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HomeMy WebLinkAboutC-5505(A)2 - Police Department Computer Aided Dispatch/Records Management System - Software Maintenance AgreementLis OF AMENDMENT NO. EIGHT TO SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT WITH SUPERION, LLC THIS AMENDMENT NO. EIGHT TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT ("Amendment No. Seven") is made and entered into as of this 24th day of January, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SUPERION, LLC, a Delaware corporation ("Consultant"), whose address is 1000 Business Center Drive, Lake Mary, FL 32746 , and is made with reference to the following: RECITALS A. On June 28, 2013, City and SunGard Public Sector, LLC ("SunGard") entered into a Software License and Services Agreement and a Software Maintenance Agreement ("Agreements") for Consultant to provide maintenance, enhancements, and licensing ("Services") for Computer Aided Dispatch/Records Management System ("CAD/RMS"), new releases of Baseline software, and custom modifications as defined and identified in Exhibit 1 within the Agreements ("Project"). B. On August 15, 2014, City and SunGard entered into Amendment No. One to the Agreements ("Amendment No. One") to reflect additional, deleted, and modified services not previously included in the Agreements, and to increase the total compensation. C. On November 21, 2014, City and SunGard entered into Amendment No. Two to the Agreements ("Amendment No. Two") to reflect additional, deleted, and modified services not previously included in the Agreements, as amended, and to increase the total compensation. D. On August 14, 2015, City and SunGard entered into Amendment No. Three to the Agreements ("Amendment No. Three") to reflect additional services not previously included in the Agreements, as amended, and to increase the total compensation. E. On June 28, 2016, City and SunGard entered into Amendment No. Four to the Agreements ("Amendment No. Four") to reflect additional services not included in the Agreements, as amended, and to increase the total compensation. F. On January 23, 2017, City and SunGard entered into Amendment No. Five to the Agreements ("Amendment No. Five") to reflect additional services not included in the Agreements, as amended, and to increase the total compensation. G. On August 14, 2017, City and Consultant entered into an Assignment Agreement that assigned all rights, title and interest in and obligations under the Agreements from SunGard to Consultant. Superion, LLC Page 1 H. On March 26, 2018, City and Consultant entered into Amendment No. Six to the Agreements ("Amendment No. Six") to reflect additional and deleted services not previously included in the Agreements, as amended, and to adjust the total compensation under the Agreements. On May 8, 2018, City and Consultant enter into Amendment No. Seven to reflect additional services not previously included in the Agreements, as amended, and to adjust the total compensation available under the Agreements to not exceed One Million Eight Hundred Sixty Six Thousand Six Hundred Fifty Dollars and 00/100 ($1,866,650.00). J. As of 2022, the total compensation available for Services under the Agreements was exhausted, and Consultant continued to provide Services as requested by City, with the amount in arrears for Services rendered as of the end of year 2022 being a total of One Hundred Thirty Four Thousand Five Hundred Ninety Seven Dollars and 76/100 ($134,597.76), to which the City paid Consultant via purchase order One Hundred Nineteen Thousand Dollars and 00/100 ($119,000.00), leaving a remaining balance in arrears of Fifteen Thousand Five Hundred Ninety Seven Dollars and 76/100 ($15,597.76). K. All costs for licensing under the Agreements having been fully paid, the City desires to continue to utilize Consultant's maintenance Services pursuant to the Agreements through the year 2031, by increasing the total compensation available under the Agreements for prospective Services by an additional One Million Four Hundred Twenty Four Thousand Twelve Dollars and 47/100 ($1,424,012.47), for a revised total not to exceed amount of Three Million Two Hundred Ninety Thousand Six Hundred Sixty Two Dollars and 47/100 ($3,290,662.47). L. The parties now desire to enter into this Amendment No. Eight to compensate Consultant for the remaining amount in arrears for Services rendered through end of year 2022, and additionally, to increase the compensation available under the Agreements for prospective maintenance Services through the year 2031. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Consultant acknowledges that all licensing has been fully paid, and that only ongoing annual maintenance Services continue. Consultant's annual compensation is hereby amended and modified as set forth in the table below to provide additional compensation for the amount in arrears for Services rendered through the end of year 2022, and additionally, to increase the total compensation available under the Agreements for all Services to be performed prospectively in accordance with the Agreements, including all reimbursable items and subconsultant fees, in an amount not to exceed the amounts set forth below, without prior written authorization from City. Superion, LLC Page 2 Year Total Not to Exceed: 2022 (arrears balance) $15,597.76 2023 $138,635.69 2024 $142,794.76 2025 $147,078.61 2026 $151,490.96 2027 $156, 035.69 2028 $160,716.76 2029 $165,538.27 2030 $170, 504.42 2031 $175,619.55 TOTAL: $1,424,012.47 This Amendment reflects additional compensation in a total amount not to exceed One Million Four Hundred Twenty Four Thousand Twelve Dollars and 47/100 ($1,424,012.47). The total compensation available under the Agreements for all Services, including the additional compensation set forth in this Amendment, shall not exceed Three Million Two Hundred Ninety Thousand Six Hundred Sixty Two Dollars and 47/100 ($3,290,662.47). 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Superion, LLC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Eight to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: i / 17/ 2_3 By. ;1 Ua on C. Harp y Attorney ATTEST: Date: 5 oZ By: Leilani I. Bro City Clerk CITY OF NEWPORT BEACH, a California municipal c oration Date: 6• 13-- Z 3 j :.A ayor CONSULTANT: Superion, LLC, a Delaware core ration Date:��7 By-,�a/A ? Kin" A. An erson VP of Sales Date: By: l Barry M intz General Couns and Corporate Secretary [END OF SIGNATURES] Superion, LLC Page 4 AMENDMENT NO. SEVEN TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT WITH SUPERION, LLC THIS AMENDMENT NO. SEVEN TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT ("Amendment No. Seven") is made and entered into as of this 8th day of May, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SUPERION, LLC, a Delaware limited liability company ("Consultant"), whose address is 1000 Business Center Drive, Lake Mary, Florida 32746, and is made with reference to the following: RECITALS A. On June 28, 2013, City and SunGard Public Sector, LLC ("SunGard") entered into a Software License and Services Agreement and a Software Maintenance Agreement ("Agreements") for Consultant to provide maintenance, enhancements, and licensing ("Services") for Computer Aided Dispatch/Records Management System ("CAD/RMS"), new releases of Baseline software, and custom modifications as defined and identified in Exhibit 1 within the Agreements ("Project"). B. On August 15, 2014, City and SunGard entered into Amendment No. One to the Agreements ("Amendment No. One") to reflect additional, deleted, and modified services not previously included in the Agreements, and to increase the total compensation. C. On November 21, 2014, City and SunGard entered into Amendment No. Two to the Agreements ("Amendment No. Two") to reflect additional, deleted, and modified services not previously included in the Agreements, as amended, and to increase the total compensation. D. On August 14, 2015, City and SunGard entered into Amendment No. Three to the Agreements ("Amendment No. Three") to reflect additional services not previously included in the Agreements, as amended, and to increase the total compensation. E. On June 28, 2016, City and SunGard entered into Amendment No. Four to the Agreements ("Amendment No. Four") to reflect additional services not included in the Agreements, as amended, and to increase the total compensation. F. On January 17, 2017, City and SunGard entered into Amendment No. Five to the Agreements ("Amendment No. Five") to reflect additional services not included in the Agreements, as amended, and to increase the total compensation. On August 14, 2017, City and Consultant entered into an Assignment Agreement that assigned all rights, title and interest in and obligations under the Agreements from SunGard to Consultant. H. On March 26, 2018, City and SunGard entered into Amendment No. Six to the Agreements ("Amendment No. Six") to reflect additional and deleted services not previously included in the Agreements, as amended, and to adjust the total compensation under the Agreements. The parties now desire to enter into this Amendment No. Seven to reflect additional services not previously included in the Agreements, as amended, and to adjust the total compensation under the Agreements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit 1 to the Agreements, as amended, shall be supplemented to include the Add -On Quote (which shall be governed by the additional terms contained therein), attached hereto as Exhibit 1, and incorporated herein by reference. The City may elect to delete certain Services within the Add -On Quotes at its sole discretion. 2. COMPENSATION TO CONSULTANT Pursuant to the Add -On Quotes attached hereto as Exhibit 1 (which shall be governed by the terms contained therein), the additional compensation that may be paid to Consultant pursuant to the Agreements shall be increased by One Hundred Twenty Five Thousand One Hundred Sixteen Dollars and 00/100 ($125,116.00), excluding any travel and living expense reimbursements and/or taxes. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. In anticipation of future Service upgrades and enhancements, Amendment No. Four authorized the compensation to Consultant for such future Services in an amount not exceed One Hundred One Thousand Seven Hundred Twenty Dollars and 00/100 ($101,720.00) ("Future Authorization"). Amendment No. Five utilized Fourteen Thousand Fifty Two Dollars and 00/100 ($14,052.00) of the Future Authorization, and Amendment No. Six utilized an additional Twenty Six Thousand Two Hundred Fifty Five Dollars and 00/100 ($26,255.00) of the Future Authorization, leaving a remaining balance of Sixty One Thousand Four Hundred Thirteen Dollars and 00/100 ($61,413.00) for the Future Authorization. This Amendment No. Seven increases the balance of the Future Authorization by One Hundred Twenty Five Thousand One Hundred Sixteen Dollars and 00/100 ($125,116.00) to fully fund the additional Services as outlined in Exhibit 1, and allowing for Sixty One Thousand Four Hundred Thirteen Dollars and 00/100 ($61,413.00) to remain for expenditure on anticipated future Service upgrades and enhancements. Superion, LLC Amendment No. Seven Page 2 The total amended compensation reflects Consultant's additional compensation for additional and potential future Services to be performed in accordance with this Amendment No. Seven, including all reimbursable items and subconsultant fees and, excluding any travel & living expense reimbursement and/or taxes, for a total amount not to exceed One Million Eight Hundred Sixty Six Thousand Six Hundred Fifty Dollars and 00/100 ($1,866,650.00). 3. AMENDMENTS The City Manager is authorized to execute any future modifications or amendments to the Agreement on behalf of the City regarding expenditures of the remaining Future Authorization amount. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Superion, LLC Amendment No. Seven Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Seven to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORWY'S OFFICE Date: Sr/a�/i By: Aaron C. Harp City Attorney ATTEST: � `V, I Date: By: Leilani I. Brown City Clerk Attachments: Exhibit 1 S. LI 8 CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Marshall "Duffy" Duffiled Mayor CONSULTANT: Superion, LLC, a Delaware limited liability company Date: Signed in Counterpart By: Brad Surminsky Chief Financial Officer Date: Signed in Counterpart By: Tom Amburgey Vice President [END OF SIGNATURES] Superion, LLC Amendment No. Seven Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment No. Seven to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNNY'S OFFICE a California municipal corporation Date: 57c2//g Date: By: Aaron C. Harp City Attorney ATTEST: Date: Ava s•z•18 By: Marshall "Duffy" Duffiled Mayor CONSULTANT: Superion, LLC, a Delaware limited liability company Date: .40 1 By: By: Leilani I. Brown City Clerk Attachments: Exhibit 1 Brad Surminsky Chief Financial Officer Date: .9 7 S� By! `Tem1Imburge Vice President [END OF SIGNATURES] Superion, LLC Amendment No. Seven Page 4 EXHIBIT 1 ADD -ON QUOTES Superion, LLC Amendment No. Seven Page A-1 )( SUPERION Quote Prepared For: John Veale, Computer Sys. Mgr., PD Newport Beach Police Department 100 Civic Center Dr NEWPORT BEACH, CA, 92660 (949) 644-3681 gen pd) Date: 03/15/18 Quote Number: Q-00002780 Valid Until: 05/31/18 Add -On Quote Server Replacement Quote Prepared By: Dean Paur, Account Executive Field Sr Superion 4000 OSSI Court High Point, NC 27265 Phone: (407) 304-3322 Fax: (407) 304-1277 dean.paur@superion.com Thank you for your interest in Superion and our software and services solutions. Please review the below quote and feel free to contact Dean Paur with any questions. Third -Party License Fees & Maintenance Product Name Microsoft SQL Server Standard Edition Core License Microsoft Windows Server 2016 Standard Edition Vmware vSphere 6 ESSLPL KIT 3 Hosts Vmware Prod SNS vSphere 6 ESSLPL KIT-3 Year Total Third -Party Hardware Product Name Dell R640- Qty 2 SAN- Qty 1 Switch — Qty 1 Network cable- Qty 8 Total Professional Services Technical Services Product Name ONESolution All Other Technical Services PS Quantity 12855 3878 4183 2924 Quantity 37506 26958 7412 800 License Fee $12,855.00 $3,878.00 $4,183.00 $2,924.00 Maintenance $0.00 $0.00 $0.00 $0.00 $23,840.00 $0.00 Amount $37,506.00 $26,958.00 $7,412.00 $800.00 $72,676.00 Amount $16,000.00 Page 1 ''),T SUPER ION Total $16,000.00 Project Management Product Name Amount ONESolution All Other Project Management PS $5,120.00 Total $5,120.00 Total Professional Services $21,120.00 Summary Product/Service Amount Professional Services $21,120.00 Third -Party License Fees Third -Party Hardware Total Grand Total See Product notes in the Additional Information Section Subtotal $21,120.00 $23,840.00 $72,676.00 Subtotal $96,516.00 $117,636.00 Sales Tax ($96,156 x 7.75%) $7,480.00 $125,116.00 Payment terms as follows, unless otherwise notated below for Special Payment Terms by Product: License, Project Planning, Project Management, Consulting, Technical Services, Conversion, Third Party Product Software and Hardware Fees are due upon execution of this Quote. Training fees and Travel & Living expenses are due as incurred monthly. Installation is due upon completion. Custom Modifications, System Change Requests or SOW's for customization, and Third Party Product Implementation Services fees are due 50% on execution of this Quote and 50% due upon invoice, upon completion. Unless otherwise provided, other Professional Services are due monthly, as such services are delivered. Additional services, if requested, will be invoiced at then -current rates. Any shipping charges shown are estimated only and actual shipping charges will be due upon invoice, upon delivery. Page 2 it SUPERION Annual Subscription Fee(s): Initial annual subscription fees are due 100% on the Execution Date. The initial annual subscription term for any subscription product(s) listed above shall commence on the Execution Date of this Agreement and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for successive one (1) year terms, unless either party gives the other party written notice of non -renewal at least sixty (60) days prior to expiration of the then -current term. The then -current fee will be specified by Superion in an annual invoice to Customer thirty (30) days prior to the expiration of then -current annual period. Superion Application Annual Support: Customer is committed to the initial term of Maintenance and Support Services for which the support fee is included in the License fee(s) and begins upon execution of this Quote and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the prior support period. Support fees shown are for the second term of support for which Superion is committed and which shall be due prior to the start of that term. Fees for subsequent terms of support will be due prior to the start of each term at the then -prevailing rate. Subsequent terms will renew automatically until such time Superion receives written notice from the Customer thirty (30) days prior to the expiration of the then current term. Notification of non -renewal is required prior to the start of the renewal term. Customer will be invoiced, and payment is due, upon renewal. Third Party Product Annual Support Fees: The support fee for the initial annual period is included in the applicable Third Party Product License fees(s) unless otherwise stated. Subsequent terms invoiced by Superion will renew automatically at then -prevailing rates until such time Superion receives written notice of non -renewal from the Customer ninety (90) days in advance of the expiration of the then -current term. Notification of non -renewal is required prior to the start of the renewal term. Customer will be invoiced, and payment is due, upon renewal. As applicable for certain Third Party Products that are invoiced directly by the third party to Customer, payment terms for any renewal term(s) of support shall be as provided by the third party to Customer. Additional Terms: This Quote constitutes an Amendment to the Software License & Services Agreement and the Maintenance/Support Agreement (together, the "Contract and Agreement") by and between the parties hereto. The product and pricing information detailed above comprises the "Exhibit 1" schedule or "Supplement" attached to this Amendment. Except as otherwise provided herein, all terms and conditions of the Contract and Agreement shall remain in full force and effect. Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor. Any software applications listed above which are solely owned by Superion are "Component Systems" under the provisions of the Contract and Agreement. Before signing this Quote, please contact your Account manager if you are not certain which software applications are owned by Superion Any hardware or other third party products and services listed above, including third party software, are "Pay Agency Products" under the provisions of the Contract and Agreement. For training and on -site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses. Comments: Page 3 SUPERION Dell R640- Qty 2 Proc: 20C /40T Ram: 256GB HDD: (2) 400GB SSD QLogic 57810 Dual Port 10Gb Base-T ProSupport Plus: 3 Year Mission Critical 4Hr On -site Service SAN- Qty 1 SCv3020 (SCSI 10Gb iSCSI Dual Controller 24x Dell 600GB, SAS, 15K, 2.5", HDD ProSupport Plus: 3 Year Mission Critical 4Hr On -site Service Cisco Switch — Qty 1 NEXUS 3172T 48 X 1/10GBASE-T AND 6 QSFP+ PORTS QSFP4OG BIDI SHORT -REACH TRANSCEIVER Microsoft SQL Server Standard Edition 2016- 10 Cores Microsoft Windows Server 2016 Standard Edition —100 Cores VMWare VSPHERE 6 ESSLPL KIT 3 HOSTS MAX 2 PROCS PER HOST— Qty 2 VMWare PROD SNS VSPHERE 6 ESSLPL KIT 3YR —Qty 2 Page 4 City of Newport Beach PENINSULA PARK AND BAYVIEW PARK IMPROVEMENTS Contract No. 7226-2 NOTICE TO SUCCESSFUL BIDDER The following Contract Documents shall be executed and delivered to the Engineer within ten (10) days (not including Saturday, Sunday and Federal holidays) after the date shown on the "Notification of Award" to the successful bidder: • CONTRACT WITH REQUIRED INSURANCE CERTIFICATES AND ENDORSEMENTS • LABOR AND MATERIALS PAYMENT BOND • FAITHFUL PERFORMANCE BOND The City of Newport Beach will not permit a substitute format for these Contract Documents. Bidders are advised to review their content with bonding, insuring and legal agents prior to submission of bid. Original Certificate(s) of Insurance, General Liability Insurance Endorsement, and Automobile Liability Insurance Endorsement shall be provided as required by the Contract documents and delivered to the Public Works Department within ten (10) working days after the date shown on the Notification of Award to the successful bidder. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, and (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570. Pursuant to Public Contract Code Section 22300, appropriate securities may be substituted for any monies to be withheld to ensure performance under the Contract. Insurance companies affording coverage shall be (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, and (2) assigned Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. Coverages shall be provided as specified in the Standard Specifications for Public Works Construction, except as modified by the Special Provisions. Certificates of Insurance and additional insured endorsements shall be on the insurance company's forms, fully executed and delivered with the Contract. The Notice to Proceed will not be issued until all contract documents have been received and approved by the City. 22 City of Newport Beach PENINSULA PARK AND BAYVIEW PARK IMPROVEMENTS Contract No. 7226-2 TABLE OF CONTENTS NOTICE INVITING BIDS Cover INSTRUCTIONS TO BIDDERS 3 BIDDER'S BOND 6 DESIGNATION OF SUBCONTRACTOR(S) 9 TECHNICAL ABILITY AND EXPERIENCE REFERENCES 9 NON -COLLUSION AFFIDAVIT 13 DESIGNATION OF SURETIES 14 CONTRACTOR'S INDUSTRIAL SAFETY RECORD 15 ACKNOWLEDGEMENT OF ADDENDA 18 INFORMATION REQUIRED OF BIDDER 19 NOTICE TO SUCCESSFUL BIDDER 21 CONTRACT 22 LABOR AND MATERIALS PAYMENT BOND Exhibit A FAITHFUL PERFORMANCE BOND Exhibit B INSURANCE REQUIREMENTS Exhibit C PROPOSAL PR-1 SPECIAL PROVISIONS SP-1 2 City of Newport Beach PENINSULA PARK AND BAYVIEW PARK IMPROVEMENTS Contract No. 7226-2 BIDDER'S BOND We, the undersigned Principal and Surety, our successors and assigns, executors, heirs and administrators, agree to be jointly and severally held and firmly bound to the City of Newport Beach, a charter city, in the principal sum of Ten percent of amount bid Dollars ($ 10% ), to be paid and forfeited to the City of Newport Beach if the bid proposal of the undersigned Principal for the construction of PENINSULA PARK AND BAYVIEW PARK IMPROVEMENTS, Contract No. 7226-2 in the City of Newport Beach, is accepted by the City Council of the City of Newport Beach and the proposed contract is awarded to the Principal, and the Principal fails to execute the Contract Documents in the form(s) prescribed, including the required bonds, and original insurance certificates and endorsements for the construction of the project within thirty (30) calendar days after the date of the mailing of "Notification of Award", otherwise this obligation shall become null and void. If the undersigned Principal executing this Bond is executing this Bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. Witness our hands this 6th day of March , 2018. S&H Civilworks Name of Contractor (Principal) Authorized SignaturefTitle U.S. Specialty Insurance Company Name of Surety 625 The City Drive South Suite 205 Orange, CA 92868 Address of Surety 714-740-7000 Telephone Authorize • Agent Signature Cynthia Jean Russell, Attorney -in -Fact Print Name and Title (Notary acknowledgment of Principal & Surety must be attached) 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT rov-awa-a-arororo-arorororov-avns-a-a avvv a'a i a aS ea'aZa'a9 a'a a eSrira'.a egre a'Sela a3o s .SSaZa ;�iS rard563Ca ion p 5p a�9 a a l is afar sy s a dvFb and A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Bernardino On March 6, 2018 personally appeared ss. before me,Laurie B. Druck Nota Public Name and Title of Officer (e.g., "Jane Doe, Notary Public") Cynthia Jean Russell LAURIE B. DRUCK Notary Public - California .� San Bernardino County n Commission # 2156851 My Comm. Expires Jul 14, 2020 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. t ,ci ab, 8 DAIWA OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Number of Pages: O Individual 17 Corporate Officer Title O Partner -- O Limited O General O Attorney -in -Fact O Trustee O Guardian or Conservator Other: Signer is Representing: RT THUMBPRINT OF SIGNER Top of thumb here vv Yavavv orialovvvvvvv a ecrcr vti'Saa'aavLv v'Sai vPavYa'b o a av is ar ul6'o oSaIYu ua'urailovaaSo a� dyaa-cra S oa aartreh•-..-..- • POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS: That American Contractors Indemnity Company, a California corporation, Texas__==_ Bonding -Company, an assumed name of American Contractors Indemnity Company, United States Surety Company, a Maryland corporation and U.S. Specialty Insurance Company, a Texas corporation (collectively, the "Companies"), do by these presents make, constitute and appoint: Jay P. Freeman, =i _Je B. Druck, Cynthia J. Young, Cynthia Jean Russell or Christina Mountz of San Bernardino, California its true and lawful Attorney(s)-in-fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety, providing the bond penalty does not exceed *****Three Million***** Dollars ($ **3,000,000.00**). This Power of Attorney shall expire without further action on Noveirtber 3,2019. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Boards of Directors of the Companies: Be it Resolved, that the President, any Vicc-President, any Assistant Vice -President, any Secretary or any Assistant Secretary shall be and is hereby vested with full -- power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and constnretion contracts, and any and all notices and documents txanccling or terminating the Company's liability -- thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if -signed by_thrlPresident and sealed and effectedl by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this -- 1st day of November, 2016. Corporate Seals "�"p 4',; 1 ;.;% 'dNDI„,„4 palDsure,�W y pit,. . ;S� Fj�, (T7°1 O ;m\t.D 0 :2 'y�H,1P1�J AMERICAN CONTRACTORS INDEMNITYCOMPANY -TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY "nuu uu..... . Daniel PAguilarTrtc'resi!t A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. County of Los Angeles SS: On this 1st day of November, 2016, before me, Sabina Morgenstein, a notary publicppersorally appeared Daniel P. Aguilar, Vice President of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. State of California I certify under PENALTY OF-43ERJURY under the laws o f the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. - Signature (Seal) SABINA MORGENSTEIN Commission # 2129259 - _ Notary Public - California Los Angeles County My Comm. Expires Nov 3. 2019 I, Kio Lo, Assistant Secretary of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. In Witness Whereof, 1 have herel}>ito set my hand and affixed the seals of said Companies at Los Angeles, California this -441 day of arehi Corporate Seals ;ray — suRFr =mot iz_ gp; Bond No. V O VO •' 01. SEPT. 251990 Y: mmivomno Agency No. 3501 �4(IF00.N\P y7 .• T` ......................... `NOING r 572:14:'�r�oi Kio Lo, Assistant Secretary STATE OF CALIFORNIA DEPARTMENT OF INSURANCE SAN FRANCISCO • Amended Certificate of Authority NQ 07984 THIS IS TO CERTIFY THAT, Pursuant to the Insurance Code of the State of California, U.S. Specialty Insurance Company of Houston, Texas laws of Texas , organized under the , subject to its Articles of Incorporation or other fundamental organizational documents, is hereby authorized to transact within the State, subject to all provisions of this Certificate, the following classes of insurance: Fire, Marine, Surety, Disability, Liability, Workers' Compensation, Aircraft, and Miscellaneous as such classes are now or may hereafter be defined in the Insurance Laws of the State of California, THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in full compliance with all, and not in violation ofatty, of the applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirernentS itow are, or may hereafter be clanged or amended. IN WITNESS WIIBREOF, effective as of the 29th day of December 2004 , I have hereunto set my land and caused my official seal to be affixed this 29th day of December 2004 By NOTICE: Qualification with the Secretary of State must be accomplished as required by the ' , . ode pro Tilly after issuance of this Certificate of Authority. Failure to do so will be a violation of Insurance Code Section 701 and 1 II be gronndr for revoking this Certificate of Authority pursuant to the convenants made in the application therefor and the conditions contained herein. amend issioner roaM CD) oar oo nog i AMENDMENT NO. SIX TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT WITH SUPERION, LLC THIS AMENDMENT NO. SIX TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT ("Amendment No. Six") is made and entered into as of this 26th day of March, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SUPERION, LLC, a Delaware limited liability company ("Consultant"), whose address is 1000 Business Center Drive, Lake Mary, Florida 32746, and is made with reference to the following: RECITALS A. On June 28, 2013, City and SunGard Public Sector, LLC ("SunGard") entered into a Software License and Services Agreement and a Software Maintenance Agreement ("Agreements") for Consultant to provide maintenance, enhancements, and licensing ("Services") for Computer Aided Dispatch/Records Management System ("CAD/RMS"), new releases of Baseline software, and custom modifications as defined and identified in Exhibit 1 within the Agreements ("Project"). B. On August 15, 2014, City and SunGard entered into Amendment No. One to the Agreements ("Amendment No. One") to reflect additional, deleted, and modified services not previously included in the Agreements, and to increase the total compensation. C. On November 21, 2014, City and SunGard entered into Amendment No. Two to the Agreements ("Amendment No. Two") to reflect additional, deleted, and modified services not previously included in the Agreements, as amended, and to increase the total compensation. D. On August 14, 2015, City and SunGard entered into Amendment No. Three to the Agreements ("Amendment No. Three") to reflect additional services not previously included in the Agreements, as amended, and to increase the total compensation. E. On June 28, 2016, City and SunGard entered into Amendment No. Four to the Agreements ("Amendment No. Four") to reflect additional services not included in the Agreements, as amended, to increase the total compensation for the additional Services therein, and to authorize the future procurement of additional Services. F On January 17, 2017, City and SunGard entered into Amendment No. Five to the Agreements ("Amendment No. Five") to reflect additional services not included in the Agreements, as amended, consistent with the authorization to procure future additional Services set forth in Amendment No. Four. G. On August 14, 2017, City and Consultant entered into an Assignment Agreement that assigned all rights, title and interest in and obligations under the Agreements from SunGard to Consultant. H. The parties now desire to enter into this Amendment No. Six to reflect additional and deleted services not previously included in the Agreements, as amended, and to adjust the total compensation under the Agreements consistent with the authorization to procure future additional Services set forth in Amendment No. Four. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED The following items are to be deleted from Exhibit 1 to the Agreements, as amended: Quote # Item Price Annual Maintenance DAJPQ1347 Interface to Import Crash Data from Brazos to OneSolution RMS $36,720.00 $5,875.00 ($36,720.00) ($5,875.00) TOTAL DELETED ITEMS ($42,595.00) Exhibit 1 to the Agreements, as amended, shall be supplemented to include the Add -On Quotes (which shall be governed by the additional terms contained therein), attached hereto as Exhibit 1 and summarized below, and which are incorporated herein by reference. The City may elect to delete certain Services within the Add -On Quotes at its sole discretion. Quote # Item Price Annual Maintenance Q-00000580 One Solution MCT Upgrades $3,600.00 - Q-00000582 One Solution Field Training Online -Cloud $5,495.00 $1,500.00 (Annual Access Fee) Q-00000583 One Solution Freedom Software & Services $13,820.00 $880.00 Q-00003185 One Solution Computer -Aided Dispatch $960.00 $23,875.00 $2,380.00 TOTAL ADDED ITEMS $26,255.00 Superion, LLC Amendment No. Six Page 2 2. COMPENSATION TO CONSULTANT Consultant has billed (quote # DAJPQ1347) and City has paid the amount of Eighteen Thousand Three Hundred Sixty Dollars and 00/100 ($18,360.00) towards the purchase of the custom modifications deleted by this Amendment No. Six. Consultant agrees to credit City's account in the amount paid sum of Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00) to be used towards License and Services Fees as set forth in Exhibit 1 attached hereto. Consultant absolves and relieves City from the obligation, if any, to pay the remaining balance that may be owed on the deleted custom modifications and services. Pursuant to the Add -On Quotes attached hereto as Exhibit 1 (which shall be governed by the terms contained therein), the additional compensation that may be paid to Consultant shall be in an amount not to exceed Twenty Six Thousand Two Hundred Fifty Five Dollars and 00/100 ($26,255.00). This amount excludes any travel and living expense reimbursement and/or taxes. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. In anticipation of future Service upgrades and enhancements, Amendment No. Four authorized the compensation to Consultant for such future Services in an amount not to exceed One Hundred One Thousand Seven Hundred Twenty Dollars and 00/100 ($101,720.00) ("Future Authorization"). Amendment No. Five authorized the expenditure of Fourteen Thousand Fifty Two Dollars and 00/100 ($14,052.00) of the Future Authorization to Consultant for the additional Services included therein, with the total not - to -exceed amount remaining the same as Amendment No. Four. This Amendment No. Six memorializes the parties' understanding of the expenditures to date and authorizes the expenditure of an additional Twenty Six Thousand Two Hundred Fifty Five Dollars and 00/100 ($26,255.00) of the Future Authorization. The remaining balance of the Future Authorization is Sixty One Thousand Four Hundred Thirteen Dollars and 00/100 ($61,413.00). In addition, Amendment No. Six deletes Services from the overall Scope of Services and reduces the overall total not to exceed amount for the Agreements as set in Amendment No. Four by Forty Two Thousand Five Hundred Ninety Five Dollars and 00/100 ($42,595.00). The total amended compensation reflects Consultant's additional compensation for additional and potential future Services to be performed in accordance with this Amendment No. Six, including all reimbursable items and subconsultant fees and excluding any travel & living expense reimbursement and/or taxes, for a total amount not to exceed One Million Seven Hundred Forty One Thousand Five Hundred Thirty Four Dollars and 00/100 ($1,741,534.00). Superion, LLC Amendment No. Six Page 3 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Superion, LLC Amendment No. Six Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment No. Six to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY',S OFFICE Date: 3/0/6// By: Aaron C. Harp City Attorney ATTEST: Date: By: Le/! ni I.: rown Ci y CI 'k Attachments: Exhibit 1 CITY OF NEWPORT BEACH, a California municipal corporation Date: tk1-0-11 By: Dave Ki City Manager CONSULTANT: Superion, LLC, a Delaware limited liability comp ny Date: l' I /7 16 By: J- - Brad Surminsky Chief Financial Officer Date: it cj l) By - om Amburgey Vice President [END OF SIGNATURES] Superion, LLC Amendment No. Six Page 5 EXHIBIT 1 ADD -ON QUOTES Superion, LLC Page A-1 Add -On Quote Quote Number: Q-00000580 c co 0 0- 0 ± CU § § Q) 0. vi § CU ) \ cy 2 m Ec .co J ( § 0 al 01 0 < 17 0 CO co 7 \ 0 /®ok § k / 7 2 3 t . r _ //0_\ } .. 