definitions The following definitions shall apply to this AMENDMENT:

a. Agreement The term “Agreement” shall mean the original Agreement dated November 12, 2002, between CONTRACTOR and COUNTY. All terms and conditions as stated in the original Agreement will remain in effect unless specifically changed or excluded by this AMENDMENT.

b. OtherTerms Terms used and not defined in this AMENDMENT shall have the meanings assigned to such terms in the original Agreement.

2. Modifications to the Agreement The Agreement is hereby modified as follows:

a. COUNTY and CONTRACTOR mutually agree that the interface with the Santa Cruz Metro Records System (SCMRS), as outlined in Exhibit A to the Agreement, item number 18 on page 2 of 16, was not and shall not be developed under the Agreement. Funds allocated for this item in the amount of $25,000 remain unspent, and shall be re-allocated for use as payment for duties performed in item number 2.c. below.

b. COUNTY and CONTRACTOR mutually agree that funds originally allocated for Travel and Living Expenses in the total amount of $20,000, as outlined in Exhibit A to the Agreement, item number 23 on page 2 of 16, were not and shall not be fully expended under the Agreement. Funds allocated for this item in the amount of $8,165.57 remain unspent, and shall be re-allocated for use as payment for duties performed in item number 2.c. below.

c. NEW DUTIES. CONTRACTOR agrees to exercise special skill to accomplish the following results: Install DAMION Case Management System 4.3 Update, and install and implement DAMION Discovery Module at 701 Ocean Street, Room 200, Santa Cruz, CA 95060, for the County of Santa Cruz District Attorney’s Office per Attachment B to this Amendment.

( 1 ) COMPENSATION. In consideration for CONTRACTOR accomplishing said result, COUNTY agrees to pay CONTRACTOR as follows: Payment not to exceed $35,260 processed for payment in full after receipt of invoice, in accordance with the Milestone Payment Schedule (Attachment B to this Amendment, p. 2) and after approval of the District Attorney’s Office Management

(2) TERM. The term of the implementation of the DAMION 4.3 Update and Discovery Module shall be: December 1,2007 through June 30,2008.

Page 1 of 2

AMENDMENT TO NOVEMBER 12,2002 AGREEMENT BETWEEN THE COUNTY OF 0 0 7 1 SANTA CRUZ AND CONSTELLATION JUSTICE SYSTEMS

d. Insurance Provisions (set forth at Exhibit C to the Agreement) are amended to add the requirement for Professional Liability Insurance in the minimum amount of $5,000,000

if and only if CONTRACTOR and COUNTY initial this Subparagraph.

IN WITNESS WHEREOF, the parties have executed this AMENDMENT to be effective on the date executed by the County of Santa Cruz.

COUNTY OF SANTA CRUZ

By: By:

OFFICE OF THE DISTRICT ATTORNEY

Steve Robichaud, President

Date 16-1508247 Federal Tax Identification Number

Approved as to form:

By: - - ASgISTANT COUNTY COmSEL

Approved as to Insurance:

By:

Page 2 of 2

Agreement - AttachmentA

0 0 7 2 Tm37- COUNTY OF SANTA CRUZ

REQUEG FOR APPROVAL OF A G R F F W 1 -yl_l------__-

AGRE'ZMEKT TYPE ( W k One) Expenditure Agreement Revenue Agreement 0 The Bcwd of Supervisors Is h m b y requested b approve the attackd agreement and authorize the execution of same.

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2.

3.

4.

5.

6.

S ~ M agreement k between the D i s t r i c t Attorney ----------.--(oepamAgency)

nteagreemmtwll[provlde pu rchase of 1 i c e n s e s - d i n 4 l a t i o n o f Damion System - 14450 ard C o n s t e l l a t i o n Justice Systems, 6800 Pittsford-Palmyra R o a d d a i r p o r t , NY (Name/-)

12/31/03

- ----_I_-

Period of the agmment is fmm

kttklpabed Cost Is $&0,700 ___ D Fixed blonthly Rate a Annual Rate [XI Not to Ex&

Appmpr'iatioris,Wvenues are available and are budgeted i t I 2731 00 (Index: See attache$--- (Suti objmt) d e t a i l

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATTACHED C0MPLFT.D AUD-74 OR AIID-60 1

---____r-- - have been

available and encumbered. Date: 07 10%

Ga Appoprbtions

are not

--3..111-- - - Distribution:

Board of Supervisors - White Auditor Controller - Canary Auditor-Controller- Pink I Department - Gold

state of California County of Santa Guz

State cf California, do hereby certrfy that the foregoing request for qp-oval of ag:-mnem was ap- proved by said Board of Supervisors as recommended by the County Administrative Office order duty entered in the minutes of said Board oc

st-officio C k k ot the Board of Supervisors of the County of Santa Guz,

an - 23 - --.- ---

-- 1 - ~ ADM - 29 (8/01) T)tk I, Secbon 300 Proc Man By: Deputy Clerk

AUOITOR-CONTROLLER USE ONLY

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Countyof Santa Cruz District Attorney's Office DAiiON System Expenditure Appropriations

Agreement Amount Total per

T/C Index Subobject (ADM-29) Other Costs AUD-74 Software 021 272100 3495 $ 276,000 $ 34,392 $310,392 Hardware 021 272100 8403 23,683 23,683

P rofess ion a 1 S ervices 021 272100 3535 174,200 I 74,200 $ 460,200 $ 58,075 $518,275

10,000 Maintenance 021 272100 3347 10,000

2 Cost Breakdown.eps.xls 09/26/2002 4:06 PM

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AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR

THIS AGREEMENT (hereafter Agreement) is made by and between the COUNTY of Santa Cruz, a political subdivision of the State of California (hereafter COUNTY) and Constellation Justice Systems, having its principal place of business at 6800 Pittsford-Palmyra Road, Fairport, N.Y. 14450 (hereafter CONTRACTOR) wherein CONTRACTOR agrees to provide and COUNTY agrees to accept the services specified herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

1. DESIGNATED REPRESENTATIVE. The District Attorney at phone number' 831/454-2400 is the representative of COUNTY and will administer this Agreement for and on behalf of COUNTY. Andrew Smith at telephone number 585/425-8890 is the authorized representative for CONTRACTOR. Changes in designated representatives shall be made only after advance written notice to the other party.

2. NOTICES. Any notice or consent required or permitted to be given under this Agreement shall be given to the respective parties in writing, by first class mail, postage prepaid, or otherwise delivered as follows:

To COUNTY:

To CONTRACTOR:

Michael McFarland, District Attornets Office, 701 Ocean Street, Room 200, Santa Cruz, CA 95060 Andrew Smith 6800 Pittsford-Palmyra Road, Fairport, NY 14450

or at such other address or to such other person that the parties may from time to time designate, Notices and consents under this section; which are sent by mail, shall be deemed to be received five (5) days following their deposit in the U.S. mail.

3. SCOPE OF SERVICES. CONTRACTOR agrees to provide services to COUNTY in accordance with Exhibit A attached hereto and incorporated herein by reference.

4. TERM. CONTRACTOR shall commence performance following execution of this Agreement by COUNTY and end performance upon completion, but no later than December 31, 2003 unless otherwise directed by COUNTY or unless earlier terminated. In the event that CONTRACTOR elects to begin performance prior to COUNTY'S execution, CONTRACTOR hereby agrees that all provisions of this Agreement, expressly including Section 13 Indemnification and Insurance shall apply to CONTRACTOR as though CONTRACTOR had begun performance following execution.

5.- COMPENSATION OF CONTRACTOR. CONTRACTOR shall be paid for performance under this Agreement in accordance with the terms of Exhibit B attached hereto and incorporated herein by reference. Billing shall be made by invoice, which shall include the contract number assigned by COUNTY and which is delivered to the address given in section 2 NOTICES above following completion of the increments identified on Exhibit B. Unless otherwise specified on Exhibit B, payment shall be net thirty (30) days from presentation of invoice.

6. INDEPENDENT CONTRACTOR. CONTRACTOR shall perform all of its services under this Agreement as an independent CONTRACTOR and not as an employee of COUNTY. CONTRACTOR understands and acknowledges that it shall not be entitled to any of the benefits of a COUNTY employee, including but not limited to vacations, sick leave, administrative leave, health insurance, disability insurance, retirement, unemployment insurance, workers' compensation and protection of tenure.

7. STANDARD OF PERFORMANCE. CONTRACTOR represents that i t has the skills, expertise, and licenses/perrnits necessary to perform the services required under this Agreement. Accordingly, CONTRACTOR shall perform all such services in the manner and according to the standards observed by a competent practitioner of the same profession in which CONTRACTOR is engaged. All products of whatsoever nature which CONTRACTOR delivers to COUNTY pursuant to this Agreement shall be prepared in a first class and workmanlike manner and shall conform to the standards of quality normally observed by a person practicing in CONTRACTOR'S profession. Permits andlor licenses shall be obtained and maintained by CONTRACTOR without additional compensation.

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8. TAXES. COUNTY shall not be responsible for paying any taxes on CONTRACTOR’S behalf, and should COUNTY be required to do so by state, federal, or local taxing agencies, CONTRACTOR agrees to promptly reimburse COUNTY for the full value of such paid taxes plus interest and penalty, if any. These taxes shall include, but not be limited to, the following: FICA (Social Security), unemployment insurance contributions, income tax, disability insurance, and workers’ compensation insurance.

9. CONFLICT OF INTEREST. CONTRACTOR covenants that CONTRACTOR presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTORfurther covenants that in the performance of this Agreement, no person having any such interest shall be employed by CONTRACTOR. This covenant shall not prohibit CONTRACTOR from offering the same or similar software, services and products to other entities.

10. RESPONSIBILITIES OF COUNTY. COUNTY shall provide all information reasonably necessary by CONTRACTOR in performing the services provided herein. CONTRACTOR shall not be responsible for any delays caused by COUNTY’S failure to provide information or failure to perform its obligations.

11. OWNERSHIP OF DOCUMENTS. COUNTY shall be the owner of the following items incidental to this Agreement upon production, whether or not completed: all data collected, all documents of any type whatsoever, and any material necessary for the practical use of the data andlor documents from the time of collection andlor production whether or not performance under this Agreement is completed or terminated prior to completion, except for computer software, which shall be owned or licensed as provided in the Exhibits. CONTRACTOR shall not release any materials under this section except after prior written approval of COUNTY.

No materials produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country except as provided in the Exhibits, or except as determined at the sole discretionof COUNTY. COUNTY shall have the unrestricted authority to publish, disclose, distribute, and other use in whole or part, any reports, data, documents or other materials prepared under this Agreement, except for computer software, which shall be subject to the restrictions set forth in the Exhibits.

12. RECORDS, AUDIT, AND REVIEW. CONTRACTOR shall keep such business records pursuant to this Agreement as would be kept by a reasonably prudent practitioner of CONTRACTORS profession and shall maintain such records for at least five (5) years following the termination of this Agreement. All accounting records shall be kept in accordance with generally accepted accounting practices. COUNTY Auditor-Controller or Auditor General of the State of California shall have the right to audit and review all such documents and records at any time during CONTRACTOR’S regular business hours or upon reasonable notice.