0 a . 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N u < 1_-• .0 o < > ¢ c ao o ` = a, a s LL w '0 Z L N= c J 3 c a Authorized Signatur 33 0 d 0 10 E � N C Z 0 t v -0 O 0. m 0 O m v OD a Add -On Quote Quote Number: Q-00003185 o .0 a) CI 0.0 0 0 0 c 0 • c z c 0.1 0 E _0 co E a a) N O p Q1 LO up • ' • uo a w u ▪ o a a u C aa 0C v lD °. o a) • a) ▪ m m D v c CO u a _0 C .c,, CC d W a 0> 0 3 a a o 3 a W rn 7`a) O V C1 co z .-1 z z m %� E O c 0 cu Date: 01/31/18 7 0 T C (o L •3 7 a N co i) c 0 u 0 w ate) m ate) co v 0 7 0 0 a) a) L a 3 a, v 0) a 0 0 .47 0 w 0 v N -o c (o a) coo O N 3 0 c c 0 d 0 c EL' `, c L u • 0 N T cu co o C H • o�n U > N '� O aC • 0 u • tea) f-. Product Name •'' 0 C • 0 00 Q co 1. N aJ u a) N io u c s u H 0 u Y 73 0 a) a a) 3 Q. E V c 0 0 w z 0 c 0 7 O O 0 Qvi 0 0 0 0 e-1 0 f- 0 Product Name E u chi a) o E. - •E..., O f0 a) n) Y 7 E O v7 0i C u vN w z z 2 0 o N a a 0 0 0 '.0 Q1 Total Professional Services t 0 O 0 a) a) 07. u0 0 a 7 H 0 0 a) 0o m Q. 7II° a c 3 CO N a) v Ci val o a o al E o c VI 0 (L.J -0 N w a) �.. �' -6 C N R `0 3 °ca -o 'N c a) ac) ° °) c �o .Q Y y a N m IA L m E m a) a o v, a v> u 0 C a) c c a, c0 O 1 = 7 `i O a) h 3 u 'o x p N n L c as E a) `) 2 u p E W al O c Q 7 O aL.. U u (,= L LC w •E al U c a) L (V N O c L c a) t a, 0 ° E T Q E E o- c v v o D o o m v c. t a) 4-- C c L E S a c .., p> E p O t ,O c o 3 `p a c — a) 7„ t , 0 7 3 a) "- u E 7 y E v a c 1. m L " a) E E w N ti v _ c E V C v0 u 0 E N •'� .� m e O O Y O Y (a L C C 7 p Q! aJ (L... 7 ` C 7 '._. 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O L1 La) , I < > ¢ 7 ¢ ¢ LL °u -.1,, >• 0 alcu U 'p 4L-' ai CO ro 0 m C 0 a m cc s 0 0 O u a) L N O N a) a)a) (o c a) a, 0 E 0 0 N 0 a, a al O 0 c 0 V � C O_C E ro E `0 0 c � u '0 0 u O m o CO a 0 a a T.: z civil • CO Z a) Y C a` Authorized Signature: 10 Product Notes: m 0 O m a) 00 a C 95osAla AMENDMENT NO. FIVE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT WITH SUNGARD PUBLIC SECTOR, LLC THIS AMENDMENT NO. FIVE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT ("Amendment No. Five") is made and entered into as of this 23rd day of January, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SUNGARD PUBLIC SECTOR, LLC, a Florida limited liability company ("Consultant"), whose address is 1000 Business Center Drive, Lake Mary, Florida 32746, and is made with reference to the following: RECITALS A. On June 28, 2013, City and Consultant entered into a Software License and Services Agreement and a Software Maintenance Agreement ("Agreements") for Consultant to provide maintenance, enhancements, and licensing ("Services") for Computer Aided Dispatch/Records Management System ("CAD/RMS"), new releases of Baseline software, and custom modifications as defined and identified in Exhibit 1 within the Agreements ("Project"). B. On August 15, 2014, City and Consultant entered into Amendment No. One to the Agreements ("Amendment No. One") to reflect additional, deleted, and modified services not previously included in the Agreement, and to increase the total compensation. C. On November 21, 2014, City and Consultant entered into Amendment No. Two to the Agreements ("Amendment No. Two") to reflect additional, deleted, and modified services not previously included in the Agreement, as amended, and to increase the total compensation. D. On August 14, 2015, City and Consultant entered into Amendment No. Three to the Agreements ("Amendment No. Three") to reflect additional services not previously included in the Agreement, as amended, and to increase the total compensation. E. On June 28, 2016, City and Consultant entered into Amendment No. Four to the Agreements ("Amendment No. Four") to reflect additional services not included in the Agreement, as amended, and to increase the total compensation. F. The parties desire to enter into this Amendment No. Five to reflect additional services not included in the Agreement, as amended, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software Maintenance Agreement shall be supplemented to include the Add -On Quotes (which shall be governed by the additional terms contained therein), attached hereto as Exhibit 1, and are incorporated herein by reference. The City may elect to delete certain Services within the Add -On Quotes at its sole discretion. 2. COMPENSATION TO CONSULTANT Pursuant to the Add -On Quotes attached hereto as Exhibit 1, the compensation that may be paid to Consultant pursuant to the Software License and Services Agreement shall be increased by Eleven Thousand Seven Hundred Dollars and 00/100 ($11,700.00), and the total compensation that may be paid to Consultant pursuant to the Software Maintenance Agreement shall be increased by Two Thousand Three Hundred Fifty Two Dollars and 00/100 ($2,352.00) for a total not to exceed amount, excluding any travel & living expense reimbursement and/or taxes, of Fourteen Thousand Fifty Two Dollars and 00/100 ($14,052.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. The total amended compensation reflects Consultant's additional compensation for additional and potential future Services to be performed in accordance with this Amendment No. Four, including all reimbursable items and subconsultant fees and excluding any travel & living expense reimbursement and/or taxes, in an amount not to exceed One Million Seven Hundred Ninety Eight Thousand One Hundred Eighty One Dollars and 001100 ($1,798,181.00). 3. AMENDMENTS 3.1 The Agreements, as amended, may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. The City Manager is authorized to execute any future modifications or amendments to the Agreements on behalf of the City. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] SunGard Public Sector, LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Five to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT ' RNE 'S OF CE Date: — — , By: �-- Aaron C. Harp City Attorney ATTEST: Date: • 11 By: Leilani I. Brown City Clerk Attachments: M‘$ CITY OF NEWPORT BEACH, a California municipal corporation Date: all \ a By: Dave Kiff City Manager CONSULTANT: SunGard Public Sector, LLC, a Florida limited liability company Date: y)2Sji1 ut)a-Z. By. tom Amburgey Vice President Date: 111.�i By: '0,1/ 17a&tif/r� Robert Valvano Chief Financial Officer [END OF SIGNATURES] Exhibit 1 — Add -On Quote SunGard Public Sector, LLC Page 3 EXHIBIT 1 ADD -ON QUOTE SunGard Public Sector, LLC Page A-1 Add -On Quote SUNGARD 112 Co ,a) - U tLL a)O a t a ` O.c C co ea ai i ca m o i 1 Ct u LU ( ) u J Q Quote Prepared By: (949) 644-3045 0 o0 CD00 moo moo Z• oo 000 C O O N N y CD cD f- CD C() C T r • M40, r<Am' N N r ,-- Ti+O+ to r N N O E� EA C C EA 1- Ts 2 c0i E o. 0 > as vi y ' V O O V O O c a) a) EL o O a o 0 C ♦+ LO I) r-. N N . a) y 7 X T � x CO- M N C c%) U% W to W r c EA.0 V cu U J C O y u 0 a)N O E ct. a) c C 4-) C r f- 3 H O F w U U) L d I- Product Nam c O 0 J 0) cn 2 0 z aU U1 J C 0 O (l) w Z 0 Professional Services O O C O o O O la co co To, CV CV N 4,07, E O o O ri 0 o 03 CO a Product Name o co a � H w ONESolution AVL Server Host License m o 0 > 2 a 2 Product & Services 0 0 0000 o 00 0 U) co rO N C Cp CO M r N EA 4H 4H 6469. 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CJ c U> c 7> U U o o '22 `- • cn 35 • J L 77 aa)) -a a < ccoo v7) H cn m 3 n o .o °c o< FL- s 0. c w SunGard Public Sector I E / § E \ /ru k§ e E f U @ e_ 0 ±0 8 = 7/ CD E co =_ 0)= 2 // .g 7 2 o 0 JDw £g / z % E a '2 5 g CO' 7 o) K 5 % > a \ \ / \ \ @ E 7/ \ 22 f IC) . \ > \ '/ s t o c & 0 5 0. /§ $ 25 CO / / 7 E k / $ _ a) o a a 2 E \ / 0 2 •- 2k a §f /a E/ $._. ® t / \ a 2 E2 '_E �.0 . R = E as ƒ 7E) @ « (g g$ 78 em @ =2 7 \ k .E co / t E e E \ \ co ® _ = o >e �e �y « k< �E Newport Beach Police Printed Name: Authorized Signature: SunGard Public Sector AMENDMENT NO. FOUR TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT WITH SUNGARD PUBLIC SECTOR, LLC THIS AMENDMENT NO. FOUR TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT ("Amendment No. Four") is made and entered into as of this 28th day of June, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SUNGARD PUBLIC SECTOR, LLC, a Florida limited liability company ("Consultant"), whose address is 1000 Business Center Drive, Lake Mary, Florida 32746, and is made with reference to the following: RECITALS A. On June 28, 2013, City and Consultant entered into a Software License and Services Agreement and a Software Maintenance Agreement ("Agreements") for Consultant to provide maintenance, enhancements, and licensing ("Services") for Computer Aided Dispatch/ Records Management System ("CAD/RMS"),new releases of Baseline software, and custom modifications as defined and identified in Exhibit 1 within the Agreements ("Project"). B. On August 15, 2014, City and Consultant entered into Amendment No. One to the Agreements ("Amendment No. One") to reflect additional, deleted, and modified services not previously included in the Agreement, and to increase the total compensation. C. On November 21, 2014, City and Consultant entered into Amendment No. Two to the Agreements ("Amendment No. Two") to reflect additional, deleted, and modified services not previously included in the Agreement, as amended, and to increase the total compensation. D. On August 14, 2015, City and Consultant entered into Amendment No. Three to the Agreements ("Amendment No. Three") to reflect additional services not previously included in the Agreement, as amended, and to increase the total compensation. E. The parties desire to enter into this Amendment No. Four to reflect additional services not included in the Agreement, as amended, to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software Maintenance Agreement shall be supplemented to include the Add -On Quotes (which shall be governed by the additional terms contained therein), attached hereto as Exhibit 1, and are incorporated herein by reference. The City may elect to delete certain Services within the Add -On Quotes at its sole discretion. 2. COMPENSATION TO CONSULTANT Pursuant to the Add -On Quotes attached hereto as Exhibit 1, the compensation that may be paid to Consultant pursuant to the Software License and Services Agreement shall be increased by Forty Nine Thousand Seven Hundred Dollars and 00/100 ($49,700.00), and the total compensation that may be paid to Consultant pursuant to the Software Maintenance Agreement shall be increased by Seven Thousand Seventy Five Dollars and 00/100 ($7,075.00) for a total not to exceed amount, excluding any travel & living expense reimbursement and/or taxes, of Fifty Six Thousand Seven Hundred Seventy Five Dollars and 00/100 ($56,775.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. Subsequent to the execution of Amendment No. Three on August 14, 2015, Consultant provided extra services and maintenance as documented in Exhibit 2 attached hereto and incorporated herein. As a result, the compensation due to Consultant is One Hundred Ninety One Thousand Five Hundred Five Dollars and 00/100 ($191,505.00). In anticipation of future Service upgrades and enhancements that are likely to be provided by Consultant to City, this Amendment No. Four authorizes the compensation to Consultant for such future Services in an amount that shall not exceed One Hundred One Thousand Seven Hundred Twenty Dollars and 00/100 ($101,720.00) As a result of this Amendment No. Four, the total compensation that may be paid to Consultant pursuant to the Agreements is increased by Three Hundred Fifty Thousand Dollars and 00/100 ($350,000.00). The total amended compensation reflects Consultant's additional compensation for additional and potential future Services to be performed in accordance with this Amendment No. Four, including all reimbursable items and subconsultant fees and excluding any travel & living expense reimbursement and/or taxes, in an amount not to exceed One Million Seven Hundred Eighty Four Thousand One Hundred Twenty Nine Dollars and 00/100 ($1,784,129.00). 3. AMENDMENTS 3.1 The Agreements, as amended, may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the SunGard Public Sector, LLC Page 2 City Attorney. The City Manager is authorized to execute any future modifications or amendments to the Agreements on behalf of the City. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] SunGard Public Sector, LLC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTCt(ftIi1i NEY'S OFFICE Date: By: Aaron C. Harp City Attorney ATTEST: � • ��/ !IA Date: Om O(,eltt,llly By: if/14, (4- Leilani I. -Brown City Clerk CITY OF NEWPORT BEACH, a California mun)ipal rpq ation Date: � A By: Dine B. Dixon Mayor CONSULTANT: SunGard Public Sector, LLC, a Florida limited liability company Date: tO 1.Api I CP 1 ` By: �1 Tom Amburgey Vice President Date: By: FL Robert Valvano Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit 1 — Add -On Quotes for Services Exhibit 2 — Extra Services SunGard Public Sector, LLC Page 4 ADD -ON F OT LT n FOR S ARV C[FS SunGard Public Sector, LLC Page A-1 SunGard Public Sector Inc. Phone: 916.933.7132 - Fax - Ematl: dean.pautxsungardps.com SUNGA►RD° PUBLIC SECTOR Quote Prepared For: Add -On Quote Date Quote F Acct Mgr 05/30/16 DAJPQ1347 DeanPaur Newport Beach Police Department Jonathan Stafford 870 Santa Barbara Drive Newport Beach, (A 92660 Phone:949-644.3650 1 `t`r Pan Number `Product Description Unit Price E"mnded Annual Price Maintenance 1 RMS-Q LST MOD INTERFACE TO IMPORT CRASH DATA FROM BRAZOS TO $36,720.00 336,720.00 85,875.00 ONESOLUTIONRMS This is a one-waycrasb/accident interface that imports XML formatted crash records from the Brazos field reporting system to the ONESolution RMS accident module. New records made available from Brazos will be inserted into RMS after the names and vehicles associated with the crash have been candidated against names and vehicles already present in the RMS. An included Data Impon Service will perform the impomng of Brazos data into the OSSIMOB database pending name and vehicle candidating. Customers receiving the Dam lmport Service MUST have the SunGard Mobile Field Reporting server side database (O SIMOB) applications installed and operating in order for the interface to function as designed Quote includes PM and AICservices. ***A0 costs provided bySunGard regarding new development or modifications are costs for SunGard's participation in the development. Any Third Party costs required for the completion of the project have not been included in SunGard's pricing.*** This quote is valid until 08/30/16 T� o[ah 536,720,00 �8g5A0 This Quote constitutes an Amendment to the Software license &Services Agreement and the Maintenance Agreement (together, the "Contract and Agreement") by and between the parties hereto. The product and pricinginformation derailed above comprises the "Exhibit 1" schedule attached to this Amendment. Except as otherwise provided herein, all terms and conditions of the Contract and Agreement shall remain in full force and effect. Anyinterfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor. Any software applications listed above which are solely owned bySunGsard Public Sector are "Component Sy terns" under the pmvisiom of the Comma and Agreement. Before signing this Quote, please contact your Account manager if you are not certain which software applications are owned bySuoGard Public Sector. Any hardware or other thin! patty products andservices listed above, im-6rsingthird party software,are "Pay Agency Products" mauler the provisions of the Contract and Agreement. For training and onsite project management sessions which are cancelled at the request of Customer within founeen (14) days of the scheduled star date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses. Payment Terms are as Follows: License, Project Management, Hardware and Third ParySoftware Fees are due upon execution of this Quote. Installation is due upon completion. Custom Modifications, Development, Conversion, Hardware and Third Party Software Implementation is due 50% on execution of this Quote, and 50% due upon invoice, upon completion Unless otherwise provided, other Professional Services are due monthly, as such services are delivered. Additional services, if requested, will be invoiced at then•curent rates. Training and Travel/Living expenses are due as incurred monthly. Any shipping charges shown are estimated only- actual shipping charges will be due upon delivery. SunGard Public Sector Application Annual Suppon • the initial tent of Maintenance and Support Services is included in License Fees and begins upon execution of this Quote and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the iniial support period Support fees shown for the second term of support shall be due prior to the scan of that term Pees for subsequent terms of support will be due prior to the scan of that term at the then prevailing rare. Third ParyApplieation Annual Support Fees - payment terms shall be as provided by the Third Parry to Customer with the exception that any fees listed above for the initial term of support are due upon execution of this Quote. Accepted: Newport Beach Police Department Signature Date Printed Name 5/30/2016 10:1721 SUNGARD" PUBLIC SECTOR OsSI DAJPQ1347 Page 2 of 2 SunGard Public Sector Inc. Phone: 916.933.7132 - Fax -Email deaapaud4suogardps.com SUNGARDA PUBLIC SECTOR $DaIr 05/30/16 Add -On Quote Quote # Acct Mgr DAJPQ1411 Dean Paur Quote Prepared For. Newport Beach Police Department Jonathan Stafford 870 Santa Barbara Drive Newport Beach, CA 92660 Phone: 949-644-3650 CT Part Number 1 Product Description Un' n Pnce B d Price1 Maintenance 1 RMS-CUST•MOD RMS Brazos Citations Interface $7500.e0 $7500.00 $1200.00 This is a one way interface from Brazos Cmitions into SunGard RMS Gtatioas. SunGard RMS will import citation information provided by Brazos Technologies' Citation. System into the SunGard EMS Citation module. The following fields will be imported: Citation Number, Violators Name/Sex/Race, Offense, Date/Tame, Officer's Name, and Location. Note. This line item is forSuiGard's side of the interface only. The customer is responsible for any costs for Banos Technologic to export this data 1 RMS-PROJ-MGNT PROJECT MANAGEMENT FOR EMS $1,280.c0 $1,280.00 $0.00 Includes professional services from SunGard for management oversight and coordination with the Customer's project management, SunGardb internal resources and any third parry vendors. Includes coordinating with the customer's project manager all SunGatd related deliveries such as application software, implementation services, and scheduling of SumGaid's resources with the customer. 