13. INDEMNIFICATION AND INSURANCE.

A. CONTRACTOR shall agree to defend, indemnify and save harmless the COUNTY as set forth herein and to procure and maintain insurance in accordance with the provisions of Exhibit C attached hereto and incorporated herein by reference.

B. PROPRIETARY INFRINGEMENT, INDEMNITY: Notwithstanding any language contained herein to the contrary, CONTRACTOR warrants that the software which is the subject of this agreement does not infringe upon or violate any patent, copyright, trade secret, contract right, or any other proprietary right of any third party, within the United States. If there is a claim by any third party against COUNTY, COUNTY will promptly notify CONTRACTOR, and CONTRACTOR will defend and indemnify COUNTY against any loss, cost (including reasonable attorneys’ fees) expense or liabilityarising out of such claim, regardless of the success of the claim. CONTRACTOR shall use its best efforts to promptly purchase for COUNTY the infringing software or procure for COUNTY a license at no cost to COUNTY, to allow COUNTY to continue using the software or shall modify the software to make it noninfringing. Should CONTRACTOR be unable to obtain for COUNTY software ownership, a license, or the equivalent, CONTRACTOR shall pay COUNTY the k s in value of the software. CONTRACTOR’S obligation to indemnify COUNTY is contingent upon the COUNTY giving prompt notice to CONTRACTOR of any claims, permitting CONTRACTOR to defend, compromise, or settle any claim, and cooperatingwith the defense of any such claims.

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14. NONDISCRIMINATON. During and .in relation to the performance of this Agreement, Contractor agrees as follows:

A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, physical or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 1 B), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions cf this non-discrimination clause.

B. If this Agreement provides compensation in excess of $50,000 to CONTRACTOR and if CONTRACTOR employs ffieen (1 5) or more employees, the following requirements shall apply:

(1) The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, physical or mental disability, medial condition (cancer related), marital status, sexual orientation, age (over 18) veteran status, gender, pregnancy, or any other non-mefit factor unrelated to job duties. Such action shall include, but not be limited to the following: recruitment; advertising, layoff or termination; rates of pay or other forms Of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider MinoritylWomenlDisabled Owned Business Enterprises in CONTRACTORS solicitation of goods and services, Definitions for MinorityhVornenlDisabled Business Enterprises are available from the COUNTY General Services Purchasing Division.

(2) The CONTRACTOR shall furnish COUNTY Affirmative Action Office information and reports in the prescribed reporting format (PER 4012) identifying the sex, race, physical or mental disability, and job classification of its employees and the names, dates and methods of advertisement and direct solicitation efforts made to subcontract with Minority/WomenlDisabled Business Enterprises.

(3) In the event of the CONTRACTOR'S non-compliance with the non-discrimination clauses of this Agreement or with any of the said rules, regulation, or orders said CONTRACTOR may be declared ineligible for further agreements with the COUNTY.

(4) The CONTRACTOR shall cause the foregoing provisions of this Subparagraph 148 to be inserted in all subcontracts for any work covered under this Agreement by a subcontractor compensated more than $50,000 and employing more than fifteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

15. NONEXCLUSIVE AGREEMENT. CONTRACTOR understands that this is not an exclusive Agreement and that COUNTY shall have the right to negotiate with and enter into contracts with others providing the same or similar services as those provided by CONTRACTOR as the COUNTY desires.

16. ASSIGNMENT. Neither the CONTRACTOR or the COUNTY shall assign any of its rights or transfer any of its obligations under this Agreement without the prior written consent of the other party, nor shall either party's consent be unreasonably withheld. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. CONTRACTOR shall have the right to assign to any entity, which acquires all, or substantially all of the assets of the CONTRACTOR. Any entity, which acquires all or substantially all of the assets of the CONTRACTOR shall be bound by this Agreement.

17. TITLE. COUNTY acknowledges that CONTRACTOR owns all right, title and interest in and to the Software, the Documentation and other information relating thereto (including all customizations and modifications developed for COUNTY), including all patents, trademarks, copyrights, trade secrets and other intellectual property rights, No rights, other than those granted pursuant to t'le License, are transferred to COUNTY.

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18. CONFIDENTIALITY. The parties hereto acknowledge that information obtained about the other party pursuant to this Agreement includes confidential and proprietary information (hereinafter the "Confidential Information"). Each party agrees not to use Confidential Information except in accordance with the terms of this Agreement or any other agreements between the parties, and not to disclose Confidential Information to any third parties without the priorwritten consent of the other party, except as required by law [Pursuant to Public Records Act]. The parties agree that the Confidential Information does not include any information which, at the time of disclosure, is generally known by the public. COUNTY shall make no attempt to reverse compile, disassemble, or otherwise reverse engineer the Software or any portion thereof. These obligations of confidentiality shall survive termination of the License and this Agreement.

19. WARRANTY. CONTRACTOR warrants the Software to operate in all material respects as specified in this Agreement; Exhibit A; the following portions of Exhibit H: Damion Overview, Adult Criminal Module Overview, Juvenile Module, Enhanced ViciimMlitness Module, Investigations Module, Civil Case Processing Module, and System Overview; and Exhibit I . CONTRACTOR shall be responsible for correcting, at its own expense, any material defects in the Software that are brought to CONTRACTORS attention by COUNTY within a period of 6 months (180 days) after acceptance of the Software to COUNTY.

CONTRACTOR warrants as follows for all software customization made by CONTRACTOR for the COUNTY: (1) All software customization will continue to be supported by CONTRACTOR under its maintenance agreement with the COUNTY; (2) All software customizations will be preserved and will remain functional in any future software versions, revisions, or updates provided by CONTRACTOR; (3) All future software versions, revision, or updates provided by CONTRACTOR will not cause the COUNTY to incur any additional cost as a result of the software customizations. These provisions shall apply for as long as the COUNTY is covered by the CONTRACTOR3 maintenance agreement.

THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE. CONTRACTOR DOES NOT REPRESENT OR WARRANT THAT THIS SOFTWARE WILL MEET ANY OR ALL OF COUNTY'S PARTICUMR

PROGRAM ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED. NOR DOES CONTRACTOR MAKE ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION CONTENT.

REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR UNINTERRUPTED AND THAT ALL

20. YEAR 2000 DATE CHANGE COMPLIANCE WARRANTY. CONTRACTOR warrants that any Software Product furnished by CONTRACTOR pursuant to this Agreement shall support a four-digit year format and b e able to accurately process date and time data from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000, as well as leap year calculations. For purposes of this section, "Software Product" shall include, without limitation, any piece or component of equipment, hardware, firmware, middleware, custom or commercial software, or internal components of subroutines therein together with updates, upgrades and enhancements on same. This.warranty shall survive termination or expiration of this Agreement.

In the event of any decrease in Software Product functionality or accuracy related to time andlor date data related codes andlor internal subroutines that impede the Software Product from operating correctly using dates beyond December 31, 1999, CONTRACTOR shall restore or repair the Software Product to the same level of functionality as warranted herein; so as to minimize interruption to COUNTY'S ongoing business processes, time being of the essence. In the event that-such warranty compliance requires the acquisition of additional programs, the expense for any such associated or additional acquisitions that may be required, including without limitations, data conversion tools shall be borne exclusively by CONTRACTOR.

Nothing in this warranty shall be construed to limit any rights or remedies the COUNTY may otherwise have under this AGREEMENT with respect to defects other than Year 2000 performance. CONTRACTOR shall obtain the same assurances from all other suppliers whose products CONTRACTOR relies upon for operation of CONTRACTORS software and shall furnish them to COUNTY UPON REQUEST.

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21. WARRANTY LIMITATIONS. CONTRACTOR'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES OR LOSSES ARISING FROM USE OF THE SOFTWARE BY COUNTY SHALL BE ABSOLUTELY LIMITED TO THE TOTAL AMOUNT OF THIS AGREEMENT AS PROVIDED IN EXHIBIT A, EXCEPT AS PROVIDED IN SECTION 13. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, CONTRACTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OR EXPENSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE SOFTWARE, OR CONTRACTORS PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF REVENUE, PROFIT OR USE.

22. TERMINATION of AGREEMENT.

A. Bv COUNTY. COUNTY may, by written notice to CONTRACTOR, terminate this Agreement in whole or in part at any time, whether for COUNTY'S convenience or because of the failure of CONTRACTOR to fulfill the obligations herein. Upon receipt of notice, CONTRACTOR shall immediately discontinue all services affected (unless the notice directs otherwise), and deliver to COUNTY all data, estimates, graphs, summaries, reports, and all other records, documents or papers as may have been accumulated or produced by CONTRACTOR in performing this Agreement, whether completed or in process.

1. For Convenience. COUNTY may terminate this Agreement upon thirty (30) days written notice. Following notice of such termination, CONTRACTOR shall promptly cease work and notify COUNTY as to the status of its performance.

Notwithstanding any other payment provision of this Agreement, COUNTY shall pay CONTRACTOR for service performed to the date of termination to include a prorated amount of compensation due hereunder less payments, if any, previously made. In no event shall CONTRACTOR be paid an amount in excess of the full price under this Agreement nor for profit on unperformed portions of service. CONTRACTOR shall furnish to COUNTY such financial information as in the judgment of COUNTY is necessary to determine the reasonable value of the services rendered by CONTRACTOR. The foregoing is cumulative and shall not effect any right or remedy which COUNTY may have in law or equity.

2. For Cause. Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, COUNTY may, at COUNTY'S sole option, terminate this Agreement upon thirty (30) days written notice.

-- - B. Bv CONTRACTOR. Should COUNTY fail to pay CONTRACTOR all or any part of the payment set

forth in Exhibit B, CONTRACTOR may, at CONTRACTOR'S option terminate this agreement if such failure is not remedied by COUNTY within thirty (30) days of written notice to COUNTY of such late payment.

1. For Cause. Should COUNTY default in the performance of this Agreement or materially breach any of its provisions, CONTRACTOR, at CONTRACTOR'S sole option, terminate this Agreement upon thirty (30) days written notice.

23. SECTION HEADINGS. The headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof.

24. SEVERABILITY, If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

25. REMEDIES NOT EXCLUSIVE. No remedy herein conferred upon or reserved to COUNTY or CONTRACTOR is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

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26. NO WAIVER OF DEFAULT. No delay or omission of COUNTY or CONTRACTOR to exercise any right or power arising upon the occurrence of any event of default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Agreement to COUNTY or CONTRACTOR shall be exercised from time to time and as often as may be deemed expedient in the sole discretion of COUNTY or CONTRACTOR.

27. ENTIRE AGREEMENT AND REMEDY. In conjunction with the matters considered herein, this Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature hereafter binding except as set forth herein. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives their future right to claim, contest or assert that this Agreement was modified, canceled, superseded, or changed by any oral agreements, course of conduct, waiver or estoppel.

28. SUCCESSORS AND ASSIGNS. All representations, covenants and warranties set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be binding upon and inure to the benefit of such party, its successors and assigns.

29. COMPLIANCE WITH LAW. CONTRACTOR shall, at his sole cost and expense, comply with all COUNTY, State and Federal ordinances and statutes now in force or which may hereafter be in force with regard to this Agreement. The judgment of any court of competent jurisdiction, or the admission of CONTRACTOR in any action or proceeding against CONTRACTOR, whether COUNTY be a party thereto or not, that CONTRACTOR has violated any such ordinance or statute, shall be conclusive of that fact as behveen CONTRACTOR and COUNTY.

30. STATE OF CALIFORNIA LAW. This Agreement shall be governed by the. laws of the State of California. Any litigation regarding this Agreement or its contents shall be filed in the COUNTY of Santa Cruz, if in state court, or in the federal district court nearest to Santa Cruz COUNTY, if in federal court.

31. EXECUTION OF COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the parties shall preserve undestroyed, shall together constitute one and the same instrument.

32. AUTHORITY. All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity (ies) person(s), or firm(s) and that all formal requirements necessary or required 4 any state andlor federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, CONTRACTOR hereby warrants that it shall not have breached the terms or conditions of any other contract or agreement to which CONTRACTOR is obligated, which breach would have a material effect hereon.

33. PRECEDENCE. In the event of conflict between the provisions contained in the numbered sections of this Agreement and the provisions contained in the Exhibits, the provisions of the Exhibits shall prevail over those in the numbered sect ions.

34. TERM AND TERMINATION OF LICENSE.

A. The License is effective until terminated. '

B. The initial term of Maintenance Period shall be for a period of one (1) year following the "go live" production implementation date, and it shall be automatically renewed for successive one year terms as long as COUNTY remains licensed by CONTRACTOR to use the Software, unless earlier cancelled in writing by either party by written notice at least ninety days prior to the next term.

C. Either party has the right to terminate the License and Maintenance if the other party breaches or is in default of any obligation hereunder, including but not limited to COUNTY'S failure to pay any amount when due, and if such default has not been cured within thirty (30)days of receipt of notice of such default.

0 0 8 0

D. In the event that the License is terminated, COUNTY shall forthwith return to CONTRACTOR all copies of the Software, the Documentation and other materials provided to COUNTY pursuant to this Agreement, and will certify in writing to CONTRACTOR that all copies or partial copies of the Software, the Documentation and such other materials have been returned to CONTRACTOR or destroyed.

35. TRAVEL. Travel expenses incurred by CONTRACTOR will be reimbursed by the COUNTY. Travel expenses are defined as airplane, car, hotel, food, taxi, parking or any other reasonable and customary travel expense. Travel expenses are billed at actual cost. CONTRACTOR will follow COUNTY standard per diem rates as outlined in Exhibit J. Expenses above the COUNTY standard will not be granted unless pre-approved by COUNTY.

36. CHANGES. The scope and schedule of services and materials provided under this Agreement may be changed from time to time by mutual agreement of the COUNTY and CONTRACTOR as set out in a written Statement of Work Change Order. When a change causes a modification to in total costs or the amount of time needed to complete such change, an equitable adjustment shall be made to the Payment Schedule and Project Plan, as applicable. Current CONTRACTOR rates are identified in Exhibit G.

Exhibits. This Agreement includes the following exhibits incorporated herein by reference:

Exhibit A. Exhibit 6. Exhibit C. Exhibit D. Exhibit E-I. Exhibit E-2. Exhibit F-I. Exhibit F-2. Exhibit G. Exhibit H. Exhibit I. Exhibit J.

Contractor's Statement of Work Payment Arrangements Standard Indemnification and Insurance Provisions License Provisions Software Escrow Agreement Licensee Acceptance Maintenance Contractor's Maintenance Policy Contractor's Professional Service Rates 2002-2003 DAMION Technical Overview Review and Response to Santa Cruz District Attorney Requirements Federal Register: Part 11, General Services Administration Federal Travel Regulation

1 7 o f 8

0 0 8 1

Agreement for Service of Independent Contractor between the County of Santa Cruz and Constellation Justice Systems.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective on the date executed by COUNTY

\

Federal Tax ID Number

Approved as to Insurance !: &

By: K-.’j RISK MANAGEMENT

BY: COUNTY COUNSEL

U Date:

8 0 f 8

.i

0 0 8 2

Exhibi t A

CONTRACTOR'S STATEMENT OF WORK

SECTION 1 : Purpose

Introduction The purpose of this document is to outline the essential steps required by CONTRACTOR and COUNTY to successfully implement the DAMION application system. This document describes the steps in the process, the purpose and the responsibilities of the CONTRACTOR and COUNTY for each element. Also included is a project plan, which details these steps, sets out staffing estimates and timelines for the duration of the joint program which is expected to last a total of 32 to 36 weeks elapse time, including both a pre- and post-implementation stage.

Objective CONTRACTOR'S objective is to provide the technical support and services, advice and training to ensure a successful installation and implementation of the DAMION application system at the COUNTY'S three locations. The end goal is for the COUNTY to be fully conversant with the application and capable of performing all system administration tasks including ad hoc report design, document template development, security support, system backup, and basic database administration. Ongoing technical support and assistance will of course be provided by CONTRACTOR as part of the annual maintenance agreement.

\

-y(' SECTION 2: Deliverables

DAMION ClientlSemer and Web-enabled Systems The CONTRACTOR will deliver to the COUNTY the following DAMION and database software items:

7 . 2. 3.

- - 4. 5. 6. 7. 8. 9. 10.

DAMION Criminal Module for 110 named users' DAMION Juvenile Module DAMION Investigation Module DAMION VictimNVitness Module DAMION Civil (Asset Forfeiture) Module Oracle2 Standard Edition RDBMS for 210 named users Web-enabled DAMION for 100 users Oracle Internet Application Server Oracle Developer RuntimeToolset Entity Relationship Diagram or other database documentation that will assist COUNTY to access (read only) data from the database.

The total cost for the above items is $276,000. This does not include annual maintenance.

$- Customizations and Enhancements to the DAMION Software .

The CONTRACTOR dl deliver to the COUNTY the following custornizations and enhancements as follows:

11. Provide 10 days of customization to Standard Reports. (no charge) 12. Add Registered Sex Offender data item.

1 The Criminal module includes User and System Administration Documentation,Ad kkx Reportwriter and Legal/SUpport Research

2 The Oracle RDBMS is a limited runtime license, inexorably linkedto the DAMION application, with use strictly limited to the modules.

DAMION application.

0 0 8 3

Annual Maintenance

13. Add field for Nationality. 14. Add feature to set case severity (i.e. Misdemeanor or Felony) based on charges. 15. Add feature to set type of crime (Le. Assault, Fraud) based on charges. 16. Add judicial department to Case Summary. 17. Append “FASTRAP” heading to Case Summary screen.

Projected Annual cost

(after first year) F h t Y ar

cos!

The total cost for the above items is $11,700.

Siker Maintenanceon DAMlONweb software and Oradeweb software $23,200 $4,000

TOTAL $81,200 $10,000 1

Customized Interfaces The CONTRACTOR will deliver to the COUNTY the following customized interface:

18. Add interface with the Santa Cruz Metro Records System (SCMRS) for electronically submitting referrals from municipal law enforcement agencies to the District Attorney’s Office.

The total cost for the above item is $25,000.

bT: ... Database Conversion and Load The CONTRACTOR will deliver to the COUNTY the following data base conversion:

19. Data migration and conversion of data currently held in the District Attorney Profile system. This conversion will be conducted as described in Section 3.

The total cost for data conversion is $40,000. I

Installation Services The CONTRACTOR will deliver to the COUNTY various services as described in this Exhibit.

20. Implementation Services $40,000 21. Training $30,000 22. Configure and web-enable .$7,500

The total cost for installationservices is $77,500.

Travel and Living Expense

23. Travel and Living Expenses $20,000

Travel and living expenses are paid at actual cost. The cap for travel and living expenses is $20,000. CONTRACTOR will follow COUNTY standard per diem rates as outlined in Exhibit J. Expenses above the COUNTY standard will not be granted unless pre-approved by COUNTY.

Annual Maintenance Services The cost for CONTRACTOR and ORACLE maintenance services is provided below at current rates. Refer to Exhibit 0 for more detail.

24. Annual Maintenance Services $81,200

0 0 8 4

Database Conversion

Installation Servjces

SUMMARY of Deliverables and Cost

$40,000

$97,500

Deliverables 1 costs I i $276,000 1

I I DAMION and Web Sohare

First Year Mahtemnce

I Customized Interfaces I $25.000 I

$10,000

I IMPLEMENTATION AND MAINTENANCETOTAL I $460,200 1

SECTION 3: Installation Process for Oracle and DAMION - GENERAL

The following steps outline the installation process for DAMION. Once the pre-implementation process is complete, CONTRACTOR will provide a project plan and checklist for installation, for COUNTY'S approval, which shall not be unreasonably withheld.

Installing Oracle Oracle will be installed on site by the CONTRACTORS technician, and will be done in co-operation with technical staff from the COUNTY.

Installing DAMION Once Oracle is installed on the database server, CONTRACTOR will create a training database (see Perform a Test Conversion below). The DAMION software will be installed and configured by the CONTRACTOR in co-operation with technical staff from the COUNTY on a predetermined set of personal computers for training purposes. This process will be performed on site by a CONTRACTOR technician who will at that time train the COUNTY's staff in this procedure.

The software will be loaded with minimal table values and a single super-user account. CONTRACTOR'S personnel on site and the COUNTY's System Administrators will then use the super-user account to create all necessary offices, user identifications and user groups. In conjunction with the COUNTY's System Administrators, CONTRACTOR personnel will load client-specific codes and values into the system's maintenance tables.

COUNTY'S staff will load the remainder of the user workstations with the Oracle and DAMION software

Data Conversion Process The data conversion process for COUNTY will be broken down in several steps that will allow the conversion process to be monitored and performed accurately, and is described below. CONTRACTOR will perform this work with necessary assistance from COUNTY staff.

0 Obtain Data Dictionary of current sys tem - CONTRACTOWCOUNTY

Map fields from current system to new system - CONTRACTOWCOUNTY

Extract data from current system to b e loaded on to an Oracle database- COUNTY

Create and run data exception reports - CONTRACTOR

3 o i 16

I

’ TransactionlOperation Response Simple Query Sub 3 Seconds Complex Query Sub 10 Seconds Save Transaction Sub 5 Seconds Simple Report (Statistical) Within 2 Minutes Complex Report (Statistical) Within 10 Minutes Simple Ad Hoc Report Within 10 Minutes Complex Ad Hoc Report , Within 4 Hours J

0 0 8 5

Review exception reports and correct data in current system - COUNTY

4 Perform a test conversion - CONTRACTOR

. Review results of the conversion - CONTRACTOWCOUNTY

Perform data extract and run exception reports against data - CONTRACTOR

Performance Test - CONTRACTOWCOUNTY

Correct remaining data - COUNTY

Perform final data extract and final data conversion - CONTRACTOR

The performance testing will be performed by the CONTRACTOR after final data conversion is completed and prior to the Go Live date. The performance testing will be performed within the COUNTY main network in a controlled environment to ensure that the County network does not interfere with the results of the test.