1 RMS-PROF•ADD-IMPL ADDITIONAL IMPLEMENTATLON PROFESSIONAL $2,800.00 S2,800.00 $0.0C SERVICES Iwplementtion Services for Brazos Citation Interface Total: This quote is valid until 08/30/16 $11,580.00 $1,200.00 This Quote constitutes an Amendment to the Software License & Services Agreement and the Maintenance Agreement (together, the "Contract and Agreement") and between the hereto. The product and information detailed above comprises the "Exhibit 1" schedule attached to this Amendment. Except pricing p as otherwise provided herein, all tetras and conditions of the Contract and Agreement shall remain in full force and effect. Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third parry vendor. Anysoftware applications listed above which are solelyowned by$nnGard Public Sector are "Component Systems" under the provisions of the Contract and Agreement. Before signing this Quote, please contact your Account manager if you ate not certain which software applications are owned bySunGaad Public Sector. Any hardware or other third party products and services listed above, inrhadint third party software, are "Pay Agency Products" under the provisions of the Contract and Agreement. For rxaieing and on -site project management sessions which are cancelled at the request of Customer within fourteen (14) days of die scheduled start date, Customer is responsible for entire price of the training oron-site project management plus incurred expenses. Payment Terms are as Follows: License, Project Management, Hardware and Third Party Software Fees are due upon execution of dais Quote. Installation is due upon completion Custom Modifications, Development, Comerson, Hardware and Thud Patty Software Implementation is due 50% on execution of this Quote, and 50% due upon invoice, upon completion. Unless otherwise provided, other Professional Services art due monthly, as such services are delivered. Additional services, if red, will be invoiced at then.current rates. Training and TraveVLiving expenses are due as incurred monthly. Any shipping charges shown are estimated oml" actual shipping charges will be due upon delivery. SunGyard Public Sector Application Annual Support - she initial term of Maintenance and Support Services is included in License Fees and begins upon execution of this Qum and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial suppon period. Support fees shown for the second term of suppon shall be due prior to the stan of that term. Fees for subsequent terms of support will be due prior to the star of that term at the then prevailing rate. 'Third Party Application Annual Support Fees - payment terms shall be as provided by the Third Party to Customer with the exception that anyfees listed above for the initial term of support are due upon execution of this Quota Accepted: Newport Beach Police Department Signature Date Printed Name 5/30/2016 113751 SUNGARD'PUBLIC SECTOR Ossl DAJPQ1411 Page 2 of 2 SunGard Public Sector Inc. Phone:916.933.7132 - Fax - Email dean.pam1suttgardps.com SUNGARD' PUBLIC SECTOR Add -On Quote Date Quote # Acct Mgr 05/30/16 DAJPQ1378 I DeanPaur Quote Prepared For. Newport Beach Police Department Jonathan Stafford 870 Santa Barbara Drive Newport Beach, CA92660 Phone:949-644.3650 Fry Pan Nlunber Product Description 1 RMS-PROF-ADD-IMPL ADDIIONALIMPLEMENTATION PROFESSIONAL VICES CnpLing implementation assistance. One (1) dayof remote service. The service will include transitional replication of the production RMS database to a separate SQL server excluding tables relating so Internal affairs data (Professional Standards) The table exclusion was provided byMike Garner. Employee replication is added via merged replication - A read onlySQL server account would be created and provided to Caplink The client will be expected to provide SunGard a windows server and SQL licensing for the repletion server. This quote is valid unu706/30/16 Unl itce rExtended Annual Price Maintenance $1,400.00 S1,400.00 SOLO Total: r S1,400.00 50.00 This Quote constitutes an Amendment to the Software License &Services Ageement and the Maintenance Ageement (together, the "Contras and Ageement") by and between the parties hereto. The product and pricing information detailed above comprises the "Exhibit 1" schedule attached to This Amendment. Except as otherwise provided herein, all terms and conditions of the Contract and Agreement shall remain in full force and effect. Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system. software from the appropriate third party vendor. tems" under the Any r Agreement olisigning above which contact our edAccount cb� � Public Sector are 'Component manager if you are not certain which softftware applications acre owned bySunGard Public ovisions of the Conuaa and Agreement. Before srgniag this Quote, p So Sector. Anyhatdwarr: or other third parry products and services listed above, including third party software, are "Pay Agency Products" under the provisions of the Comas and Agreement For training and on•sire project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses. Payment Terms are as Follows: License, Project Management, Hardware and Third Pam/Software Fees are due upon execution of this Quote. Installation is due upon compleron. Custom MOdifications,Developraent, Conversion, Hardware and Third Parry Software Implementation is due 50 on execution of this Quote, and 50% due upon invoice, upon completion. T tnlese otherwise provided, other Professional Services are due monthly, as such services are delivered Additional services, if d requested, will be invoiced at that -current rates. Training and Travel/Living expenses are due as incurred monthly. Any shipping tI% only- actual shippicg Aga will be due upon delivery. SunGad Public Sector Application Annual Support - the initial term of Maintenance and Support Services is included in License Fees and begins upon execution of this Quote and extends fora twelve (12) month period Subsequent tams of support will be for twelve (12) month periods, commencing at the end of the initial support period. Support fees shown for the second term of support shall be due prior to the start of that term Fees for subseql uent p m support t will rd be due prior to the start of that term at the then prevailing rate. Third Parry Application Annual Support Fees - payment Party to Customer with the exception that any fees listed above for the initial turn of support are due upon execution of this Quote. Accepted: Newport Beach Police Department Signature Date Printed Name 5/30/2016 11:34:11 SUNGARD' PUBLIC SECTOR oSSI DA]PQ137B Page 2 of 2 EXHIBIT 2 EXTRA SERVICES SunGard Public Sector Page B-1 SUNGARD' PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.sungardps.com No SKU Code/Description/Comment Contract No. 1 RMS Add'I Implementation Prof Svcs - CLETS IF, # 130524 2 RMS Add'I Implementation Prof Svcs - OCATS IF, # 130524 3 JMSAdd'I Implementation Professional Services, # 130524 4 Implementation Services for the Bar Coding Hard Contract # 130524 5 Implementation Services for the Data Backup Sol Contract # 130524 75% Due upon Written Acceptance, Contract 75% Due upon Written Acceptance, Contract 75% Due upon Written Acceptance, Contract ware, 75% Due upon Written Acceptance, ution, 75% Due upon Written Acceptance, 6 OnSite Installation for Application Servers, 75% Due upon Written Acceptance, 130524 Contract # 7 Implementation Services for the Virtualization Software, 75% Due upon Written Acceptance, Contract # 130524 8 RMS Custom Mod - OCATS / CLETS Interface, Contract No. 9 Tax (Type - CV) 10 Tax (Type - IN) 11 Tax (Type - PM) Remit Payment To: SunGard Public Sector Inc. Bank of America 12709 Collection Center Drive Chicago, IL 60693 PSA Reference Number: LOSSI-2015-5057 75% Due upon Acceptance, Contract # 130524 Invoice Units 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Rate 1,050.00 1,050.00 17,490.00 1,050.00 1,050.00 4,200.00 9,450.00 38,625.00 0.00 0.00 0.00 Page Total Subtotal Sales Tax Invoice Total Payment Received Balance Due Extended 1,050.00 1,050.00 17,490.00 1,050.00 1,050.00 4,200.00 9,450.00 38,625.00 0.00 0.00 0.00 73,965.00 73,965.00 0.00 73,965.00 0.00 73,965.00 Invoice SUNGARD° PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800-727-8088 www.sungardps.com No SKU CodelDescription1Comment Contract No. RMS Add'I Implementation Prof Svcs - Orange Co Booking Forms, 75% Due upon Written Acceptance, Contract # 130524 2 RMS Add'I Implementation Professional Services, 75% Due upon Written Acceptance, Contract # 130524 3 CAD Add'I Implementation Professional Services, 75% Due upon Written Acceptance, Contract # 130524 4 RMS Custom Mod - Orange County Booking Forms, 75% Due upon Acceptance, Contract # 130524 Contract No, 0.00 0.00 5 Tax (Type - Cu) 1.00 0.00 0.00 6 Tax (Type - PM) 1.00 Page Total 117,540.00 Remit Payment To: SunGard Public Sector Inc. Bank of America 12709 Collection Center Drive Chicago, IL 60693 PSA Reference Number: LOSSI-2015-6614 Units Rate 1.00 2,100.00 1.00 47,040.00 1.00 52,200.00 1.00 16,200.00 Extended 2,100.00 47,040.00 52,200.00 16,200.00 Subtotal 117,540.00 Sales Tax 0.00 Invoice Total 117,540.00 Payment Received 0.00 Balance Due 117,540.00 DocuSign Envelope ID: F1339164-CEC5-4B67-8712-D60004828493 J ;f AMENDMENT NO. THREE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT BETWEEN CITY OF NEWPORT BEACH, A California municipal corporation and charter city ("Customer") and SUNGARD PUBLIC SECTOR INC., A Florida corporation ("SunGard Public Sector") This Amendment No. Three to the Software License and Services Agreement and Software Maintenance Agreement executed June 28, 2013 (the "Amendment") is entered as of the latest date shown on the signature page of this Amendment by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city and SUNGARD PUBLIC SECTOR INC., a Florida corporation, expressly as provided for in this Amendment. Customer and SunGard Public Sector, intending to be legally bound, agree as follows: 1. Defined Terms. Except as otherwise set forth herein, each defined term in the Software License and Services Agreement and Software Maintenance Agreement executed June 28, 2013 (collectively, the "Agreements") has the meaning ascribed to that term in the Agreements when the term is used in this Amendment. 2. Amendment and Modification to the Agreements. The Agreements are hereby amended and modified as follows: (a) Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software Maintenance Agreement are hereby supplemented to include the Add -On Quotes (which shall be governed by the additional terms contained therein) attached hereto as Exhibit 1 and Exhibit 2, which are incorporated herein by reference. Pursuant to the Add -On Quotes attached hereto as Exhibit 1 and Exhibit 2, the total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be increased by Twenty Five Thousand Seven Hundred Fifty Dollars and 00/100 ($25,750.00), and the total compensation that may be paid to SunGard Public Sector pursuant to the Software Maintenance Agreement shall be increased by Two Thousand Nine Hundred Twenty Eight Dollars and 00/100 ($2,928.00) for a total not to exceed amount, excluding any travel & living expense reimbursement and/or taxes, of Twenty Eight Thousand Six Hundred Seventy Eight Dollars and 00/100 ($28,678.00). 3. Total Compensation. As a result of this Amendment, the total compensation that may be paid to SunGard Public Sector pursuant to the Agreements is increased by Twenty Five Thousand Seven Hundred Fifty Dollars and 00/100 ($25,750.00) Exhibit 1 Component Systems and Services and Two Thousand Nine Hundred Twenty Eight Dollars and 00/100 ($2,928.00) Support of Exhibit 1 Component Systems, for a combined total (for the Agreements, Amendment #1, Amendment #2, and now this Amendment #3) of One Million Four Hundred Thirty Four Thousand One Hundred Twenty Nine Dollars and 00/100 ($1,434,129.00)." Page 1 of 6 DocuSign Envelope ID: F1339164-CEC5-4B67-8712-D60004828493 4. Integration Provision. Except as expressly modified by this Amendment, the Agreements shall remain in full force and effect. The Agreements, as further amended by this Amendment, constitute the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. City of Newport Beach, CA BY PRINT NAME: NW A .t'4 PRINT TITLE: C' C\4 MRNPC. R- DATE SIGNED: € ct.A1M APPROVED AS TO FORM: CRY ATTS OFFICE Dates VNIIC ATTEST: SunGard Public Sector Inc. BY: Looeusigned by: ISA- kaaLUn. F4F503AE4002479_. PRINT NAME: Lisa Neumann PRINT TITLE: Controller DATE SIGNED: August 6, 2015 Aaron O.Harp. City Attorney cii^orliofrr Page 2 of 6 DocuSign Envelope ID: F1339164-CEC5-4B67-8712-D6C004828493 !EXHIBIT 1 - Add -On Quote' $um;Ard Public Scdor Inc. Phony: 91G.933.7132-I'ur.-b:ms&titan .psufiinuneardpss.com SUNGARD" PUBLIC SECTOR Date Add -On Quote \act Mgr Dean Peur Quote Prepared For. Newport Reach Poker Ikpartment Jonathan Stafford 1170 Santa Barbara Drne Newport Reach, C.A 92660 Phone 9d9-64-1-365i, Q r Part \umber I Product Description TAD-C1S7-A!OD C:AD-to-CAD k1.P5fONI IvIP:MI- 9Cp: the proposed C aD-to-CAD solution will vxchangc data between (>nctinlutiun CAD slid the kevntmp t;-1D.Trmm Cha, inkrf..ct ill hub The SunGerd SV11 specification, fin t:\I}to CAD. thisinter6.clwill stg,lxnt u I1Ihyg a opy of ane a nnG:1l Imsesi ancallup. maIn.mum Ili nsh .lid. \\ inn the t c u" at innihe nm D mutt Asystem sonfinmAtion fill lx pad1:1110 the (:dl ?mks ondw »lruling CAD system \Ghranew notes arc added to Al link/ caii, the note, wdl be. sent to the remote Idq<nknt on minors (:9D, stem support dti. hn ,ality). Sohn-Twatgains, o(>)..db. nekl., of thctru,h n. in C:\D will Inns,a,hu.lknt update m...agt to the remote t: \l) 0stcan to tyxlatt tf a nanote incident lh. dxt.e tined functionality i. dhwndun upon the Icy-mnc CAI) ,,stein agrenng la mxl supporting the lbove Hems. I CaAD-PROP=-_ADD VDDldluAAI PR<11.13$V1r 1A AI. SFRVlCpS Implementation and testing lenics related in the C 2r: cunmm moth) cntinn. 1 DIS( ()l_A I DISC)i'ST 1175it Price Hxrended Annual Prue \laintenance SI5JWII.00 515800Al Sl9510%I $393(100 -$7.000i11 -$7y14 LOL Suhl',n,dt S11,850.00 I C:AU l LSI .POD 1,IIANCI IA1If1,EtirAI I Is 11.1i1 CI i S6,Ii0A00 $6.h191 . .Sccnano. Rnpkytt, (knit all some in at the ,nine UM/ . I hc3 dons ha'e b.:otink. hAe police and fire do r, the!. Ita,e to check to with the seam inwec I',ually. that happens 1 q a Lion.the/ an r shift d doe, Sint gel paidf tits umt.:Ht Ihq „tcd them at In lean Li ,urea cads hutpLccd imm�ut of.cnicc.ao. uutdtheacmal.Ian of the sink so it dotY fliess up panrolh uunGa,d will mo ate Mc ficicaa(1 Im.d:n. e, mecl Ibe need, of Ilk cn.mnler h> pntv.dutg a mbgttnalion acting it i<.I. 9,tla TO udittlI I CIcstaft Wilt amrt Inns be a �nberofs nds (mnh or Lie ,xl die abilu,topxclk (Itsrtms the Una shoukl hm °Lc«I in that lu ,d ofG ,\-cureof,sodulltlusvrillun to fully de.cnin this lunsuonaluc. Cost is $6Ho anti mdrxk, l' At and VlC nrdus. 1:9D CUSC AiOD) SabTocal: $6,I40.00 ❑iIFSI \III\'flfRl-{< IP-91<)DII\ I )H1)1-13 $.5;200 l $ . !uo Pro. ick the abdm w iit the off duo tune field to ) Ai) m keep unite/ sewer. on dna loot r if nailed. Subtotal; $S,200.00 Page 3 of 6 50.110 DocuSign Envelope ID: F1339164-CEC5-4867-8712-06C004828493 t Parr \umhcr I Product lk'-w'ripliun 1 C91)-PRO}ISIGS[ It AD I'Rn11 t 1 ;d.1Fo\FI \Ih:ST C:1D pmjecnnanagemrnr includes pn,fc.,unalmines from Son(ford f or project totmlineliffif mid tints et tnanagnnenclhe prOleel 111.0110ttnirtit Ice a1st, ioclmk, aswnlineling with the ciastomera pmitet manager all SunGard related delivrnc, such m Application Nolte, impkmenmtbn ,voices, and scheduling of SmCnnl resources wit du. Cnsmmcr. lhls qurnc a ,-.dial until Off/ SD/ 13 Cron Pricy Fsrcadnl :formal Pnce 1lainttmmtce. $2yar,ir $OJJI) 1T0ra11 $ $25,750.00 ;2,528.00 lhls quoin cffmtmilce an tinatnilmettrm the Solittint lxe,sse & trine, \ girciinin andtIle 36dntal e.