Prior to performing the test, the CONTRACTOR will devise a formal test plan, to be approved in advance by COUNTY, so that typical system transactions and operations can be simulated in the production database. COUNTY will monitor and approve results of tests conducted prior to system acceptance.

The following table presents typical performance indicatorsfor the performance test:

Definitions

Simple Query A simple query is a query performed in a transaction screen for the purpose of modifying informa tion, e.g., Case Worksheet.

Complex Que A complex que: is a query performing a system wide type of search, e.g. General Person Lookup System. This type of query typically searches several tables in order to retrieve the information in several blocks of a screen. In other words, a complex query is a collection of several simple queries as described above.

Save Transaction A save transaction k the process by which the database records and stores information changed by a user in ‘a transaction screen, eg., Agency Report Log.

-I of 16

0 0 8 6

Simple Report A simple report is a report that lists information as stored in the database, e.g., Attorney Calendar Report.

Complex Report A complex report is a report that performs a wide system search for the purpose of computing and presenting statistics, e.g., Crime Statistics -Year-to-Date.

Simple Ad Hoc Report A simple Ad Hoc report is a report created by a user that will be using mostly indexed fields in the search criteria.

Complex Ad Hoc Report A complex Ad Hoc report is a report that involves joining several tables, with complex selection criteria accessing non-indexed columns.

An example of such a report could be, for a specified date range, the felony cases referred for prosecution, grouped by offtce, review prosecutor, sorted by crime type, where a case was created and the defendant has been found guilty, listing the DA Log No, date received, defendant name, defendant disposition, charge code, charge disposition, charge disposition date.

0 Go Live - CONTRACTOWCOUNTY

'I P r act i c e" C on ve r s ion CONTRACTOR will perform a "practice" conversion prior to the "Go Live" Date. This practice conversion will be used to populate the training database, and will assist in identifying outstanding data conversion issues. Please see section on Data Conversion.

" Go Live" C o n ve rs io n Once the COUNTY and CONTRACTOR are satisfied with the conversion process and results, a "go live" conversion is scheduled. Please see section on Data Conversion,

- 90-Day R u n Final system acceptance occurs upon successful completion of system functions and generation d reports and documents in a production environment 90 days following the "Go Live" date.

Maintenance Table Building As part of the system installation, maintenance tables will need to be populated to reflect the exact requirements of COUNTY. CONTRACTOR will supply a list of all maintenance tables along with a sample of the default values that will be supplied with the system.

The COUNTY will be responsible for creating a document listing all additional relevant codes and their descriptions. This document will be used by the COUNTY to populate the appropriate DAMION tables in the training environment. The task will be performed by the COUNTY'S System Administrator in the training environment, with assistance from the CONTRACTORS staff to make code-related decisions.

Once all codes are properly defined, the CONTRACTOR will copy the training database values production database.

Further definition of maintenance tables by COUNTY will be required as subsequent modules are and production.

to the COUNWs

loaded for training

0 0 8 7

Staff Members and System Security

The COUNTY will be responsible for assigning security privileges to all COUNTY Staff Members, including:

4 identifying all staff members associating all staff members with a job description or organizational role associating DAMION screen access (querylupdate) with job descriptions

CONTRACTOR'S Project'Manager

The CONTRACTORS Project Manager for the COUNTY program will be responsible for pfanning,' organizing and controlling the installation of the DAMION application.

Planning

The CONTRACTOR'S Project Manager will ensure that all aspects of the process are considered, prioritized and arranged, to provide a logical framework in which to perform the project.

Organizing

The CONTRACTOR's Project Manager will ensure that appropriate resources are available, at the time and manner required to carry out the plan.

Reporting The CONTRACTOR'S Project Manager will be required to provide weekly progress reports to CONTRACTOR and COUNTY on status of the project and identifying any variance from plan along with recommendations to correct or adjust.

SECTION 4: Training

Overview

The training program provided to COUNTY will start with CONTRACTOR providing training to all users before the DAMION system goes live. Using a train-the-trainer model, CONTRACTOR will ensure that a core group of users have sufficient knowledge to subsequently train new users for upgrades.

Training Curriculum

CONTRACTOR will provide four levels of training to COUNTY

Basic User Training:

1. Length 2. Audience 3. Prerequisites 4. Computer Skill Level 5. Curriculum .

intermediate User:

1. Length 2. Audience 3. Prerequisites 4. 'Computer Skill Level 5. Curriculum

One '/z day session Individuals needing to query data with little data entry. Windows 95, Microsoft Ofice 97 Low Basic Skills: 6 Navigation

Query Basic data entry

Three % day sessions Individuals requiring general system knowledge. Windows 95, Microsoft Office 97 Intermediate Intermediate Skills:

6of 16

0 0 8 8 - Advanced: 1. Length 2. Audience 3. Prerequisites 4. Computer Skill Level 5. Curriculum

System Ad ministration : 1. Length 2. Audience

3. Prerequisites 4. Computer Skill Level 5. Curriculum

Navigation Query Data Entry Legal Document Production Generating Standard and Ad Hoc Reports

Eight X day sessions Office Administrators and Clerical Supervisors ' Windows 95, Microsoft Office 97 High Intermediate Skills:

Navigation - Query 0 Data Entry

Legal Document Production 0

Advanced Skills: - Creating Document Templates - Designing Ad Hoc Reports

Generating Standard and Ad Hoc Reports

Two X day sessions System Administrators, Office Administrators and Clerical

Windows 95, Microsoft 97, Windows NT or Unix Operating System High

Supervisors

Adding and Maintaining Users Maintaining Roles

0 Adding and Maintaining lists of values

- System Administrative and other core implementation group training are included in the "Installing DAMION" step mentioned above. Costs for this training is included in the Implementation Services deliverable.

Maximum Class Size System Administration Advanced

Basic Intermediate

6 6 8

10

Continuity of Classes To maintain continuity of study, classes made up of multiple sessions should not have more than one half day between each session. For example, a three session intermediate class could run:

0

Three mornings or afternoons in a row Two mornings and one afternoon or vice versa. Morning, afternoon, morning or vice versa

0 0 8 9

Class Type

Classes are progressive. Each class builds on information learned in previous classes. For example, Advanced system users should take first the Basic, then the Intermediate class then the Advanced. Individuals who will act as System Administrators must have completed either an Advanced Clerical or Intermediate class before taking the System Administration class.

Class Classes I Class

Training Schedule

Basic 14 1

Intermediate I 6 I 3

The training schedule is designed to train all District Attorney users by providing u p to 40 %-day sessions of training over approximately a 4-week period. This schedule is in addition to the training provided to the core implementation team members at the time of DAMION installation. The following identifies the COUNTY anticipated schedule,

10 I S d a y I 118 14

8 I S d a y I 43 l a 1 Advanced 1 1 1 8

2 with core team Sys Administration

- Total I 21 1

8 .5 day 8 a 6 .5 day 3 with core

team

40

Training Schedule Breakdown To assist with the implementation of DAMION an implementation team made up of system administrators, supervisors,

. etc. will be trained in advance of the general user population. These individuals will be responsible for creating document templates, designing ad hoc reports, assisting with the data conversion process, and installation and set-up of DAMION.

Services and Equipment The training environment will also provide the following serviceslequipment:

Database Server:

Availability of the database server intended for production, configured and loaded with the Oracle Server software and "practice" conversion data in the training database.

Oracle Application (Web) Server:

Availability of the Oracle Application Server intended for production, configured and loaded with the Oracle Application Server.

File and Printer Servers

At each of the training locations, a filelprinter server will be available in the classroom environment, including a dedicated laser printer in the classroom.

Assumptions and Prerequisites

General User Prerequisites It is assumed that all attendees will be have had experience with a Windows 95 environment and can perform the following functions.

Navigating Windows 95 - Mousing, windowing, using the desktop, Taskbar and Start button

SOT 16

0 0 9 0

0

a

Managing Files and Folders - Moving, copying, deleting, viewing, creating and renaming files and folders. Running Programs - Starting and exiting programs and managing program icons. Keyboard Typing - Using the keyboard at a level that is consistent with the requirements of their position.

S ys tem Administration Prerequisites The following courses are recommended for DAMION System Administrators.

NT 4.0NVindows 2000 Operating System 0

0

Administering Microsoft Windows NT 4.OIWindows 2000 Supporting Microsoft Windows NT 4,OlWindows 2000 Core Technologies

Oracle Database Oracle 8 Database Administration -

a

Oracle 8 Backup and Recovery Workshop Introduction to Oracle: SQL and PUSQL

SECTION 5: Summary Roles and Responsibilities

Overview The purpose of this section is to provide an overview of the tasks identified and assigned in the Gantt Chart included at the end of this section, which describes the DAMION installation plan.

CO NT RAC TO R Re s p o n s i b i I i ties

Project Planning and Coordination 0 CONTRACTOR will prepare the detailed project plan with cooperation of the COUNTY.

, /-- ' ' Data Conversion

- =

CONTRACTOR will map fields from current system to DAMION; using COUNTY provided documentation and

CONTRACTOR will create and run Data Exception reports. CONTRACTOR will perform Test Conversion. CONTRACTOR will perform second Data Extract and Run Exception Reports. CONTRACTORwill perform final Data Extract for final data conversion.

i diagrams. 1 i

1

\, ~ F -

_c

Pre-installation CONTRACTOR will review and approve COUNTY'S proposed hardware configuration. CONTRACTOR will calculate preliminary total database size based on COUNTY provided transaction volumes. CONTRACTOR will revise record count estimates. CONTRACTOR will revise Production Database Size Estimate. CONTRACTOR will install Oracle RDBMS. CONTRACTOR will create training database instance. CONTRACTOR will configure SQL'Net Configuration. CONTRACTOR will create DAMION objects and system setup code tables. CONTRACTOR will adjust site-specific system tables and enroll users in training database.

3 oi ' 6

. CONTRACTOR will provide general and system administrator training. CONTRACTOR will provide up to 10 days of programming to customize standard reports for COUNTY

Web Server

. . CONTRACTOR will specify the required hardware configuration. CONTRACTOR will install the Oracle Application Server software. CPNTRACTOR will install and configure the web-enabled DAMION o r t h e Oracle Application Server. CONTRACTOR will configure SQL'Net Configuration.

)e--- 7 Custom Programming 1 CONTRACTOR will provide technical specification of the enhancementlinterface

J CONTRACTOR will perform custom programming. . CONTRACTOR will install customizations at County. c----_-

based on discussion with County.

Pre-production CONTRACTOR will assist COUNTY in creating and testing backup procedures. CONTRACTOR will assist COUNTY in loading software on all users Workstations.

Production Database Preparation CONTRACTOR will finalize database sizing. CONTRACTOR will create production database instance. CONTRACTOR will create tables for DAMION applications. CONTRACTOR will import system code tables from training database. CONTRACTOR will assist COUNTY in creating user accounts. CONTRACTOR will import security roles from training database. CONTRACTOR will perform production database conversion.

Past-Production a CONTRACTOR will provide COUNTY with onsite assistance during Go Live period.

CONTRACTOR will pedorm necessary post-production activities to ensure that system meets critical functional requirements of COUNTY.

COUNTY Responsibilities

Data Conversion COUNTY will extract data from current case management system and provide the extracted data in delirnitedlflat ASCII files to CONTRACTOR in one of the following formats: CD ROM, downloadable FTP, or 'tar' tape in 418rnrn cartridge. COUNTY will provide CONTRACTOR with documentation and diagrams, including but not limited to, ER- Diagrams, Data Model documentation, Detailed Entity Relationship descriptions, table and flat file record format, User's Guide including screen snapshots and process descriptions. COUNTY will review current case management system to identify fields that are an anomaly and used for other than the field's initial purpose, to assist CONTRACTOR to map fields to the appropriate field in DAMION. COUNTY will review the preliminary Data Exception Report and correct data in current system. COUNTY will review and correct the Data Exception Reports from the test conversion.

lOof 16

0 0 9 2

0 COUNTY will review and correct the Data Exception Reports from the second Data Extract. It is understood that the COUNTY, may not be able to correct all data. COUNTY and CONTRACTOR will establish method of identifying data that was uncorrectable.

P re-i n s ta I I a t io n COUNTY will order hardware. COUNTY will provide CONTRACTOR with the system structure for disk partitioning. COUNTY will provide CONTRACTOR with Transaction Volumes COUNTY will select ten document templates to be created by CONTRACTOR during COUNTY training. COUNTY will select and define customization of standard reports, if any. COUNTY will define access security requirements. COUNTY will assist CONTRACTOR in defining system availability requirements. COUNTY will assist CONTRACTOR in defining Backup Strategy. COUNTY will provide CONTRACTOR with basic network configuration details including hosts and TCPllP addresses. COUNTY will provide CONTRACTOR with Internet access for remote support and maintenance; alternatively, COUNTY will provide dialup RAS access in case of Internet unavailability.

Web Server 0

0

COUNTY will order hardware in a timely manner in accordance with the CONTRACTOR'S specifications. COUNTY will provide CONTRACTOR with the system structure for disk partitioning. County will provide CONTRACTOR with basic network configuration details including hosts and TCPllP addresses. COUNTY will install and configure the operating system on the server.

Custom Programming COUNTY will provide written notification to proceed with custom programming for specific enhancements and interfaces. COUNTY will provide Contractor with definition of enhancementlinterface requirement. COUNTY will review and provide approval of technical specification. COUNTY will test the custom programming in the County environment and upon successful test, provide written acceptance of enhancementlinterface.

Pre-production COUNTY will create.remaining high priority Document Templates before production date. The balance can be created as needed. COUNTY will create other high priority ad hoc reports prior to production. The remaining reports can be created as needed. COUNTY will verify all workstations working at the Windows 95 release 4.00.9508 Operating System and Microsoft Office 97 SR 2 or better or Wordperfect 9 or better. COUNTY will add to the basic code tables provided by the CONTRACTOR.

Post-Production COUNTY will perform an "image" backup of the operating system following any upgrade to the Windows 2GOO operating system.

0 0 9 3

Qty

1

1

1

I

1

SECTION 6: ENVIRONMENTAND CONFIGURATION

IBM Part Number Component Description

8664-8 RY Model, Processor, Memory NetFinily x240 Sewer, Pentiurn I l l . 1000 MHz, 256 ME. Rack-mounted

19K4640 Processor Pentiurn I l l lGHz

3531 1 RU Storage Unit NetFinity EXP300 Storage Expansion Unit

06 P 5736 Dick Controller with 2 ServeRAlD 4Mx channels

33L3760 Additional power 250W redundant power supply

Hardware and Network Environment

3

Database Server Hardware CONTRACTOR reviewed the Server configuration described below. This configuration will provide the desired level of performance and growth for the COUNTY and meet performance criteria described in Performance Test section above and is also based on the Load Requirements described below.

33L3060 Memorv 256 M8 133 MHz SDRAM

I I I I I

Database Fles (Data). 5

19)

Database Fles (index)

Database FJes (Journal)

06P5754

4

12

1 Hard Disk Drive

Total

I 18.2 GB Ultra 160 SCSl Hat-swap SL I HDD

25

1 2 1 I Hard Disk Drive I 9 GB Hot-Swap 1

Load Requirements

The system storage requirements for the anticipated system loads are described below.

I ArchiveFks I 1 I I Trailing . I 3 I

The above table does not include the operating system disk requirements and additional RAID-X storage requirements.

12 of 16

0094

Category

Operating System

Orade RDEMS

The following table represents a summary of the memory load requirements for Oracle.

Sub-category Memory (Mb) Disk (Gb)

64 1

0 .8

COO73

SGA 20

3 I 64 I 1 Training Environment 1 RDBMS

Users 7

I I DBBuffers I 20 I I

Production Environment RDBMS 64

SGA 32

DE BuHen

Users

200

60

File Server Hardware I I is recommended that a file sewer be placed at each building housing the DAMION users. The storage requirement on the file servers can be summarized as follows:

531 26.8

-

In order to provide a high degree of data integrity, it is recommended that the tile sewer hardware be configured for data redundancy (RAID-I or MID-5)

Case Distribution Number of Storage Office (Percent) Documents Requirement (GB)

.. . . Santa Cruz 93 1,036,000 I Watsonville 5

Juvenile 2

Total

56,000 0.9

22,000 0.4

1,114.000 17.3

0 0 9 5

Oty

1

Internet Application (Web) Server Hardware

I8 M Part Number Descriotion

86741 1X Model, Processor, Memory xSeries 330, Pentium 111, 1130 MHz, 256 ME, Rack-mounted

25P2835 .

I l l

Cache upgrade, Processor xSeries. 1.13 GHd133 MHz, 512 KB Cache upgrade with Pentium I l l Processor SVR

1

2

r-l- i 32P9658 RAID setup

06P5754 Hard Disk Drive

RAID 1 - Primary Array (for 2 HDD)

18.2 GB Ultra 160 SCSl Hot-swau SL

06P5736 1 Disk Controller with 2

I

ServeRAlO 4Mx I

HDD

3 I 10K0020 V I 256 MB 133 MHz SDRAM

2 I Hard Disk Drive I 9 GB Hot-Swap

Client Workstation Hard ware

C m

CPU

I I I I

Basic Advance

Pentium 133 MHz Pentium 233 MHz

Word Processor

Network Protocol TCPllP

Corel Wordperfect 9 or 10 Corel Wordperfect 9 or 10 or MS Word 97

200 MB

TCP/IP

1024 x 768 pixels 256 colors

Win do ws 95/98/NT/2000

SECTION 7: PROJECTSCHEDULE

The project includes three distinct phases, Installation 8. Implementation, Data Conversion, and System Modifications. These phases will be run in parallel with each other in order to get the base system installed by early 2003 and with a first production "Go Live" in early to mid 2003. A sample project plans follows. This plan will be modified by mutual agreement of County and Contractor project managers during the course of the project to accommodate project needs.

14 of 1s

0 0 9 6

r 'J I: Y

, -

0 0 9 7

-4

37

II. P

Exhibit B

0 0 9 8

PAYMENT ARRANGEMENTS

Periodic Compensation at Selected Milestones

A. For CONTRACTOR services to be rendered under this contract, CONTRACTOR shall be paid a total contract amount, including cost reimbursements, not to exceed $460,200.

-8. Payment for services and / or reimbursement of costs shall be made upon CONTRACTORS satisfactory performance, based upon the scope and methodology contained in Exhibit A.

C. Upondelivery to COUNTY of item(s) specified below, CONTRACTOR shall submit to the COUNTY DESIGNATED REPRESENTATIVE an invoice for the service performed in accomplishing each milestone. These invoices must cite the assigned Purchase Order Number. COUNTY REPRESENTATIVE shall evaluate the quality of the service performed and I or item(s) delivered and if found to be satisfactory shall initiate payment processing. COUNTY shall pay invoices or claims for satisfactory work within 30 days of presentation.

Percentage a€ Total Contract For Interface: Maximum (less interfaces Percentage of Amount

Milestone Description and contingency) Interface Amount Chargeable

A.

B.

C.

D.

E

F

G.

Contract Signing

Installation of DAMDN Install DAMION and Oracle a t client Site including enhancements. Create Tesnraining environment. Complete customization of standard reports. Complete performance test.

User Training

Custom Programming Enhancementsand Interfaces as described in ExhibitA

1.

2.

Delivery of Technical Specification and demonstration aF prototype to endusers Installationof Custom Code and Testing: production implementation with documentation and training.

Full System Implementation

Final Payment Completion of successful Way run and acceptance ty County

Other Disbursement and Third Parties (billed at cost)

Contingency

GRAND TOTAL

25%

15 %

10 Yo

50 Yo

50 %

35 %

15 %

travel estimated in cost nla

423,500 36,700

105,875

63,525

42,350

ia,350

18,350

148,225

63,525

nla

nla

460,200

The final milestone payment above shall not be made until all services have been completed and item(s) as speafied in ExhibitA have been delivered and found to be satisfactory.

0. COUNTY'S failure to discover or object to any unsatisfactory work or billings prior to payment will not constitute a waiver of COUNWs right to require CONTRACTOR to correct such work or billing or seek any other legal remedy.

P 9f2

0 0 9 9

4 4 4 4 b -

E. The CONTRACTOR will deliver to the COUNTY the following software items and service deliverables:

1. 2. 3. 4. 5. 6 . 7. 8. 9. IO.

11. '12. 13. 14.

DAMION Criminal Module for 110 named users1 DAMION Juvenile Module DAMION Investigation Module DAMION MctirnlWitness Module DAMION Civil (Asset Forfeiture) Module Oracle2 Standard Edition RDBMS for 210 named users Web-enabled DAMION for I00 users Oracle Internet Application Server Oracle Developer RuntimeToolset Entity Relationship Diagram or other database documentation that will assist COUNTY to access (read only) data from the database. Customization d Standard Reports as specified in ExhibitA Enhancements as specified in ExhibitA Interfaces as specified in Exhibit A Installation Services as specified in Exhibit A

F. The first year Annual Silver Maintenance Fee for DAMION shall be waived. Second year Silver Maintenance Fees for DAMION will be $52,000. Thereafter annual increases, if any, in the maintenance fees will not exceed a percentage increase equivalent to the annual rate of the increase in the consumer price index.

,

G. The first year Annual Silver Maintenance Fee for web-enabled DAMION shall be waived. Second year Silver Maintenance Fees for DAMION will be $19,200. Thereafter annual increases, if any, in the maintenance fees will not exceed a percentage increase equivalent to the annual rate of the increase in the consumer price index.

H. The first year Annual Maintenance Fee for Oracle will be $6,000. The fee is 20% percent of the license fee. Second and subsequent years of Maintenance Fees for the Oracle RDBMS will be calculated using the formula of the ORACLE Maintenance Fee percentage multiplied by the then current Oracle License Fee.

I . The first year web-enabled Annual Maintenance Fee for Oracle will be $4,000. The fee is 20% percent of the license fee. Second and subsequent years of Maintenance Fees for the Oracle RDBMS will be calculated using the formula of the ORACLE Maintenance Fee percentage multiplied by the then current Oracle License Fee.