\k ere (1 yg al that the 'Contract and �Sentment , b- and hem tic panic hen to. the pnnlucl And pitting urfom,t n derukd 41 mpnscr. the IAl'Ifrl chedule atached to the, incndment F_xccpt a. thenme° prodded Immm. all IAnd tonfhltont of the Contract and .lamemeic:hall remain in lull forte-tm1 efiecr. km' ntedaces fared Alum am mini. et only, tAntomer .hull be ryttit 'feeble jut oltitimng the applicable corllwam, hardware and iyslrm soflw-arr from ilia appmpnam thin) parts kn.. °dinars applicaune lend sink c whiek in wadi w.ned 10 Sett raid d rills het rur as "Compsment Sy:nm under the pmn ;elfin, of lh- I. none/ and \givn,nr tic IL nae.gnh,g dm Quoit. pbaxt r i r Account ininager ifsnu .nn cenait bI\tinware applications ,xnedly mdnnl tubili boor \iy hanhv Cher thin' part. Innh.an and st mittsfried abcuincluding ihird pi rt. Ir sin.an.1:v \gencp ltn,claxlna under the proemial, of t'onure and \Irectin t I or framing Intl .ill pun, manAgc+nam_rsmime ' which an a cikcl at gt.IL he nnton),n9l lint d nco fl4'l _ of the eat -finical sonale d. Cunnn clerl. spous0de fur(inlet puss of the framing nn g in on-sillproiecamainµumemplusincunede.xpenscs- Payment Terms are as Follows: non... Preto'.t Ilanagenatna, Ili rdxarc Ilurd Lana Sidman. I -r n m duc noon cunt n 01 this Quoit ntc. Inttallkhon dut upon c nnpkb,n. rUSI0M \I slmrcanent, [h-ak,p n nl. IdaiJ and hod Pa v,Gxan- lmplo to I)da a 11 eutiem :f the chem. and So' dal upon nonce.up mnpkmm� I� h. rum pr- Icd. other Prot/ coon d 1 ce' an Lin nthl-, mach re Sin end Viclahnxls ,if yor.nd, edl l -i eel at then rent rateraining .. lianal lea I 111e, expev I mc ea. oncl nr,uhlc in. shipping charne..hokanarc tenanted only actual shippnrg chance wiIl be alai van delnu _ sun( Lnl Put Iia ',actor \pplia li r lnnuaCnpp n the nand tk nn td \I ma,,: e ce and : uplx,n Seneca '_ Ink lc l in Inuit,: lre>-md l cpn-upn n exce tinn of this Quote and -xiemh for a twk pm. month period Subsequent e s of suppwl will Inc no neck.- (12, month pa mkt.. endtih at the end ,f the phial auppn ,pe nxl ',Ipp>nl e. nb awn hn..l nl ran dovecot Ipo _ludl he d I o the man (that knn. Pat ( dstypxcn, ,f Rupp, chin pm, to the stare of Out term at the then pre Ilhnerat'1hrd rare \pplicatirn \nnml Support I'- -pa, menm teme. shall Inc Alt monde(' by the l hint Paninn imer cods the caccptain that arryLes s lied above tor the luial tann:1.uperi arc clan upon L....- ined.hisQuote. 0/20/201i 14.1nw SUNGARI).PUBLIC SECTOR OSSI Page 4 of 6 ueI PtdI SIC Page2 oft DocuSign Envelope ID: F1339164-CEC5-4B67-8712-D60004828493 EXHIBIT 2 - Add -On Quote Palatial] Public Sector Inc. 1'Mmn 91fn!B .7132- 1ae: - From]: clen.Nutniamganip SUNGARI). PUBLIC SECTOR Add -On Quote Date 0^_fl4 /1i Quoin A f):\IP Q18r) \cct 11gr '.. Dean year Quote Prepared For. henpnrt Reach Police Ikpnmmcnr Jonathan Sta fiord 820 Santa 6ad)a a Drivc Newport Beath, I: \ 926611 Phone: 9411644- 54 t1ry Partier 1 Product Description Free Jsrcndtrl :Lnnual 1'ru:r \lanuetunce 1 VICI FI FI/DOA[-P2f Af ONiSoluton FRCILXUI Pectinum- t:pgnk tu .lc lun.c $2,500.0n S2,301,07 $411!Ir1 FRP.F.tX) \1 daJi.rn dx Ix,atr of Standard Puldk Snclod. OSpS,lution I'id,lic Sa4n S ituvn m .u' .tphonc• and tabloid . IBhI.IX)\I Ir d mobile I inns applicallon da.,pcd to he pl I form independent epencent. Supported pt t&tmt. inclmk is )S android, and \C'lnd,u c FREEDOM Pranutmt cnntab. Lon \IcLilc Digwml, nunicanlit. aloha,-o atealoha,- phon J I f actlion I :\g oc) a.r la .. \ :corn& . b hc� tic l lh . k i +ipul.�r Ix tier. Hid I tX)AIi mpmwJ+ke) I(.I' lutrnn- IRILAX 1I11 ncdmcn thn fwnrmnhry limlwrr lnchxling " \II of the FRI F.IX )11 1i.,„ (unctions " I3Ut01 inr. 1tonne C\I)Quin 1tantk, %nu \take \d .. icd,z, IK)IO>Leent I limn Se,n6.I Inkling Ftcnit. AIc 1 a,l 121lout. c l (I ,CAD Phone 1/anion. Rtntltnual Sccann Chcdn,KlPs t 11 ofSvdc,L 1mknAchit, 11 iSIcct R\ lnci font Nenml+ " 1.in1 loan- mutt.\ Gp,hle " ACIC (hnn Capdda \dditianni Future, Imcrhicc Capable I DISCOUNT 1.1(tENSIt.EI I nIS((l 4c 1' This quote is tilil until 09iw!)li Page 5 of 6 ..$25110.011 —1 Itat l SOP) Total: 5000 ! $400.00 DocuSign Envelope ID: F1339164-CEC5-4B67-8712-D6C004828493 lhiw Quote C- Ymms I n:1 nenAam uIP the `ninety Ixmid a annlc.. \greenx and the hlainlcnanet \gnunant ftngethea the at Lianas and r\yneemnnt'I In and between the panics hereto the product and pricing infortnmion detailed alms compnsas the `It'xhant I' schedule strachod to this lmendmrnl Cxcrpl AN otherwise provided henit IInuns.and conditions ofthe tome di add:\garme t -hall roman m lull fine deffcet. \nr min dads lined abr.( are I nterfice, do Customer shall be rt. spondhlit for obtaining the apple ahle .ouwart, hard," ant and syncmmftware from tha nppmpnaie third pan, candor. 1m sottdarr applications 'died aba which a ..I I-+ ned Id dint,anl later Senior are 'Comp,.ent Ststann. roper the prosmons of the. nine l anal igmamenl. Before signing this Quote, pleme cIllAtt y OVI- ‘CCIIIIIII IlIan.11,WrIify na art n>I umvt which n+0u, n applications an mama l:SunGard Public Sector. 1ne harclwnre .romtr third panh pnxlue r Andsend' s listed ale rc. i:cluding hind pane ...ft Ca+mmct wd M1 reenwm. 7 , lgaMI NONNI IN"wader the pmnidoits of the for traimnh and on silt protect tuanagtment sedans which ad cancelled a Illy redikal of Customer within fourteen ,Id, dm, cif doe echerinlerl start data, Customer i. sp nsi le for ening Inc of the Inutting or on Mr protect Igen en plus turned expends Payment Terms are as Follows: Attend, Protect Management, l lanhaart audltinl pat',software F ces arc due upon cxecuftca of fins Quote Installation is due upon co pli-n. Cusiom \ mons,Ihuekrpnrtl.Crune dions I lank arc and lhinl Part' Software ImplarllilltAlisin".duo xrun execmtm ol this Qunm, and w.'e. due upon noon c. upon completwn. Ililk's ,themtso prc led, other Profession"' Strewn Alt duct mhh-, o' sod' x -ices am &Inert& 1cIdittonal mens, i( reque.md, dill be ned Al then -cumin rates daunt and pro le lasing expenses re due a inplifnd matlil: is hjp g chagee .shown aretsmnatr: only --actual shippug nhagea will ha due upon deliwe v. 5 unGxrd P bh< Sector \ pplication Annual Support - Iha initial ham of \fahuaunc C and Support Senn a: IN Included1u I nand I>ee. and beton, upon execmn n of this Quon.ind extends for a mac" 1121muth ,rood Suhdgmni tam,of support will he for reel 12)nonth pen..I Sing at the end of the 'timid support pem d-Suppot ittshn,nfin rhoscums' won itiwisp tri:hall hedin ',nigh', the start 01 that tens hats fr:d_cganre of wppoe uill ha Juc pdorto the start DI that tcnn at the then pn}ding inc llt rd ('arty a\pphcuto III h t aI Stipp. ICI P' e' -payment t ems shill be as prtnitkd be the Iherd l am to I:11,1Mmarw d the exit piton t iha:m: fie: /died dune fin l meal temp of .support are dnr upon t 'ammo!' of phi' Quoits 2/+/2I0s 21 41.id SUNGARD'PUBLIC SECTOR OSSI Page 6 of 6 o:11P:yd12tw Page 2of2 SunGard Public Sector Inc. Phone: 916.9337132 - Fax: - Email: dean.pauxtsungardps.com SUNGARD® PUBLIC SECTOR Quote Prepared For: Add -On Quote Date Quote # Acct Mgr 06/26/15 DAJPQ1346 Dean Paur Newport Beach Police Department Jonathan Stafford 870 Santa Barbara Drive Newport Beach, CA 92660 Phone: 949-644-3650 Qty Part Number Product Description 1 CAD-CUST-MOD CAD -to -CAD KEYSTONE INTERFACE t Unit Price Extended Annual Price Maintenance $15,800.00 $15,800.00 $2,528.00 The proposed CAD -to -CAD solution will exchange data between OneSolution CAD and the Keystone CAD system. This interface will utilize the SunGard XML specifications for CAD -to -CAD. This interface will support sending a copy of an event automatically based on call type and location, or manually on demand. When the event is created on the remote CAD system, a confirmation will be posted to the call notes on the sending CAD system. When new notes are added to a linked call, the notes will be sent to the remote system (dependent on remote CAD system to support this functionality). Subsequent updates of specific fields of the incident in CAD will trigger an incident update message to the remote CAD system to update the remote incident. The above listed functionality is dependent upon the Keystone CAD system agreeing to and supporting the above items. 1 CAD -PROF -ADD ADDITIONAL PROFESSIONAL SERVICES $3,950.00 $3,950.00 $Q,QQ Implementation and testing services related to the C2C custom modification. 1 DISCOUNT DISCOUNT-$7,900.00-$7,900.00 $0,00 SubTotal: $11,850.00 1 CAD -COST -MOD CHANGE IN TELESTAFF INTERFACE $6,140.00 $6,140.00 $0.00 Scenario: Employees don't all come in at the same time. They dont have briefing's like police and fire do so they have to check in with the main tower. Usually, that happens 15-30 minutes before their start shift and they dont get paid for that time. So they need them in at least 15 minutes early but placed in an out of service status until the actual start of the shift so it doesn't mess up payroll. SunGard will modify the Telestaff Interface to meet the needs of the customer by providing a new configuration setting in SQLAuto to adjust Telestaff unit scan times by a certain number of seconds (early or late) and the ability to specify the status the unit should be placed in for that period of time. A scope of work will be written to fully describe this functionality. Cost is $6140 and includes PM and AIC services. SubTotal: $6,140.00 1 CAD -OUST -MOD TELESTAFF INTERFACE - MODIFY OFF DUTY $5,200.00 $5,200.00 $0.00 Provide the ability to edit the off duty time field in CAD to keep units/towers on duty longer if needed. SubTotal: $5,200.00 Qty Pan Number Product Description 4 Extended Annual a Unit Price y Price Maintenance 1 CAD-PROJ-MGNT CAD PROJECT MANAGEMENT $2,560.00 $2,560.00 $0.00 CAD project management includes professional services from SunGard for project coordination and project management. The project management fee also includes coordinating with the Customer's project manager all SunGard related deliveries such as application software, implementation services, and scheduling of SunGard's resources with the Customer. This quote is valid until 08/30/15 Total: $25,750.00 ' $2,528.00 This Quote constitutes an Amendment to the Software License & Services Agreement and the Maintenance Agreement (together, the "Contract and Agreement") byand between the parties hereto. The product and pricing information detailed above comprises the "Exhibit 1" schedule attached to this Amendment. Except as otherwise provided herein, all terns and conditions of the Contract and Agreement shall remain in full force and effect. Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor. Any software applications listed above which are solely owned by SunGard Public Sector are "Component Systems' under the provisions of the Contract and Agreement. Before signing this Quote, please contact your Account manager if you are not certain which software applications are owned by SunGard Public Sector. Anyhardware or other third patty products and services listed above, including third party software, are "Pay Agency Products" under the provisions of the Contract and Agreement. For training and on -site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled star date, Customer is responsible for entire price of the training or on -sire project management plus incurred expenses. Payment Terms are as Follows: License, Project Management, Haniware and Third Party Software Fees are due upon execution of this Quote. Installation is due upon completion. Custom Modifications, Development, Conversion, Hardware and Third Party Software Implementation is due 50% on execution of this Quote, and 50% due upon invoice, upon completion. Unless otherwise provided, other Professional Services are due monthly, as such services are delivered. Additional services, if requested, will be invoiced at then -current rates. Training and TraveVLiving expenses are due as incurred monthly. Anyshipping charges shown are estimated only - actual shipping charges will be due upon delivery. SunGard Public Sector Application Annual Support - the initial term of Maintenance and Support Services is included in License Fees and begins upon execution of this Quote and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period. Support fees shown for the second term of support shall be due prior to the start of that term Fees for subsequent terms of support will be due prior to the start of that term at the then prevailing rate. Third Party Application Annual Support Fees - payment terms shall be as provided by the Third Party to Customer with the exception that any fees listed above for the initial term of support are due upon execution of this Quote. Accepted: Newport Beach Police Department v 4)13C\ 14- Signature ibate Printed Name 6/26/2015 14:10:19 SUNGARD'PUBLIC SECTOR • OSSI DAJPQ1346 Page 2 of 2 AMENDMENT NO. TWO TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT BETWEEN CITY OF NEWPORT BEACH, A California municipal corporation and charter city ("Customer") and SUNGARD PUBLIC SECTOR INC., A Florida corporation rSunGard Public Sector") This Amendment No. Two to the Software License and Services Agreement and Software Maintenance Agreement executed June 28, 2013 (the "Amendment") is entered as of the latest date shown on the signature page of this Amendment by and between the CITY OF NEWPORT BEACH, a Califomia municipal corporation and charter city and SUNGARD PUBLIC SECTOR INC., a Florida corporation, expressly as provided for in this Amendment. Customer and SunGard Public Sector, intending to be legally bound, agree as follows: 1. Defined Terms. Except as otherwise set forth herein, each defined term in the Software License and Services Agreement and Software Maintenance Agreement executed June 28, 2013 (collectively, the "Agreements") has the meaning ascribed to that term in the Agreements when the term is used in this Amendment. 2. Amendment and Modification to the Agreements. The Agreements are hereby amended and modified as follows: (a) The following Component Systems are hereby deleted from Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software • ...........,...., Qty ,.,.....y.............. Part# Component System License Fee Second Year Support Fee Computer Aided Dispatch 1 CAD1NT-C20 CAO 2 CAD $ 7,000.00 $ 1,120.00 MobieAPpllaa#ons 1 MCT-BMST1 BASE MOBILE SERVER SOFTWARE UP TO 5 WORKSTATIONS 4,700.00 752.00 6 MOTCLIENT--T1 MCr CLIENT - DIGITAL DISPATCH 3,500.00 560.00 5 MOT-MAP-TI MOT CLIENT - MAPS 59000 80.00 TOTAL $ 16,700.00 $ 2,512.00 TOTAL PAID BY CUSTOMER $ 15,700.00 0 (i) The parties hereby terminate Customer's icense to use the terminated Component Systems. Customer agrees to destroy or return the terminated Component Systems to SunGard Public Sector. In the event Customer elects to re - license the terminated Component Systems in the future, they shall be licensed at the fees in effect at that time. Page 1 of 5 (ii) The total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be reduced by Fifteen Thousand Seven Hundred Dollars and 00/100 ($15,700.00). (iii) The total compensation that may be paid to SunGard Public Sector pursuant to the Software Maintenance Agreement shall be reduced by Two Thousand Five Hundred Twelve Dollars and 00/100 ($2,512.00). (iv) Customer has paid the amount of Fifteen Thousand Seven Hundred Dollars and 00/100 ($15,700.00) towards the purchase of the terminated Component Systems. SunGard Public Sector agrees to credit Customer's account in this amount to be used towards Component System Fees as set forth in Exhibit 1 attached hereto. SunGard Public Sector absolves and relieves Customer from the obligation, if any, to pay the remaining balance that may be owed on the terminated Component Systems. (b) The following Professional Services are hereby deleted from Exhibit 1 to the Software License and Services Agreement: Qty. Part# Description Training installation Total CAD bnpiementation Services 1 CAD-INST-ADD CAD 2 CAD INSTALLATION $ 1.400.00 Mobile Applications implementation 1 MCT-BMS-INST INSTALLATION OF BASE MOBILE SERVER SOFTWARE 4,200.00 1 MCT4MPL MOBILE IMPLEMENTATION 2,800.00 1 MCT-MN -TRN MCT MAINTENANCE TRAINING $ 1,280.00 1 MCT-USR-TRN MCT USER TRAINING 640.00 Total Service Fees $ 1,920.00 $ 8,400.00 $ 10,320.00 Total Pald by Customer 0 (i) The total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be reduced by Ten Thousand Three Hundred Twenty Dollars and 00/100 ($10,320.00). (ii) Customer has not paid any amount towards the purchase of the deleted Professional Services in the table above. SunGard Public Sector absolves and relieves Customer from the obligation, if any, to pay the remaining balance that may be owed on the deleted Professional Services in the table above. (c) Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software Maintenance Agreement are hereby supplemented to include the Add - On Quote (which shall be governed by the additional terms contained therein) attached hereto as Exhibit 1 and incorporated herein by reference. Pursuant to the Add -On Quote attached hereto as Exhibit 1, the total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be increased by Sixteen Thousand One Hundred Thirty One Dollars and 00/100 ($16,131.00), and the total compensation that may be paid to SunGard Public Sector pursuant to the Software Maintenance Agreement shall be increased by One Thousand One Hundred Twenty Dollars and 00/100 ($1,120.00) for a total not to exceed amount of Seventeen Thousand Two Hundred Fifty One Dollars and 00/100 ($17,251.00). Page 2 of 5 3. Total Compensation. As a result of this Amendment, the total compensation that may be paid to SunGard Public Sector pursuant to the Agreements is reduced by Fifteen Thousand Seven Hundred Twenty Dollars and 00/100 ($15,700.00) (Deleted Component Systems), Two Thousand Five Hundred Twelve Dollars ($2,512.00) (Support for Deleted Component Systems), Ten Thousand Three Hundred Twenty Dollars ($10,320.00) (Deleted Services), an increase by Sixteen Thousand One Hundred Thirty One ($16,131.00) Exhibit 1 Component Systems and Services and One Thousand One Hundred Twenty Dollars ($1,120.00) Support of Exhibit 1 Component Systems, for a total of One Million Four Hundred Five Thousand Four Hundred Fifty One Dollars and 00/100 ($1,405,451.00). 