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J. All Maintenance Fees shall be paid within thirty (30) days of invoice at the beginning of the maintenance period.

K. Overdue payments shall bear interest at the rate of 15% per annum on the amount outstanding from the date when payment is due until the date payment in full is received by CONTRACTOR.

L. In addition to the fees payable by the COUNTY to the CONTRACTOR, all taxes and other levies, including sales and use taxes (but excluding taxes based on the net income of CONTRACTOR resulting from this Agreement) shall be the responsibility of the COUNTY.

M. The CONTRACTOR will maintain the DAMION software in Escrow for the COUNTY, as described in Exhibit E-I. The CONTRACTOR agrees to pay all fees associated with the Escrow of the DAMION software.

The Criminal module includes User and System Administration Docurnentation,Ad Hoc Report Writer and Legallsupport Research modules.

DAMION application. * The Oracle RDBMS is a limited runtime license, inexorably linked to the DAMION application, with use strictly limited to the

2o i 2

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r4xW9-

Exhibi t C

STANDARD IN DEM N IFlCATlON AND INSURANCE PROVISIONS I

INDEMNIFICATION CONTRACTOR shall defend, indemnify and save harmless the COUNTY, its officers, agents and employees from any

and all claims, demands, damages, costs, expenses (including attorney's fees), judgments or liabilities arising out of this Agreement or occasioned by the performance or attempted performance of the provisions hereof; including, but not limited to, any act or omission to act on the part of the CONTRACTORor his agents or employees or other independent contractors directly responsible to him; except those claims, demands, damages, costs, expenses (including attorney's fees), judgments or liabilities to the extent resulting from the negligence or willful misconduct of the COUNTY. With respect to any and all claims, demands, damages, costs, expenses (including attorney's fees), judgments or liabilities arising from the joint or concurrent negligence of CONTRACTOR and the COUNTY, each party shall assume responsibility in proportion to the degree or its respective fault as determined by a court of competent jurisdiction. CONTRACTORS obligation to indemnify COUNTY is contingent upon the COUNTY giving prompt notice to CONTRACTOR of any claims, permitting CONTRACTOR to defend, compromise, or settle any claim, and cooperating with the defense of any such claim.

CONTRACTOR shall notify the COUNTY immediately in the event of.any accident or injury arising out or in connection with this Agreement.

INSURANCE Without limiting the CONTRACTOR'S indemnification of the COUNTY, CONTRACTOR shall procure the following

required insurance coverages at its sole cost and expense. All insurance coverages are to be placed with insurers which (1) have a Best's rating of no less than B+: Vlll, and (2) are admitted insurance companies in the State of California. All other insurers require the prior approval of the COUNTY. Such insurance coverage shall be maintained during the term of this Agreement. Failure to comply with the insurance requirements shall place CONTRACTOR in default. Upon request by the COUNTY, CONTRACTOR shall provide a certified copy of any insurance policy to the COUNTY within ten (10) working days.

P

1. ' Workers' Compensation Insurance. Statutory Workers' Compensation and Employers Liability Insurance shall cover all CONTRACTOR'S staff while performing any work incidental to the performance of this Agreement. The policy shall provide that no cancellation, major change in coverage, or expiration shall be effective or occur until at least thirty (30) days after receipt of such notice by the COUNTY. In the event CONTRACTOR is self-insured; it shall furnish a copy of Certificate of Consent to Self-insure issued by Department of Industrial Relations for State of California. This provision does not apply if CONTRACTOR has no employees as defined in Labor Code Section 3350 etc. during the entire period of this Agreement and CONTRACTOR submits a written statement to the COUNTY stating that fact. The State of California statutory limit is $100,000. General and Automobile Liability Insurance. The general liability insurance shall include personal injury liability coverage, shall afford coverage for all premises and operations of CONTRACTOR and shall include contractual liability coverage for this Agreement between COUNTY and CONTRACTOR. The automobile liability insurance shall cover all owned, non-owned and hired motor vehicles, which are operated on behalf of CONTRACTOR pursuant to CONTRACTOR'S activities hereunder. COUNTY, its officers, employees, and agents shall be named as Additional Insureds on any policy. The limit of liability of said policy or policies for general and automobile liability insurance shall not be less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. Personal injury liability coverage shall also be in the amount of not less than $1,000,000 per occurrence and aggregate. Said policy or policies shall include a severability of interest or cross liability clause or equivalent wording. Said policy or policies shall contain a provision of the following form: "Such insurance as is afforded by this policy shall be primary and contributory to the full limits stated in the declarations, and if the COUNTY has other valid and collectible insurance for a loss covered by this policy, that other insurance shall be excess only." Said policy or policies shall provide that the COUNTY shall be given thirty (30) days written notice prior to cancellation or expiration of the policy or reduction in coverage.

2.

CONTRACTOR shall submit to the office of the designated COUNTY representative certificate(s) of insurance documenting the required insurance as specified above prior to this Agreement' becoming effective. Current certificate(s) of

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0 1 0 1

insurance shall be maintained at all times in the ofice of the designated County representative as a condition precedent to any payment by COUNTY under this Agreement. The approval of insurance shall neither relieve nor decrease the liability of the CONTRACTOR.

20i 2

YeeH- Exhib i t D

LICENSE PROWS IONS

LICENSE

restricted to COUNTY’s place of business referred to in the Agreement and COUNTY’s own operations: CONTRACTOR hereby grants to COUNTY a perpetual, non-transferable and non-exclusive license (the “License”)

1. To use one production copy of the object code version of the Software listed on Exhibit B, in the form supplied by CONTRACTOR, on hardwareloperating system configuration approved by CONTRACTOR and owned, leased or othetwise controlled by COUNTY; and

2. To use documentation pertaining to the Software as supplied by CONTRACTOR (the “Documentation”) but only as required to exercise the License.

COUNTY may make one back-up copy of the Software, provided that the copy contains all of the original copyright notices and other legends. COUNTY may use the production copy of the Software solely to process COUNTY’s own data, and the software may not be used on a service bureau or similar basis to process data of others. If the operating system configuration changes, COUNTY must notify CONTRACTOR in advance, as an adjustment of License Fee may be required.

Other than the rights of use expressly conferred upon COUNTY by this paragraph and by the Software Escrow Agreement herein, COUNTY shall have no further rights to use the Software or the Documentation, and shall not copy, reproduce, modify, adapt, sublicense or translate them, without the express prior written authority of CONTRACTOR.

EXHIBIT E- l

SOFTWARl3 ESCROW AGREEMENT

4 2 / e

0103

This Agreement is made this \ O h d a y o f 4 - w 19% by and between Constellation Justice SVS tm (“Company”), and ~ i i C - d e ~ y i ndor&

(“Escrow Agent”),

WHEREAS, Company has developed certain proprietary computer software programs and supporting documentation (hereinafter referred to as “Software7’); and

WHEREAS, Company licenses the use ofthe Sof tware to third parties (referred to herein as “Licensees”); and

WHEREAS, Escrow Agent has agreed to maintain the Software in escrow and to provide access to the Software by Licensees, as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received by each o f the parties hereto, the parties agree as follows:

1.

a> . Demand No tice, The term “Demand Notice” shall refer to a written notice issued by a Licensee to Escrow Agent which sets forth at a minirmrm, the following: (i) a label that it is a “Demand Notice,” (ii) identification o f this Agreement, (iii) the License Agreement under which any Software is licensed to the Licensee and the specific Software to which it pertains, with reasonable particularity, (iv) establishment of an Event of Default, and (v) a demand for the delivery of a copy of the Source Code to the Software.

.

b) Event of Default, The term “Event of Default” shall mean the occurrence of any of the following events or any events listed as an Event of Default in the License Agreement between Company and the Licensee requiring release of the Source Code: (i) if Company has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy (other than Chapter X I or arrangement proceedings) in which Company is the named debtor, an assignment by Company for the benefit of its creditors, the appointment of a receiver for Company, or any other proceeding involving insolvency or the protection of, or from, creditors, and same has not been discharged or terminated without any prejudice to Licensee’s rights or interests under the License Agreement within 120 days; or (ii) if Company has ceased its ongoing business operations, or the sale, licensing, maintenance or other support of the Software causing a material breach of

i c j - 1 3 - 0 2 ; i o : ;SAM; ; 7 1 5 4 2 5 8 3 5 7 k 3 / E

0 1 0 4 - the License Agreement which is not remedied in accordance with the License Agreement.

5b#xwx, The term “Software” shall mean that software licensed, from time to time, by Company to a Licensee. The Software.licensed by Company covered by this Escrow Agreement will be sho\;m on each Licensee Acceptance, which shall. be amended tiom time to time as additional software is licensed by Company to Licensees and deppsited with Escrow Agent;

The term “Source Code” shall mean the Software in human readable form and technical documentation necessary to (i) produce the machine executable form of the Software, and (ii) maintain, modify or correct the Software.

Termination Notice, The term “Termination Notice” shall refer to a written notice issued by Company to Escrow Agent which sets forth, at a minimum, the following: (i) a label that indicates that the notice is a “Termination Notice,” (ii) identification of this Agreement and the Licensed Software with sufficient particularity; and (iii) a demand for the delivery of the Source Code after expiration of the period as set forth in section 5(a).

2. Deposit of Software. Company agrees to deposit with Escrow Agent two (2) complete copies of the Source Code within thirty (30) days after execution of this Agreement and within thirty (30) days after any new Licensee Acceptance ‘is provided to the Escrow Agent adding additional items of Source Code, including revisions and maintenance as described in Section 3. -

evisions a n d Maintenance. . . 3.

a) Company agrees to deposit with Escrow Agent one new copy of Source Code of each major revision of the Software within thirty days after such revision is made generally available to Licensees.

b) Upon receipt of the first revision, Escrow Agent agrees to return to Company one set of the original deposit of Software being revised.

c) Upon receipt of all subsequent revisions, Escrow Agent agrees to return to Company the oldest version of the Software being revised, always maintaining in escrow one copy of each of the two latest versions of the Software.

d) Company shall send all Source Code via U S . mail return receipt requested, or via a receipted messenger service or overnight delivery sen’icc.

a) Escrow Agent shall keep the Source Code in locked location at Escrow Agent’s principal office at 2400 Chase Square, Rochester, New York 14604, or at such other place as Company and Escrow Agent shall mutually designate.

b) The Source Code deposited with Escrow Agent pursuant to this Escrow Agreement .shalI remain the exclusive property of Company. Upon termination of this Escrow Agreement, Escrow Agent shall return the. Source Code and related documentation to Company. :

c) Except as provided m this Escrow Agreement, Escrow Agent agrees that:

9 it shall not divulge, disclose, or otherwise make the Source Code available to any parties other than Company, or make any use whatsoever of the Source Code;

ii) i t shall not permit any party access to the Source Code, except as may be necessary for Escrow Agent’s authorized representatives to perfom its functions under this Escrow Agreement, or as provided by the terms of t h s Agreement, or as otherwise directed by a final order from a court of competent jurisdiction; and

iii) access to the Software on behalf of Company shall be granted by Escrow Agent only to those persons duly authorized in writing by a competent officer of Company.

5 . -- Termination.

a) Company may terminate this Escrow Agreement upon sixty (60) days prior written notice to Escrow Agent.

b) ‘ Escrow Agent may resign as escrow agent upon sixty (60) days prior written notice to Company. Upon resignation, if Escrow Agent has not previously released the Source Code deposited with Escrow Agent, it shalI return Source Code to the new escrow agent, or if none, to the Company, after having received payment for its fees and costs pursuant‘ to section 13 of this Escrow Agreement,

c) Prior to termination of this Escrow Agreement, Company shall promptly ,notify all Licensees of the effective termination date o f this Escrow Agreement, and the name of the new escrow agent, if any.

6 . ~ P . C Company shall notify Escrow Agent of each Licensee who becomes entitled to the benefits o f this Escrow Agreement and shall provide Escrow Agent

I

with a copy of the License Agreement under which Licensee may become entitled to receive a copy of the Source Code, and an executed original of the Licensee Acceptance in the form set forth in Appendix 2. No Licensee shall become entitled to the benefits of this Escrow Agreement until it has executed a Licensee Acceptance, which'has been delivered to Escrow Agent.

Release of Source Code for Event of Default, Escrow Agent shall release a copy of the Source Code to the Software licensed to a Licensee to such Licensee upon the occurrence of an Event of Default, in accordance with the following pro ce du r e :

a) Upon receipt of a Demand Notice from a Licensee, Escrow Agent shall send Company a copy o f such Demand Notice.

b) Company may dispute such Demand Notice by providing Escrow Agent, within fhbiy days of receipt of the Demand Notice, a notarized affidavit stating that no Event of Default has occurred.

c) In the event, no affidavit is received in accordance with section 7(b) above; Escrow Agent shall release one copy of the Source Code to the Software to such Licensee. h the event such affidavit is received; the Demand Notice shall be null and void.

d) Responsibility for and the expense of copying the Source Code shall be borne by the Licensee receiving it. Escrow Agent shall cooperate with such Licensee in making such a copy at the Licensee's expense, but Escrow Agent shall neither (i) be responsible for making such a copy, nor (ii) deliver the original of such copy to the Licensee.

8. Release of Source Code fo r Event of Termination. Escrow Agent shall release the Source Code to Company.upon the occurrence o f an Event of Termination in accordance with the folIowing procedure:

a) Upon receipt of a TerminationNotice from Company, Escrow Agent shall send each Licensee a copy of such Termination Notice.

b) A n y Licensee may dispute such Termination Notice by providing Escrow Agent, within thir ty days of receipt of the Termination Notice, a notarized affidavit stating no Event of Termination has occurred.

c> In the event, no affidavit'is received in accordance with section 8(b) above; Escrow Agent shall release the Source Code to Company. In the event such an affidavit is received; the Termination Sotice shall be null a d void.

I'

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9. PetentiQU of Sauce Co&, In the event Escrow Agent shall receive an affidavit from Company in accordance with Section 7 or from a Licensee in accordance with Section 8, Escrow Agent shall not release the Source Code, but shall retain the Source Code on the terms and conditions contained in this Agreement until it has received either:

a) A written notice signed by an officer of Company and o f the Licensee which gave such notice or affidavit, as the case may be, directing it to release the Source Code; or

b) The final determination of a court of competentjurisdiction directing it to release the Source Code,

After receipt of a notice as described in Section 9(a) or a judicial determination as described in Section 9(b), Escrow Agent shall release the Source Code in accordance with the instructions contained therein.

10. Interpleader. In the event that either Company or any Licensee commences an action in a court of law to compel delivery of the Source Code, the Escrow Agent is authorized, but not required, to interplead the Source Code into the registry of the court and stand fully discharged from fxther responsibilities under this Escrow Agreement.

11. Excubation.

a) The Escrow Agent shall not be obligated or required to examine or inspect the Source Code or to determine whether the Source Code deposited with Escrow Agent by Company consists of those items which Company is obligated to deliver. Escrow Agent shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Source Code.

b) The Escrow Agent shall not be responsible for any Source Code which is not clearly identified as such when delivered to the Escrow Agent or which is not delivered to the Escrow Agent in accordance with this Agreement.

c) The Escrow Agent shall not be obligated or required to inquire as to the accuracy or truth of any statements made in a Demand Notice, Termination Notice, or any affidavits issued in response to such Notices.

12. Tndemnification. Escrow Agent shall not, by reason o f its execution o f this Agreement, assume any responsibility or liability for any transaction between Company and Licensees, other than the performance of its obligations as Escrow Agent hereunder, Company hereby agrees to indemnify Escrow Agent, and to hold it harmless against any loss, liability or expense incurred, including

I

: 7 1 6 4 2 5 E 9 6 7 n 7 / A

0108

13.

14.

15.

16.

A7.

attorney's fees, arising out of or in connection with its entering into this Agreement and cz?ying out its duties hereunder, except to the extent caused directly by negligence or bad faith on the part o f the Escrow Agent.

Fees a n d Expenses. Company shall pay Escrow Agent the fees set forth in Exhibit 2. Company shall also reimburse Escrow Agent for all of its expenses incurred in carrying out its obligations under this Escrow Agreement.

Good Fa ith Reliance. Escrow Agent may act in good faith reliance upon any instruction, instrument, or signature believed in good faith to be genuine, and may assume that any person purported to give any writing, notice, or instruction in connection with or relating to this Escrow Agreement has been duly authorized to do so.

Dispute. Any dispute between the parties concerning the interpretation, consmction, validity, scope, performance under, or any other matter pertaining to this Escrow Agreement, shall be submitted to arbitration by the American Arbitration Association, according to its rules and regulations then in effect, to be held. in Rochester, New York, and the ruling o f the arbitrator shall be final and binding upon the parties and enforceable in any court o f competent jurisdiction.

Entire Agreement . This Escrow Agreement, including the Exhibits hereto, constitutes the entire Agreement between the parties, and shall supersede all previous communications, representations, understandings and agreements, either oral or written between the parties with respect to the subject matter hereof.

Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if sent by registered mail, retwn receipt requested, or by recognized overnight carrier, to the following addresses, or such other address as requested by the respective parties:

In the case of the Company: Cons tell at i on Justice Systems Attention: Andrew Smith 6 7 8 0 P itts ford- Palmyra Road Fairport, New York 14580

In the case of the Escrow Agent: Boylan, Brown, Code, Fowler, Vigdor & Wilson LLP 2400 Chase Square Rochester,New York 14604 Attention: Susan Laluk

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement

C o n s t e l m n Justice

to be effective as o f the date first above written.

V

Exhibit E-2

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s2--

LICENSEE ACCEPTANCE

The undersigned ("Licensee") acknowledges receipt of a copy of, and agrees to be bound by all applicable terms of, a

Licensee agrees that it will not hold Escrow Agent responsible for any loss, liability or expense arising out of or in Software Escrow Agreement (the "Escrow Agreement") dated as of January 10,1998 by and between Company and Escrow Agent. connection with this Agreement, except to the extent such loss,liability or expense is caused by negligence or bad faith on the part of the Escrow Agent.

Attached hereto is a copy of the duly executed License Agreement dated as of , 2002 by and between Company and Licensee. The Software licensed under the License Agreement, which is covered by the Software Escrow Agreement, is:

DAMION Criminal Module for 11 0 named users, Juvenile Module, lnvestiqation Module, VictirnhVitness Module, and Civil [Asset Forfeiture) Module. The Criminal module includes Ad Hoc Reoortina and Leaal SUDROF~ modules. Also included are all updates and customization performed for COUNTY.

DAMION Web-enabled for 100 named users.

Licensee agrees that any Source Code released pursuant to the Escrow Agreement shall remain the exclusive property of Company, and the undersigned shall hold the Source Code in the strictest confidence and use it solely to maintain and support the Software internally during the term of the License Agreement.

Any notices to the Licensee with respect to the Escrow Agreement may be sent to the address shown below.

LICENSEE:

County of Santa Cruz

By:

Name: Kathryn Canlis

Title: District Attorney

Address: 701 Ocean Street, Room 200

Santa Cruz, CA 95060

! of :

Exhibit F-1

MAINTENANCE

MAINTENANCE. In consideration of payments to be made by COUNTY to CONTRACTOR as set out in Exhibit B, CONTRACTOR agrees to provide the following Silver Service Level software maintenance services during the periods covered by the maintenance fees: '

1. CONTRACTOR will maintain the System Software so that it operates in conformity in all material respects with the descriptions and specification for the Software set forth in the Documentation.

2. In the event that COUNTY notifies CONTRACTOR of any errors or defects in the Software, CONTRACTOR will provide support, as described in the CONTRACTORS Maintenance Policy in Exhibit F-2, in the form of assistance and advice on the use and maintenance of the Software.

3. CONTRACTOR will send COUNTY Updates on CD-ROMs and notices of Upgrades of the Software to the COUNTY'S address specified in this contract. Updates are those improvements andlor modifications to the Software that CONTRACTOR generally makes available as part cjf the annual maintenance program. CONTRACTOR will establish and facilitate a User's Group to develop and prioritize requests for system enhancements to address requirements and improve system functionality for inclusion in each annual update. An Upgrade is any product release, including added functionality, or major enhancement of the Software, that CONTRACTOR markets and licenses for additional fees separately from Updates.

4. CONTRACTOR shall provide COUNTY with Updates of the Software in a timely manner at no additional charge. COUNTY shall be entitled to acquire a license to Upgrades for CONTRACTORS then prevailing license fees. Software Updates and Upgrades will be sent on three and a half (3 %} inch diskettes or CD-ROMs with explanations, instructions, and updated documentation where appropriate.

5. CONTRACTOR will provide County with copies of standard reports developed for other California Counties. Upon request, CONTRACTOR will provide estimated cost to tailor reports for installation at County, and if interested, County may purchase tailored reports.

6. CONTRACTOR will conduct on an annual basis a review of the application status and performance with the COUNTY at their site.

Maintenance services shall not include, and COUNTY shall pay extra for, any and all consulting, implementation, customization, education and training related services, subject to the availability of CONTRACTORS staff. Maintenance service shall not include, and COUNTY shall pay extra for (subject to CONTRACTOR'S staff schedules): service to products not listed on Exhibit B ;maintenance of software that has been modified or repaired by someone other than CONTRACTOR: modification or repair of damage caused by failure to continually'provide a suitable operating environment for the software, including damage caused by accident, disaster, neglect or misuse; or modification or repair of damage caused by the use of the software for other than the purposes for which licensed.

COUNTY shall, at CONTRACTOR'S request, provide CONTRACTOR with Internet access or, if Internet capability not available, the right of dial-access to COUNTY'S computers on which the Software is installed, so as to enable CONTRACTOR to monitor the operation of the Software.

f of 1

01 1 2

Exhibit F-2

C 0 NT RACTO Rs Main ten ance Pol icy

C 0 N TRACT0 R Maintenance Program De ta i Is '

CONTRACTOR offers three levels of service, DAMION Silver, Gold and Platinum. DAMION Silver is the standard level of support that has been offered to and accepted by the COUNTY.