4. Integration Provision. Except as expressly modified by this Amendment, the Agreements shall remain in full force and effect. The Agreements, as further amended by this Amendment, constitute the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. [SIGNATURES ON NEXT PAGE] Page 3of5 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: 11 LI/fy By. (C=a r ) Aaron C. Harp City Attorney ATTEST: Date: I By: Leilani I. Brown City Clerk r CITY OF NEWPORT BEACH, a California municipal corporation Date: I%[7\\ 7.0ftk By; Dave Kiff City Manager SUNGARD PUBLIC SECTOR INC., a Florida corporation Date: t:-; €, ts4 By: L-Ji ,niCtre -; Name: Lisa lyoumann, Controller Title: sungard Public Sector Inc Date: 10 I Q.-1 /it By: Nam Title: [END OF SIGNATURES] Page4of5 EXHBIT 1 Add -On Quote <Attach> Page 5of5 CANNA I, SunGard Public Sector Inc. Phone: 916.933.7132 - Par - Email: deampaurilsungardps.com SUNGARD° PUBLIC SECTOR Add -On Quote Date 10/23/14 Quote # DAJPQ1282 AcctMgr 1 Dean Paw Quote Prepared For: Newport Beane Police Department Jonathan Stafford 870 Santa Barbara Drive Newport Beach, CA 92660 Phone•. 949-644-3650 Qty Bart Number 1 Product Description 1 MCT-FREEDOMSER, ONESolution FREEDOM Server FREEDOM delivers the power of SunGard Public Sector's ONESotut on Public Safety Software to smartphones and tablets. FREEDOM is a mobileWM:LS application designed to be platfonnindependent Supported platforms include iOS,Android, and Windows. 1 MCT-FREh,UOMPREM ONESolutioaPREEDOM Premium- Up to 10 Users 62,500.00 12,500.00 $400.00 FREEDOM delivers the power of SouGard Public Sector's ONBSoluton Public Safety Software to smartphones and tablets. FREEDOM is a mobile HTMLS application designed to be platform independent. Supported platforms include 305, Android, and Windows. FREEDOM Premium extends core MobileDispatch functionality onto the mobile phone or tablets of authorized Agency employees. Accessible anywhere in the held with a 3G signal or better, FREEDOM Premhnn provides key !ACT functions. FREEDOM Premium carries this fimctioaality further including. UstitPrice Pxtended inwinammaAanual price. Maintenance $3,S00.00 $3,50 $560.00 " All of die FREEDOM Ease fimctions " BOLO Entry " Advanced CAD Qoery Functions: View ActiveAdvisodes, Active BOLO's, Event Hiistoay Search, Holding Events, My last 12 Hours of CFS, CAD Phone Directory, Residential Security Checks, SOP's, Out of Service Units, Stolen Vehicle Hot Sheet, EMS Incident Search " FireHouse Interface Capable " NCIC Query Capable " Additional Future Interface Capable " AVL Capable I CAD-A4RM-T1 CAD RESOURCE MONITOR DISPLAY LICENSE WITH MAPS $1,000.00 $1,000.00 $160.00 -Up to 5 USERS CAD Resource Monitor (CRM) with maps is a liovted read only version of CAD that allows the Customer to view CAD activity and various calls fox service reports. CRM requires that tine workstation be connected to minimally a 100 MB LAN. The quantity of one (1) means one workstation software license. To have this precinct with mapping functionality, base CAD maps mustbe operational with the CAD System. SubTotalr $7,000A0 1 MCT_IMPL INSTALLATION AND CONFIGURATION OF FREEDOM 64,200.00 $4,200.00 $0.00 Services for the installation and configuration of Freedom. Qty Part Number rProductDeswiption rots: t s: Extended Annual Price Maintenance 1 MCP-PROD-MGNT PROJECT MANAGEMENT SERVICES $1,280.00 $1,280.00 $0.00 Includes professional services flora SunGard for management oversight and coordination with the Customer's project management, SnnGard's internal resources and any third patty vendors. Includes coonlioating with the Custonur'a Project Manager all SunGazdrelated deliveries suck as application software, implementation services, and scheduling of SuaGaxds resources with the Customer. 1 MCC-TJSR--TRN MaUSERTRAINING-FREEDOM $640.00 $640.00 $0.00 Training fax cod -users (10 people max.) on base Freedom. Topic include viewing and updating unit status information, searching. and messaging Class duration = 4 hours. 1 CAD -PROF -ADD ADDITIONAL PROFESSIONAL SERVICES- CAD MRM $700.00 $700.00 $0.00 IMPLEMENTATION 1/2 Day of Services for implementation of CAD MRM 3rd Party Software 1 TI P-PAGEGATE PageGate Network Paging Software $711.00 $711.00 $0.00 PageGate Software is a third party product provided by NotePage, Inc., that allows for multiple paging service providers to be used with SunGard's ONESolution CAD Paging Module. This package includes a 5,000 users license and the command Line ASCII Front End. The Customer is responsible for the following -Providing a Com Port with modem and a dedicated phone line -Paging providers must support TAPI protocol - Obtain paging service from one or more provident - Obtain the access numbers for sending alpha pages to the different paging providers - Verifying TAPI protocol support from all page providers - Bulld and configure all pagers inside of PageGate -Pact and configure pagers with units in CAD - Consideration to group paging should be considered to reduce paging ante SunGard is not responsible fax the warranty or maintenance of thus product. The manufacture's warranty applies. 1 TCH-PROF-SERV Tcdmiral Professional Service Day $1,600.00 $1,600.00 $0.00 1 Day of Technical Professional Services for the insta0ation and set up of PageGate Network Paging3rd Party Software. s Total: G $16,131A0 h $1,120.00 This quote is valid until11/30/14 10/23/2014 1243:42 SUHGA.RD'PUBLIC SECTOR OSSf DA)PQ1282 Page 2 of 3 This Quote constitutes anAmendment to the Software License & Services Agreement and the Maintenance Agreement (together, the "Contract and Agreement") by and between the parties hereto -The product and pricing information detailed above comprises the "Exhibit 1" schedule attached to this Amendment Free pt as otherwise provided herein, all terms and conditions of the Contractaad Agreement shall remain in full forceand effect. Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor. Any software applications listed abovewhich are solely owned by SunGard Public Sector are "Component Systems" under the provisions of the Contract and Agreement Before signing this Quote, please contact your Account manager ifyou ace not certain which software applications are owned by SnGardPublcc Sector. Any hardware or other third party products and services listed above, incinding third party software, are "Pay Agency Products" under the provisions of the Contract and Agreement. For training and on -site project management sessions which are cancelled at the request of Customecwithin fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses. EaymentTetms ate as Follows: License, Project Management, Hardware and Thud Party Software Fees are due upon execution of this Quote installation is due upon completion. Custom Modtfeations,Development, Conversion, Hardware and Third Party SoftwareImplementation is due 50% on execution of this Quote, and 50% doe upon invoice, upon completion. Unless otherwise provided, otherProfesamnal Services are due monthly, as such services are delivered_ Additional services, if requested, will be invoiced at then -current rates. Training and Travel/Living expenses are due as incurred monthly. Any shipping charges shown are estimated only -actual shipping charges willbe due upon delivery. SnaGardPublic Sector Application Annual Support- the initial term of Maintenance and Support Services is included in License Fees and begins upon execution of this Quote and esteods fora twelve (12) month period. Subsequent teams of support will be for twelve (12) month periods, commencingat the end of the initial support period Support fees shown for the second term of support shall be due prior to the start of that tam. Fees for subsequent terms of support will be due prior to the start of that teem at the then prevailing rate. Third Party Application Aomm1 Support Fees -payment terms shall be as provided by the TTdrd Party to Customer with the exception tint any fees fisted above for the initial term of support are due upon execution of this Quote. 10/23/2014 12:43:42 SUNGARD' PUBLIC SECTOR DAJPQ12a2 Page 3 of 3 OSSI AMENDMENT NO. ONE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT BETWEEN CITY OF NEWPORT BEACH, A California municipal corporation and charter city ("Customer") and SUNGARD PUBLIC SECTOR INC., A Florida corporation ("SunGard Public Sector") This Amendment No. One to the Software License and Services Agreement and Software Maintenance Agreement executed June 28, 2013 (the "Amendment") is entered as of the latest date shown on the signature page of this Amendment by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city and SUNGARD PUBLIC SECTOR INC., a Florida corporation, expressly as provided for in this Amendment. Customer and SunGard Public Sector, intending to be legally bound, agree as follows: 1. Defined Terms. Except as otherwise set forth herein, each defined term in the Software License and Services Agreement and Software Maintenance Agreement executed June 28, 2013 (collectively, the "Agreements") has the meaning ascribed to that term in the Agreements when the term is used in this Amendment. 2. Amendment and Modification to the Agreements. The Agreements are hereby amended and modified as follows: (a) The following Component Systems are hereby deleted from Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software Maintenance Agreement: Qty Part # Component System License Fee Second Year Support Fees Records Management System 1 RMS-CRST-T1 CRIME STOPPERS MANAGEMENT MODULE $1,300.00 $208.00 1 RMS-ORD-T1 ORDINANCE MODULE $800.00 $128.00 1 RMS-CFS-T1 CALLS FOR SERVICE MODULE $800.00 $128.00 WORKSTATION RMS-GUST-MOD RMS CUSTOM MODIFICATION — COPLink WARRANT QUERY N/A $1,600.00 Jail Management System 1 JMS-INT-VINE JMS VINE INTERFACE $1,500.00 $240.00 Page 1 of 6 1 JMS-HH-WATCH HAND HELD SPECIAL WATCH MODULE $6,000.00 $960.00 Subtotal $10,400.00 $3,264 1 DISCOUNT Applied Contract Discount (3,120.00) TOTAL $7,280.00 $3,264.00 TOTAL PAID BY CUSTOMER ($7,280.00) 0 (i) The parties hereby terminate Customer's license to use the terminated Component Systems. Customer agrees to destroy or return the terminated Component Systems to SunGard Public Sector. In the event Customer elects to re - license the terminated Component Systems in the future, they shall be licensed at the fees in effect at that time. (ii) The total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be reduced by Seven Thousand Two Hundred Eighty Dollars and 00/100 ($7,280.00). (iii) The total compensation that may be paid to SunGard Public Sector pursuant to the Software Maintenance Agreement shall be reduced by Three Thousand Two Hundred Sixty Four Dollars and 00/100 ($3,264.00). (iv) Customer has paid the amount of Seven Thousand Two Hundred Eighty Dollars and 00/100 ($7,280.00) towards the purchase of the terminated Component Systems. SunGard Public Sector agrees to credit Customer's account in this amount to be used towards Second Year Support Fees as set forth in Exhibit 1 to the Software Maintenance Agreement. SunGard Public Sector absolves and relieves Customer from the obligation, if any, to pay the remaining balance that may be owed on the terminated Component Systems. (b) The following Modification Services are hereby deleted from Exhibit 1 to the Software License and Services Agreement: Qt. Part# Description Project Management Implementation Custom Modifications TOTAL Custom Modifications implementation Services 1 CAD-PROJ- MGNT CAD PROJECT MANAGEMENT FOR MAS ALARM MONITORING INTERFACE $3,840.00 1 CAD-PROJ-ADD- IMPL ADDITIONAL IMPLEMENTATION PROFESSIONAL SERVICES (for MAS Alarm) $2,800.00 1 RMS-PROF- ADD-IMPL ADDITIONAL IMPLEMENTATION PROFESSIONAL SERVICES (for COPLINK) $2,800.00 Custom Modifications 1 RMS-GUST-MOD CAD CUSTOM MODIFICATION- MAS ALARM MONITORING SYSTEM $15,000.00 1 RMS-CUST-MOD RMS CUSTOM MODIFICATION- COPLink WARRANT QUERY $10,000.00 TOTAL SERVICES FEES: $3,840.00 $5,600.00 $25,000.00 $34,440.00 PAID TO DATE BY CUSTOMER $(11,140.00) Page 2 of 6 (i) The total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be reduced by Thirty Four Thousand Four Hundred Forty Dollars and 00/100 ($34,440.00). (ii) Customer has paid the amount of Eleven Thousand One Hundred Forty Dollars and 00/100 ($11,140.00) towards the purchase of the deleted Modification Services in the table above. SunGard Public Sector agrees to credit Customer's account in this amount to be applied to Second Year Support Fees as set forth in Exhibit 1 to the Software Maintenance Agreement. SunGard Public Sector absolves and relieves Customer from the obligation, if any, to pay the remaining balance that may be owed on the deleted Modification Services in the table above. (c) The following Professional Services are hereby deleted from Exhibit 1 to the Software License and Services Agreement: Part# Description Fees Hours CAD -PROF -ADD CAD POWER USER TRAINING $ 480.00 3.00 CAD -PROF -ADD CADADORIONAL SA TRAINING 1,280.00 8.00 CAD-USR-TRN CAD USER TRAINING 6,400.00 40.00 CAD-PGL-TRN CAD FOLLOW-UP TRAINING 6,400.00 40.00 RMS-USR-TRN RMS USER TRAINING 640.00 4.00 RMS-DET-TRN RMS TRAINING FOR DETECTIVES 3,840.00 24.00 RMS-ADD-TRN RMS ADD -ON MODULE USER TRAINING 2,960.00 18.50 RMS-PGL-TRN RMS FOLLOW-UP TRAINING 6,400.00 40.00 MCT-PROF-ADD MCT/MFR USER TRAINING 6,080.00 38.00 MCT-PROF-ADD POST GO LIVE CSO MCT/MFR USER TRAINING 16,640.00 104.00 MCT-PROF-ADD MCT/MFR FOLLOW UP TRAINING 5,760.00 36.00 INT-PROF-ADD INTERNET APPLICATION TRAINING 1,040.00 6.50 JMS-USR-TRN JMS USER TRAINING 13,040.00 81.50 JMS-PGL-TRN JMS FOLLOW-UP TRAINING 5,120.00 32.00 TOTAL TRAINING FEES: $ 76,080.00 475.50 (i) The total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be reduced by Seventy Six Thousand Eighty Dollars and 00/100 ($76,080.00). (ii) Customer has not paid any amount towards the purchase of the deleted Professional Services in the table above. SunGard Public Sector absolves and relieves Customer from the obligation, if any, to pay the remaining balance that may be owed on the deleted Professional Services in the table above. (d) Exhibit 1 to the Software License and Services Agreement and Exhibit 1 to the Software Maintenance Agreement are hereby supplemented to include the Add - On Quote (which shall be governed by the additional terms contained therein) attached hereto as Exhibit 1 and incorporated herein by reference. Pursuant to the Add -On Quote attached hereto as Exhibit 1, the total compensation that may be paid to SunGard Public Sector pursuant to the Software License and Services Agreement shall be increased by One Hundred Thousand Six Hundred Eighty Dollars and 00/100 ($100,680.00), and the total compensation that may be paid to SunGard Public Sector pursuant to the Software Maintenance Agreement shall be increased by Ten Thousand Sixty Four Dollars and 00/100 ($10,064.00) for a total not to exceed amount of One Hundred Ten Thousand Seven Hundred Forty Four Dollars and 00/100 ($110,744.00). Page 3 of 6 3. Total Compensation. As a result of this Amendment, the total compensation that may be paid to SunGard Public Sector pursuant to the Agreements is reduced by Ten Thousand Three Hundred Twenty Dollars and 00/100 ($10,320.00) to One Million Four Hundred Sixteen Thousand Seven Hundred Thirty Two Dollars and 00/100 ($1,416,732.00). 4. Integration Provision. Except as expressly modified by this Amendment, the Agreements shall remain in full force and effect. The Agreements, as further amended by this Amendment, constitute the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. [SIGNATURES ON NEXT PAGE] Page 4 of 6 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT RNE}''S OFFICE Date: 7 l / / /y CITY OF NEWPORT BEACH, a California municipal corporation Date: %1S�1-\ By: / c/ -`� /�r�� By. Aaf �f C. Harp Ci Attorney ATDate: TEST: 9 /(9 fy By: Leilani I. Brown City Clerk Dave Kiff City Manager SUNGARD PUBLIC SECTOR INC., a Florida corporation Date: By: Name: Title: im Brescia, Vice President of Human Resources Wunga,d Pubtic Sector Inc Date: 4 4 7.54 Qoiq By: �I sala N u ann, Controller Name: Title: Sungara Puoiic sector Inc [END OF SIGNATURES] Page 5 of 6 EXHBIT 1 Add -On Quote <Attach> Page 6 of 6 EXHIBIT 1 SunGard Public Sector Inc. Phone: 916.933.7132 - Fax: - Email: dean.paur@sungardps.com SUNGARD® PUBLIC SECTOR Add -On Quote Date Quote k Acct Mgr — 06/12/14 DAJPQ1261 DeanPaur Quote Prepared For. Newport Beach Police Department Jonathan Stafford 870 Santa Barbara Drive Newport Beach, CA 92660 Phone: 949-644-3650 Try Part Number I Product Description Unit Price Extended Annual Price Maintenance Computer Aided Dispatch and MCT 1 CAD-T1 BASE COMPUTER AIDED DISPATCH SYSTEM- POP. TIER-1 $27,300.00 $27,300.00 $4,368.00 Computer Aided Dispatch Includes: Single -Jurisdictional CAD for Police, Fire, and/or EMS Call Taking and Dispatching Functions Tabular Geo-File Subsystem (without maps) Business and Sites Subsystem Unit Recommendation Subsystem Premise/Alert and Hotspots Subsystems 1 CAD-MAP-T1 FIRST CAD MAP DISPLAY AND MAP MAINTENANCE $3,500.00 $3,500.00 $560.00 SOFTWARE LICENSE - POP. TIER 1 Fiat OASIS Map Display and Map Maintenance Software License for a CAD Workstation Includes: Pin Mapping of Calls for Service Data Map Editing and Maintenance software (training not included) Map Display for One Workstation This does not include anyGIS data, related attribute tiara ortho photography or digitizing services. Should the Customer elect to maintain their maps with OASIS, they should use this license exclusively as a map editor and not as a CAD display license. Therefore, another CAD Map Display license would be required for the first CAD workstation. 