Problem Assistance Reports Problem Assistance Reports or PARs is the term applied to calls from the COUNTY that are logged into DAMION Problem Database. PARs are classified by seventy level and are independent of the computing environment and the DAMION product in use. CONTRACTOR will work closely with the COUNTY to assign a mutually agreed upon severity levels and that meet the definitions of the severity level.

CONTRACTOR will provide an initial response to the COUNTY on the problem within in an established period of time for the assigned severity level.

PARs will remain open until no further action is required. This means that a mutually acceptable solution (fix or workaround) has been provided, or that a solution has been provided by the CONTRACTOR and the CONTRACTOR has not received a call back from the customer in more than 14 days.

PARs are assigned the status Inactive when the technical issue has been resolved but the COUNTY wishes to verify the fix before closing the PAR.

Customer Support Procedures

A CONTRACTORS Technical Support Analyst will answer the COUNTY'S calls and will log them into the PAR system. When a call is logged, the PAR system automatically generates a PAR number. When calling Customer Support, the COUNTY is asked to note the number for future reference.

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The Technical Support Analyst will attempt to determine whether the problem in question is caused by a product defect (bug) or by some other factor, such as documentation, education or computing environment.

During the course of researching the problem, the Technical Support Analyst will review other PARs in the system to determine if a similar problem has been previously reported. I f there is information on possible solutions, the information is faxed or emailed to the COUNTY.

A Technical Support Analyst will attempt to reproduce and correct the problem on the current release of the product. If the problem is complex, the COUNTY may be asked to provide a discrete reproducible test case to help isolate and solve the problem.

If the Technical Analyst can reproduce the problem on the most current release, the appropriate development team will be notified. Fixes or workarounds to PARs will be provided based on the assigned Severity Level. If the Technical Support Analyst cannot reproduce the problem on the product's most current release; the COUNTY may then be advised to upgrade to the current release. CONTACTOR supports current and prior two releases.

01 13

ul.Qs.L Severity Level Definitions

Severiv Level 7 The problem causes complete loss of service and work cannot reasonably continue. The problem or defect has one or more of the following characteristics:

Data corruption

System hangs - System crashes repeatedly

Critical functionality is not available

CONTRACTOR will provide an initial response to Level 1 PARs within foui (4) hours during the support period (24x51, and will work on the PAR until the issue is resolved (fix or workaround). To ensure that progress can continue at a steady pace, the COUNTY must provide CONTRACTOR with a contact either on-site or by pager to assist with data gathering, testing and applying fixes during the support period.

Severity Level 2 A Severity Level 2 is a problem or product defect that causes an internal (software) error, or incorrect behavior loss of service. No COUNTY acceptable workaround is available, however operations can continue in a restricted fashion. The problem or defect has one or more of the following characteristics:

4

Internal software error causing the system to fail, but restart or recovery is possible Severely degraded performance due to software error Some important functionality is unavailable, yet the system can continue to function in a restricted fashion

CONTRACTOR will provide initial response to Level 2 PARs within 24 hours during the support period (24x5), and the PAR will be worked on during normal working days (Monday through Friday) and normal working hours (6 AM to 6 PM PST). CONTRACTOR will include a fix to the problem in its next Product Update and where possible will provide a patch to the COUNTY.

Severity Level 3 A Severity Level 3 is a problem or product defect which causes minimal loss of service. The impact of the problem or defect is minor or an inconvenience, such as a manual bypass to restore product functionality. The problem or defect has one or more of the following characteristics:

0 Software error for which there is a COUNTY acceptable workaround Minimal degraded performance due to sohare error Software error or incorrect behavior has minor impact on system operation Software error requires manual editing of configuration or script files to work around a problem

CONTRACTOR will provide initial response to Level 3 PARs within five (5) working days (Monday through Friday). CONTRACTOR will include a fix to the problem in its next Product Upgrade.

Severity Level 4 A Seventy Level 4 is a minor error, incorrect behavior, or a documentation error that in no way impedes the operation of a system.

0

Error causes no loss of service or impedes system operation Error can be corrected through a change in system documentation

f

01 1 4

CONTRACTOR will make every effort to correct the problem in the next Product Update or revision to its documen tation.

Escalation Procedures

If at any time a COUNTY believes that CONTRACTOR is not providing sufficient service on a PAR, the problem can be expedited by asking to speak with the Customer Service manager. The Customer Service manager will return the call within two hours during the support period (24x5) to discuss the situation.

If the Customer Service manager cannot resolve the issue, the COUNTY may request succeeding levels of escalation, beginning with the Development Manager. Escalation may proceed if necessary to the Integration Services, Vice President who has the authority to assign all personnel required to support the resolution effort.

At each level of escalation, CONTRACTOR Management assumes responsibility for the problem, coordinating problem resolution, and bringing additional resources to the situation as needed.

Service Levels

DA MI0 N Silver DAMION Silver provides 1-800 telephone support during normal business hours (Monday through Friday 6 AM to 6 PM PST). This includes direct access to Technical Analysts for problem resolution, bug reporting, documentation clarification and technical guidance during the defined business hours.

Level 1 PARs are worked 24x5 until resolved, and Level 2, 3, and 4 PARs are resolved during normal business days and working hours as defined in section 1.C.

Custom Maintenance Options In addition to the support programs detailed above, CONTRACTOR will tailor services to meet COUNP/'s unique requirements, such as on-site personnel. These maintenance options are available upon request.

DAMION Service Program Definitions

1. Product Update and Upgrade Definitions

A. Product Updates

Product Updates are those improvements andlor modifications to the Software that CONTRACTOR generally makes available as part of the annual maintenance program.

B. Producf 'Upgrades

A Product Upgrade is any product releases, including added functionality, or major enhancement of the Software, that CONTRACTOR markets and licenses for additional fees separately from Updates.

2. Service Definitions

A. 24x5 Service Service that is 24x5 is service that is provided 24 hours per day, 5 days per week, Monday through Friday.

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DAMlONVersions

1, Supported Versions It is CONTRACTORS policy to provide support for the two most current product revisions of the current product version. Maintenance for product revisions is provided via Update releases. CONTRACTOR will provide 12 months notice before de-supporting a product version or revision. CONTRACTOR recommends maintaining your software at currently supported release levels.

2. Version Number Every CONTRACTOR product has an associated version number, which is listed in the format X.Y.Z, for example 3.3.1. Each successive decimal place represents an increasing level of detail. The first digit (X) indicates the version number or upgrade. The revision or update level is indicated by the second digit (Y). The third digit (Z) indicates the patch level.

COUNTY Res po n si bil i t ie s

CONTRACTOR Service programs require !ha! a COUNTY always have a written "Backup and Recovery" plan in place. Annually, the COUNTY is required to furnish CONTRACTOR with a current copy of its "Backup and Recovery" plan.

4 si4

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w Exhib i t G

C O N T R A C T O R S PROFESSIONAL SERVICE RATES 2002-2003'

Service

Project Managers

System Designers

. Programming Services

Training Services (A training day consists of b o training sessions - morning and afternoon)

Rate $1,250 per diem

$ 1,100 per diem

$800 per diem

$1,500 per diem

These rates are exclusive of travel and living expenses which are billed at cost.

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B Amendment - Attachment

Cons tellation 3 Lj 5 y-- 4 c E 5 y s ’I’E 84 s

141 Sully’s Trail, Suite 3. Pittsford, N Y 14534 Tel. 585-218-0420 FAX 585-218-0444

Service and Software Quotation

I Customer Name: I Santa Cruz District Attorney’s Office I I Date: 1 October 22, 2007 I Quote#: I 07- 10-000 1 Revised

Descrintion of Service Reauest Services for Constellation Justice Systems (CJS) to update3 the DAMION Prosecutor software to version level 4.3, and then implement the DAMION Discovery module. CJS will work with District Attorney Office’s (Customer’s) administrative and technical staff to perform said services.

DAMION 4.3 Update (total of 3 days, to be done remotely by CJS) 3 :

CJS to Install V4.3 in Test/Training Database (1.5 days remote) Customer to test V4.3 in Test/Training Environment prior to scheduling go-live in Production CJS to Install V4.3 in Production Database (1.5 days remote) Customer to go-live with V4.3 Production Database

DAMION Discovery Module License and Implementation CJS to deliver and install Discovery Software on server to be purchased by Customer. Adobe 8.0 Standard Edition Software (10 copies recommended) to be purchased by Customer and installed by Customer on Discovery server. Customer to also acquire scanner( s) equipment as needed, Installation Services for Discovery and Adobe Software (2 days remot e). Training Services and Go-Live Support (3 days on site)

Training Credit carried over from the Original Agreement Total

Price

$3,000.00

$30,000.00

$0.00

$2,000.00

$3,750.00

($3.130.00) $35.620.00 ’ Services will be performed by CJS personnel working remotely from CJS facilities. Therefore travel and living

expenses will not be incurred nor billed, unless travel to customer location is required. If travel to customer site is required expenses will be billed at cost as incurred. Price excludes all state and local taxes that may apply. Said taxes are the responsibility of the customer. A Price Schedule is included as Attachment A to this Service and Software Quotation. See definitions of Product Update and Product Upgrade that is included on the subsequent page. The addition of the Discovery module is considered to be a Software Upgrade. The Discovery module Software License and associated Annual Silver Maintenance Fee are being acquired by the County of Santa Crux per the terms and conditions of the original Agreement with Constellation Justice Systems Inc. The Annual Silver Maintenance Fee for the Discovery module will be $8,000 and will begin one year from the date of software installation. It is CJS policy that Maintenance is a Standard Calculation (20% of List) for all Customers. Thereafter annual increases, if any, in the maintenance fees will not exceed a percentage increase equivalent to the annual rate of the increase in the consumer price index (CPI).

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0 1 1 8

Amendment - Attachment @,

Milestone # 1 : Successful installation of the DAMION Discovery software and v4.3 in the TestlTraining database

Milestone Payments The following is a milestone payment schedule.

$25 -000. 00 Milestone # 2: Completion of End User Training, Go-Live of Discovery and Go-Live of DAMION v4.3 Milestone #3: Operations for 30 days after the Go-Live of Discovery and v4.3.

Total

$7,120.00

$3,500.00 $35,620.00

Product Update and Upgrade Definitions By licensing DAMION products, customers who remain current on payment of their maintenance plans are entitled to product “Updates” for those modules they have licensed. The following are the definitions for Product Updates versus Product Upgrades:

Product Updates Product Updates are those improvements and/or modifications to the Software that CJS generally makes available as part of the annual maintenance program. Typically these updates include new and improved features and fbnctionality to existing licensed modules.

Product Upgrades A Product Upgrade is any product releases, including added functionality, or major enhancement of the Software, that CJS markets and licenses for additional fees separately from Updates. For example, a customer may decide to upgrade their DAMION installation by obtaining a new module they currently don’t license (i.e. adding the Investigations Module to an installation site that is currently only running licensed copies of the Criminal Module and Civil Modules).

Acceptance If you would like to proceed please sign below and fax to 585-218-0444. A Purchase Order may also be provided that references this quotation and the associated acceptance.

Authorized by:

Name: Eric P. Seib

Title: Chief of Administration A

Authorized Signature: I I

Date:

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