1 CAD-MAPD-T1 ADDITIONAL CAD MAP DISPLAY LICENSE - POP. TIER 1 $1,000.00 $1,000.00 $160.00 An additional license, in addition to the number of map console licenses in the base CAD system, is required for each additional call taker and dispatch console/workstation to display maps with the CAD system. Each license represents one workstation, not concurrent user. 1 CAD-PG-T1 ALPHANUMERIC PAGING MODULE - POP. TIER 1 The Alpha -Numeric Paging module is designed to automatically send an alphanumeric page to responding units upon dispatch. Our paging module supports the ability to send individual personalized messages to specific pagers directly from CAD. This module supports group paging. For example, a volunteer fire station will need to have a single group Pager Identifier Number (PIN) set up that will alert all firefighters for that specific station. $4,500.00 $4,500.00 $720.00 Fry Part Number I Product Description Unit Price Extended Annual Price Maintenanre 1 CAD-INT-PG CAD INTERFACE TO PAGEGATE $1,000.00 $1,000.00 $160.00 SunGard's interface to NotePage, Inc.'s PageGate software allows the CAD Paging module to interface with the PageGate third partyproduct. PageGate allows multiple paging service providers. This does not include the license fees (PageGate & ASCII Command Line interface) for the PageGate software, SubTotal: $37,300.00 1 DISCOUNT LICENSE FEE DISCOUNT -$37,300.00 -$37,300.00 $0.00 1 CAD-INT-C2C CAD 2 CAD $7,000.00 $7,000.00 $1,120.00 The QC (CAD to CAD) module is designed to transfer events between two independent CAD systems. This is a powerful feature for a dispatch center that is handling an event and needs to route the event to another dispatcher center for action. In addition to call routing, other features of C2C include: Notification of completed transfer. Notification of transferred call dispatched. Notification of failed call transfer if the recipient's C2C system is down. Notification of Nature Code change by originating agency. Transfer of remarks between C2C events. Relay of ProQA summary information (if used). Notification of ProQA response upgrades or downgrades. As a result of the functionality listed above, C2C creates a virtual single site dispatch center allowing for calls to be routed and notes added as if everyone was using one CAD system. This product requires TCP/IP connectivity between the respective Customers. This connectivity is the responsibility of each participating Customer. If a non -dedicated TCP/IP connection is chosen (Le. intemet connectivity), then a VPN solution is highly recommended for security reasons. All firewall and VPN connectivity between the Customers are the responsibility of the participating Customers. 1 CAD-PROJ-MGNT Implementation Services for CAD CAD PROJECT MANAGEMENT Running SubTotal: CAD project management includes professional services from SunGard for project coordination and project management. The project management fee also includes coordinating with the Customer's project manager all SunGard related deliveries such as application software, implementation services, and scheduling of SunGard's resources with the Customer. $7,000.00 $5,120.00 $5,120.00 $0.00 1 CAD-IMPL BASE CAD SOFTWARE IMPLEMENTATION $15,400.00 $15,400.00 $0.00 11 days of services related to implementation of the CAD application, consisting of: Three (3) days of as -needed remote advisory consultation to assist with Customer questions and requests throughout the configuration process. Three remote audits of in -progress configuration to provide feedback on areas for correction and completion (4 days total across the three audits) Two SunGard resources (Technical lead, CAD lead) on -site for two days each at CAD Go Live (Services to be provided M-F, 6 a.m.-6 p.m., not to exceed 8 hours per resource in a 24-hour period). 6/12/2014 15:55:12 SUNGARD'PUBLIC SECTOR OSSI DAJPQ1261 Page 2 of 7 1 `sty FirerI Product Description Unit Price umumar Extended Annual Price Maintenance 1 CAD-INST BASE CAD SOFTWARE INSTALLATION $4,200.00 $4,200.00 $0.00 The CAD installarion includes the installation of SunGard's standard CAD application software on the Customer's server(s). This price includes the configuration of up to three (3) CAD workstations on the Customer's LAN for SunGard's application software. SunGard prefers the CAD servers) to be shipped to SunGard's office in High Point, NC to provide these services. Unless otherwise stated within the quote, the Customer will install and configure the operating system software, install all 3rd pany software on the respective file servers and workstations using SunGard's setup configuration. Customer is responsible for installation and configuration of the Local Area Network. SunGard can provide an optional quote to provide the above fated services. 6/12/2014 15:55:12 SUNGARD° PUBLIC SECTOR OSS I DAJPQ1261 Page 3 of 7 y Pan Number I Product Description Unit Price Extended '411nual Price Maintenance 1 CAD-MAP-WWNV MAP BASED GEOFILE GENERATION This service includes: SunGard will provide 3 days of services to assist with map layers and perform one (1) detailed reviews of the customer's centerline data during project implementation. The objective of this review is to identify suspicious dara elements in the customer's centerline that maybe of issue when used with CAD. Examples include missing ranges, overlapping addresses, reversed ranges, etc. The customer is provided with a summary report and supplemental Excel reports that help identifythe suspicious data. These audits are onlya tool to be used by the customer and are not intended to be a substitute for customer data testing and verification. Additional requested audits are subject to additional professional charges. Special Notes " SunGard supports converting ESRI E00, ESRI Shape or Mapinfo source data This service assumes the customer provides SunGard all required GIS layers and associated data elements (attribute data) and that SunGard is not required to provide any digitizing services. This is an estimate of the services needed; to detennine the final conversion costs SunGard would need to first evaluate the customer's GIS data. " All delays in the project caused by defects of data will be the sole responsibility of the Customer. SunGard shall not assume any liability for any and all errors associated with the converted GIS resources. " The customer is responsible for correcting all errors and ensuring the accuracy of all GIS provided data. " The customer is responsible for digitizing all required map layers to support the public safety GIS-based CAD and RMS subsystems. " The customer is responsible for the validation of all map line work, attribute information and related data as well as providing resources to field to verify all of the GIS data. $4,200.00 $4,200.00 $0.00 NOTICE OF SUNGARDS DEPENDENCY ON CUSTOMERS GIS DEPARTMENT: SunGard's ability to provide conversion services relating to Geographic Information System (GIS), maps or geographic analysis, etc. is contingent on the Customer providing SunGard with the resources and data defined in SunGard's CAD Map Resource Glide that is incorporated into this agreement as an Exhibit. The Customer shall provide SunGard with a centerline file that contains the following: Block ranges (address ranges are required) Street names Street prefixes Street suffixes Jurisdiction/City Code X/Y Coordinate Pairs for each street segment (referred to as ARCS by ARCINFO) The Customer is responsible for the accuracyof the street inventory and for the accuracy of all attribute data associated with street segments. Examples of such accuracy include: Missing streets Missing street segments Missing intersections Errors in street names, street prefixes, street type, etc. 1 CAD-MNT-TRN CAD MAINTENANCE TRAINING $6,400.00 $6,400.00 $0.00 Training for key personnel and system administrators (4-6 people max.) responsible for system configuration (Including setting codes to reflect agency business practices) and maintenance. Class duration = up to 4 days on -site, plus one day of class preparation/follow up. 1 CAD-USR TRN CAD USER TRAINING $6,400.00 $6,400.00 $0.00 Training for end -users (10 people max) on base CAD. Topics include navigation, call -processing, dispatching, searching, and reporting. Class duration = up to 4 days on -site, plus one day of class preparation/follow up. 6/12/2014 15:55;12 SUNOARD" PUBLIC SECTOR OSSI DAJPQ1261 Page 4 of 7 1 `t`Y Part Number I Product Description Unit Price Extended Annual Price Maintenance 1 CAD-INST-ADD CAD 2 CAD INSTALLATION $1,400.00 $1,400.00 $0.00 SunGard Services for installation of the CAD 2 CAD module SubTotal: $43,120.00 2 MCT-MIS-T1 LAN CLIENT LICENSE FOR MESSAGE SWITCH $200.00 $400.00 $64.00 A client license is required for each CAD, RMS or JMS workstation connected to the Customer's LAN or WAN to access SunGard Message Switch. The Message Switch Client provides the following functions: Workstation -to -workstation messaging Mobile -to -workstation messaging (if mobile applications are licensed) SunGard's standard State/NCIC queries The standard set of State/NCIC queries included are Drivers license inquiry, Wanted Person inquiry, Vehicle inquiry, Boat inquiry, Article inquiry, Gun inquiry, Criminal History inquiry, and Admin Message. 1 MCT-SW-T1 MESSAGING SOFTWARE $7,500.00 $7,500.00 $1,200.00 The Message Switch software includes a query interface from the SunGard application for workstation -to -Workstation messaging. Secondarily, it supports State/NCIC queries from the Data Entry window. Responses from the State come back to the user in the message queue. The Message Switch must run on Windows 2008 Server or higher, not a Workstation, due to Client Access License limitations of the workstation. The Message Switch supports basic queries. NOTE: Any State/NCIC data entry functions must be performed with state supplied software or technology The standard set of State/NCIC queries included are Drivers license inquiry, Wanted Person inquiry, Vehicle inquiry, Boat inquiry, Article inquiry, Gun inquiry, Criminal History inquiry, and AdminMessage. 1 MCT-BMS-T1 BASE MOBILE SERVER SOFTWARE UP TO 5 $4,700.00 $4,700.00 $752.00 WORKSTATIONS Server license of SunGard's Mobile Server Software to support up to 5 Mobile Units registered on the Message Switch (not concurrent mobile users). Mobile Server processes all mobile inquiries to SunGani's CAD and RMS databases, 5 MCT-CLIENT-T1 MCC CLIENT - DIGITAL DISPATCH $700.00 $3,500.00 $560.00 Workstation license for the application software for the mobile unit allows the unit to receive and transmit digital (silent) dispatching, car -to -car and car -to -console messaging, premises and call information, magstripe reading (where available). It also performs local, State and NCIC queries, and receives search information and mugshots from RMS. Any additional hardware must be purchased separately. 5 MGT-MAP-T1 MCT CLIENT- MAPS $100.00 $500.00 $80.00 Provides the ability for officers to view maps, automaticallydisplay the location of a CAD event, and view multiple layers of the same map available in CAD. Maps also allows officers the abilityto pin map mobile search results. This module is a prerequisite for SunGard's Automatic Vehicle Locator (AVL) Module. 6/12/2014 15:55:12 SUNGARD' PUBLIC SECTOR OSSI DAJPQ1261 Page 5 of 7 f 1ty Part Number I Product Description 1 CAD-INT-GEN GENERIC FIRE, EMS, LAW EXPORT This interface is designed to export CAD event data that can then be imported and processed bythird party applications. The customer configures by agency the events that will automatically export. This export maybe used for Law, Fire, and EMS. 3rd party must adhere to our spec. Unit Price Extended Annual Price Maintenance $2,000.00 $2,000.00 $320.00 SubTotal: $18,600.00 1 MCT-PROJ-MGNT PROJECT MANAGEMENT SERVICES $3,840.00 $3,840.00 $0.00 Includes professional services from SunGard for management oversight and coordination with the Customer's project management, SunGard's internal resources and any third party vendors. Includes coordinating with the Customer's Project Manager all SunGard related deliveries such as application software, implementation services, and scheduling of SunGard's resources with the Customer. 1 MGT-SWI-IMPL IMPLEMENTATION OF BASE MESSAGE SWITCH $1,400.00 $1,400.00 $0.00 One (1) day of technical services to configure for State Access and to conduct Maintenance Training. 1 MCI'-SWI-INST INSTALLATION OF BASE MESSAGE SWITCH $2,800.00 $2,800.00 $0.00 Installation and setup of SunGard's Base Message Switch application software. The Message Switch must run on Windows 2000 Server or higher. 1 MCT-BMS-INST INSTALLATION OF BASE MOBILE SERVER SOFTWARE $4,200.00 $4,200.00 $0.00 Installation of the base mobile server software includes configuration, setup, and testing on Customer's server for mobile applications. Two (2) days of technical services for server build, ensure communications are working, connect to the message switch, and configure with mobile communications. One (1) day of QA services for application support and configuration to other applications. Also includes Maintenance Training and the installation of the digital dispatch/Mobile Field Reporting application software on up to five (5) mobile computers. 1 MGT-IMPL MOBILE IMPLEMENTATION SERVICES $2,800.00 $2,800.00 $0.00 Two days of remote assistance with Customer questions and requests throughout the MCI' project 1 MCT-MNT-TRN MCI' MAINTENANCE TRAINING $1,280.00 $1,280.00 $0.00 Training for system administrators and key personnel (4-6 people max.) responsible for system configuration (including setting codes reflecting agencybusiness practices) and maintenance. Topics include set-up of MCI' on the server and on laptops and selection of system settings. Class duration = up to 1 day. 1 MCT-USR-TRN MCI' USER TRAINING Training for end -users (10 people max.) on base MCT. Topics include viewing and updating unit status information, searching, and messaging. Does not include training on MFR. Class duration — 4 hours. $640.00 $640.00 $0.00 SubTotal: $16,960.00 6/12/2014 15:55:12 SUNGARD° PUBLIC SECTOR OSSI DAJPQ1261 Page 6 of 7 1 `1rY Part Number I Product Description 1 Unit Price Extended Annual Pnce Maintenance CAD -LE LIVING EXPENSES FOR CAD IMPLEMENTATION SERVICES $15,000.00 $15,000.00 Estimated Travel and Living expenses. Living expenses are budgeted for one travel day per trip and each day on site. The listed travel and living expense costs are a budget quote based on an estimate of the number of trips and the total number of days of on -site professional services that SunGard provides. The Customer will be billed only for the actual cost of travel and living expenses per the terms of the contract. Changes or modifications to the project would be appropriately reflected in the travel and living. Running SubTotab $100,680.00 $0.00 This quote is valid until 09/30/14 CE6roxio$$10,06.4.00 This Quote constitutes an Amendment to the Software License & Services Agreement and the Maintenance Agreement (together, the "Contract and Agreement") by and between the parties hereto. The product and pricing information detailed above comprises the "Exhibit 1" schedule attached to this Amendment. Except as otherwise provided herein, all terms and conditions of the Contract and Agreement shall remain in full force and effect. .Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third party vendor. Any software applications listed above which are solely owned bySunGard Public Sector are "Component Systems" under the provisions of the Contract and Agreement. Before signing this Quote, please contact your Account manager if you are not certain which software applications are owned by SunGard Public Sector. Any hardware or other third party products and services listed above, including third party software, are "Pay Agency Products" under the provisions of the Contract and Agreement. For training and on -site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses. Payment Terms are as Follows: License, Project Management, Hardware and Third Party Software Fees are due upon execution of this Quote. Installation is due upon completion. Custom Modifications, Development, Conversion, Hardware and Third Party Software Implementation is due 50% on execution of this Quote, and 50% due upon invoice, upon completion. Unless otherwise provided, other Professional Services are due monthly, as such services are delivered. Additional services, if requested, will be invoiced at then -current rates. Training and TraveVLiving expenses are due as incurred monthly. Anyshipping charges shown are estimated only- actual shipping charges will be due upon delivery. SunGard Public Sector Application Annual Support - the initial term of Maintenance and Support Services is included in License Fees and begins upon execution of this Quote and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period. Support fees shown for the second term of support shall be due prior to the start of that term Fees for subsequent terms of support will be due prior to the star of that term at the then prevailing rate. Third Party Application Annual Support Fees - payment terms shall be as provided by the Third Party to Customer with the exception that anyfees listed above for the initial term of support are due upon execution of this Quote. 6/12/2014 1555:12 SUNGARD" PUBLIC SECTOR OSS I DAJPQ1261 Page 7 of 7 SOFTWARE MAINTENANCE AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 ("SunGard Public Sector") AND City of Newport Beach, a California municipal corporation and charter city 870 Santa Barbara Dr. P.O. Box 1768 Newport Beach, CA 92658 (for purposes of this Agreement, "Customer") By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements, Schedules, Appendices, and/or Addenda to this Agreement. Customer PRINT NAME: Keith D. Curry PRINT TITLE: Mayor DATE SIGNED: APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 6 By: AarHarp City Attorney 1r SPS Maintenance 711/2010 SunGard Pu ' ector Inc. BY: PRINT NptMEPerkey, Vice President Professional Services AND TITLa`.'nQard Public Sector Inc DATE SIGNED: BY: a.,/,(L9Q PRINT NAME AND TITLE: VP DATE SIGNED: ATTEST: Date: By: Leilan" I. Brow City Clerk Page 1 of 8 CERTIFICATE OF SECRETARY THE UNDERSIGNED, Leslie S. Brush, Secretary of SUNGARD PUBLIC SECTOR INC., a corporation organized and existing under the laws to the State of Florida (the "Corporation"), does hereby certify that the officers listed below are duly elected officers of the Corporation, That They hold the titles set forth opposite their respective names, and that by virtue of such offices they are authorized to enter into and execute instruments and documents in the name of, and on behalf of, the Corporation: NAME Christian Coleman Daniel J. Conway Gilbert 0. Santos OFFICE Vice President & Treasurer Vice President, Sales President & Chief Executive Officer, Public Sector James A. Brescia Vice President, Human Resources Jillian Macau Vice President, Support Operations Raymond H. Perkey Vice President, Professional Services Steven Pratt Vice President, Cloud Solutions IN WITNESS WHEREOF, the undersigned has caused this Certificate of Secretary to be duly executed and the corporate seal to be hereunto affixed this 1d" day of February, 2012. Y Page 2 of 8 c.,e. „e4' 41.2 “T Leslie S. Brush, Secretary SPS Maintenance 7/1/2010 THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the Execution Date. SunGard Public Sector and Customer have entered into a Software License and Services Agreement dated as of the Execution Date (the "License Agreement") for the Software. Customer desires that SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline Software identified in Exhibit 1 on the terms and conditions contained in this Agreement, and for the Custom Modifications identified in Exhibit 1 on the terms and conditions of this Agreement. Accordingly, the parties agree as follows: 1. Incorporation By Reference. Sections 1 (Definitions), Sections 8 through 9, (Confidential Information and Indemnity by SunGard Public Sector, respectively), and Sections 11 through 15, inclusive (Notices, Force Majeure, Assignment, No Waiver, Choice of Law; and Severability), Section 17 through 18 (Insurance and Claims) of the Software License and Services Agreement are incorporated into this Agreement by this reference as fully as if written out below. If any provision incorporated by reference from the Software License and Services Agreement conflicts with any provision of this Agreement, the provision of this Agreement will control, 2. Additional Definitions. "Contract Year" means, with respect to each Baseline Component System and Custom Modification, each one (1) year period beginning on the Execution Date or the anniversary thereof, and ending one (1) year thereafter. "Custom Modification" means a change that SunGard Public Sector has made at Customer's request to any Component System in accordance with a SunGard Public Sector -generated specification, but without any other changes whatsoever by any person or entity. Each Custom Modification for which SunGard Public Sector will provide Customer with Improvements is identified in Exhibit 1. "Defect" has the meaning ascribed to that term in the License Agreement, and further, with regard to each Custom Modification, means a material deviation between the Custom Modification and the SunGard Public Sector -generated specification and documentation for such Custom Modification, and for which Defect Customer has given SunGard Public Sector Notification of and reasonably sufficient information to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both comparable to the Equipment and that is under SunGard Public Sector's control, or that Customer can demonstrate to SunGard Public Sector remotely. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question. "Improvements" means, collectively, Maintenance, Enhancements and New Releases provided under this Agreement. "Maintenance" means using the highest professional standards to provide Customer with avoidance procedures for or corrections of Defects. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first-class firms performing similar work under similar circumstances. The hours during which Maintenance will be provided for each Component System, the targeted response times for certain defined categories of Maintenance calls for each Component System and Custom Modification, and other details and procedures (collectively, the "Maintenance Standards") relating to the provision of Maintenance for each Component System and Custom Modification are described in attached Exhibit 2. "New Releases" means new editions of a Baseline Component System or Custom Modification, as applicable. "Notification" means a communication to SunGard Public Sector's help desk by means of; (i) SunGard Public Sector's web helpline; (ii) the Page 3 of 8 SPS Maintenance 7/112010 placement of a telephone call; or (iii) the sending of an e-mail to SunGard Public Sector. 3. Services. (a) Types of Services. During the term of this Agreement, SunGard Public Sector will provide Customer with Maintenance for, Enhancements of, and New Releases of each Baseline Component System and each Custom Modification identified in Exhibit 1. (b) Limitations. All Improvements will be part of the applicable Baseline Component System/Custom Modification, and will be subject to all of the terms and conditions of the License Agreement and this Agreement. Customer must provide SunGard Public Sector with such facilities, equipment and support as are reasonably necessary for SunGard Public Sector to perform its obligations under this Agreement, including remote access to the Equipment. 4. Payment and Taxes. (a) Maintenance Fees. For the Improvements, Customer will pay SunGard Public Sector the amount provided for in Exhibit 1 as the "Payment Amount" for the first Contract Year. For each Contract Year subsequent to the initial Contract Year, SunGard Public Sector reserves the right to increase the Improvements fees, subject to a maximum increase in any one year of the lesser of: (1) three percent (3%), or (2) the Consumer Price Index — All Urban Consumers (CPI) for the twelve (12) month period prior to first day of the renewal Contract Year. Fees for Improvements for a Baseline Component System/Custom Modification are due on the first day of the first month of the Contract Year for that Baseline Component System/Custom Modification. (b) Additional Costs. Customer will also reimburse SunGard Public Sector for actual travel and living expenses that SunGard Public Sector incurs in providing Customer with Improvements under this Agreement, with reimbursement to be on an as -incurred basis. Such travel and living expenses will be governed by SunGard Public Sector's then current Travel Expense Guidelines, will be invoiced on a monthly basis in arrears and due within thirty (30) days from the date of receipt of the invoice by Customer. Customer will also reimburse SunGard Public Sector for all charges incurred in connection with accessing Equipment. (c) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. 5. Term, This Agreement will remain in full force and effect throughout the initial Contract Year. After the initial Contract Year, this Agreement will renew for an additional Contract Year unless, at least thirty (30) days prior to the expiration of the initial Contract Year, Customer notifies SunGard Public Sector in writing of Customer's intent not to renew the Agreement for the second Contract Year. After the second Contract Year, this Agreement will automatically be extended for consecutive Contract Years on a year-to-year basis unless either party notifies the other in writing of its intent not to extend this Agreement for any particular Baseline Component System/Custom Modification at least thirty (30) days prior to the expiration of the then -current Contract Year. 6. Disclaimer of Warranties. SunGard Public Sector warrants that the services provided herein will be performed in a professional and workmanlike manner and that if the unmodified Component System, in whole or in part, is replaced or upgraded by SunGard Public Sector with replacement or upgraded general release software components to correct Defects, or as an Enhancement, SunGard Public Sector warrants that the Component System, as so upgraded, shall operate with the rest of the unmodified, general release Component System of the same release without any loss of functionality of the rest of the unmodified, general release Component System of the same release. With the exception of the foregoing sentence, Customer agrees and understands that SUNGARD PUBLIC SECTOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY IMPROVEMENTS AND/OR ANY OTHER MATTER RELATING TO THIS Page 4 of 8 SPS Maintenance 71112010 AGREEMENT, AND THAT SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SUNGARD PUBLIC SECTOR EXPRESSLY DOES NOT WARRANT THAT A COMPONENT SYSTEM, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE COMPONENT SYSTEM OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN SUNGARD PUBLIC SECTOR, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. 7. Termination. In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of fifteen (15) calendar days, or if more than fifteen (15) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within fifteen (15) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, Customer shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than thirty (30) calendar days' prior written notice to SunGard Public Sector. In the event of termination under this Section, City shall pay SunGard Public Sector for Improvement Fees due and all reimbursable expenses incurred by SunGard Public Sector up to the effective date of termination for which SunGard Public Sector has not been previously paid. On the effective date of termination, SunGard Public Sector shall deliver to Customer all Documents, whether in draft or final form. 8. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH LIABILITY ARISES. (b) EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 9. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. Customer: City of Newport Beach, a California municipal corporation and charter city EXHIBIT 1 CONTRACT YEAR: Execution Date (or anniversary thereof) through one year thereafter Page 5 of 8 SPS Maintenance 7/1/2010 Improvements for the initial Contract Year are provided at no charge. The "Initial Payment Amount" in the table below represents the Improvements fee for the second Contract Year, and is payable only if Customer elects to extend the term of the Agreement through the second Contract Year, as provided for in Section 5 Term. a Part# Componentys1em inidal Payment Amount Support Type Computer Aided blspatch 1 CAD -SITE BASE COMPUTER AIDED DISPATCH SYSTEM -SITE LICENSE 7,696.00 7x24 4 CAD-CON-T2 ADDITIONAL CAD CONSOLE LICENSE 2,080.00 7x24 1 CAD-MAP-T2 FIRST CAD MAP DISPLAY AND MAP MAINTENANCE SOFTWARE LICENSE 720.00 7424 6 CALLMAPO-T2 ADDITIONAL CAC MAP DISPLAY LICENSE 1,440,00 7x24 7 MCT-AVACAD-CZ CAD CLIENT AVL LICENSE 2,240.00 7224 1 CADE911-T4 Egli INTERFACE MODULE 800.00 7x24 8 MCT-MIS-72 LAN CLIENT LICENSE FOR MESSAGE SWITCH 256.00 7x24 7 CAD-MRM-T2 CAD RESOURCE MONITOR DISPLAY LICENSE WITH MAPS 1,120.00 7x24 1 MAP -CONVERTER MAP CONVERTER SOFTWARE 560.00 7x24 1 CAD-INT'C2C CAD 2 CAD 1,120.00 7x24 1 CAD-PG-T2 ALPHA NUMERIC PAGING MODULE 800.00 7x24 1 CAD-INT-PG CAD INTERFACE TO PAGE GATE 160.00 7x24 Records Management System 1 RMS'BASESITE BASE RECORDS MANAGEMENT SYSTEM - SITE LICENSE 11,600.00 7x24 i RM5.8AR HOST-T9 BAR CODING SERVER LICENSE WORKSTATION 912.00 7x24 i RMS-ACCIDENT-T9 BASIC ACCIDENT MODULE WORKSTATION 672,00 7x24 1 RMS-MF-BE NOTIFICATION MODULE WORKSTATION 1,712.00 7x24 1 RMS-MAP-T9 RMS MAP DISPLAY AND PIN MAPPING LICENSE WORKSTATION 1200.00 7x24 1 RM9-BAR-CLIENT-T9 BAR CODING HAND-HELD CLIENT LICENSE - EACH WORKSTATION 150.W 7x24 1 RMS-BIKE-T1 BELE REGISTRATION MODULE WORKSTATION 128.00 7224 i RM$LINK-T9 LINK ANALYSIS MODULE 3,344.00 7x24 1 RMS-P&E-T1 PROPERTY AND EVIDENCE MODULE WORKSTATION 4k9.00 7524 1 RMS-P2P POLICE TO POLICE INTERNET DATA SHARING 7x24 1 RMS-RSW-Tt RESIDENTIAL SECURITY WATCH MODULE WORKSTATION 128.00 7x24 1 RMS-TRAIN-Tt TRAINING MODULE WORKSTATION 288.00 7x24 1 RMSGA-Ti CRME ANALYSIS MODULE 1,008.00 7x24 1 RMSCAPLUS-T9 CRIME ANALYSIS Pt.US 3,344.00 7424 1 RMSCFS-T1 CALLS FOR SERVICE MODULE WORKSTATION 128,00 7x24 i RMS-WIZ'SASE-T2+ ACCIDENT WIZARD BASE SERVER LICENSE 600.00 7x24 15 RMS-WIZ-CLIENT-T9 ACCIDENT WIZARD WORKSTATION LICENSE 456,00 7424 1 RMS-ANIMAL-T1 ANIMAL CONTROL MODULE 608,00 7x24 1 FM$-CANINE-T1 CANINE TRACKING MODULE 448,00 7x24 i RMS-CRST-T1 CRIME STOPPERS MANAGEMENT MODULE 208.00 7x24 1 PM58R-T1 FELONY REGISTRATION MODULE 128.00 7x24 1 RMS'NTELLIGENCE-Tt INTELLIGENCE MODULE 608,00 7x24 1 RMS-0RD-T1 ORDINANCE MODULE 128,00 7224 1 RMS-0TRMSTR-T1 QUARTERMASTER MODULE 448.00 7x24 1 RMSSOFF-Tt SEX OFFENDER MODULE 1.216.0D 7x24 Mobile Applications 1 MCT-BMSSITE BASE MOBILE SERVER SOFTWARE WORKSTATIONS SETE LICENSE 4,960.W 7x24 1 MCT-MFR-REV-T9 REVIEW MODULE FOR FIELD REPORTING WORKSTATIONS 4,224,00 7x24 50 MCT-CLIENT-T9 MCT CLIENT- DIGITAL DISPATCH 5600.CO 7x24 50 MCT-MAPT9 MCT CLIENT -MAPS 800.49 7x24 r0 MCT-MFR-OFF-T9 MFR CLIENT- BASE T!OFFENSE 6,403.00 7424 25 MCT-MFR-MBLNCLENT-T9 MFR CLIENT- MOBLAN VERSION 1,600.00 7x24 1 MCT-AVL-HOST-T9 AVL SERVER HOST LICENSE 4,208.M 7x24 60 MCT-AVLCLIENT-T9 MCT CLIENT - AVL 800.00 7x24 50 MCT-MFR-ARREST-T9 MFR CLIENT -ARREST 2,400.00 7224 50 tp MCT-MFR-ACC-T9 MFR CLIENT- ACCIDENT REPORTING 3,200.00 7224 MC7-MFRCANINE-T9 MFR CLIENT - CANINE 480.00 7224 Message Switch i MCTSWI-T4 STATE/NCIC MESSAGING SOFTWARE 1,440.00 7x24 Web Based Applications 1 INT-P2C POLICE 2 CITIZEN 1,120,00 7224 Jail Management System 1 JMS-SASE-SITE JAIL MANAGEMENT SYSTEM MODULE WORKSTATION SITE LICENSE 2,960,00 7424 4 JMS-INT-VINE ALAS VINE INTERFACE 240.00 7x24 i AT HAND HAND HELD SPECIAL WATCH MODULE 960.00 7x24 Custom Modification 1 ALMS -GUST -MOD RMS CUSTOM MODIFICATION - OCATS/CLETS INTERFACE 8,240.00 7x24 1 REUST-MODSYSTEM 2,400.00 1 RMSCUST-MOD RMS CUSTOM MODIFICATION - ORANGE COUNTY BOOKING FORMS 3,456.00 7x24 1 RMSCUST-MOD RMS CUSTOM MODIFICATION - COPLink WARRANT QUERY 1,600.00 7x24 PAYMENT AMOUNT (2nd Contract Year) $ 105990.00 Improvements fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are being remitted. Improvement fees for any Contract Year subsequent to the second full Contract Year are subject to change no more than once per contract year period and will be specified by SunGard Public Sector in an annual invoice, Any increase in improvement fees is subject to a maximum increase in any one year of the lesser of: Page 6 of 8 SPS Maintenance 7/1/2010 (1) three percent (3%), or (2) the Consumer Price Index (CPI) All Urban Consumers (designated by the Bureau of Labor Statistics as "CPI-U") using the following criteria: (a) unadjusted for seasonal differences; (b) for all items; and (c) percentage change shall be for the twelve (12) month period prior to first day of the renewal Contract Year. SunGard Public Sector will invoice Customer at least sixty (60) days prior to the expiration of the then current term. APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. Improvements Surcharge Imposed In Certain Instances: At the commencement of any Contract Year where Customer is operating on a version of a Baseline Component System that is more than two (2) general release versions behind the then -current release for any Component System, SunGard Public Sector will assess a ten percent (10%) surcharge over and above the Improvements fee for that Contract Year, with such surcharge to be imposed on a prorated basis for the portion of the Contract Year that Customer remains on a general release version that is more than two (2) releases behind the then - current release of the Component Systems in question. Once Customer is using a release that is no more than two (2) general release versions behind the then -current release, the Improvements surcharge will be removed on a prospective basis, as of the date that Customer is using the release that is no more than two (2) general release versions behind the then -current release. Page 7 of 8 SPS Maintenance 711/2010 EXHIBIT 2 Maintenance Standards Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: As indicated in the "Support Type' column in Exhibit 1. "7x24" means Seven (7) days per week, 24 hours per day. ("5x9") means Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays. II. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Baseline Component Systems/Custom Modifications identified in Exhibit 1 of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector "Telephone Support" hour occurring after SunGard Public Sector's receipt of the Notification: Priority Description Response Goal* Resolution Goal* Urgent t A support issue shall be considered Urgent when it produces a Total System Failure; meaning SunGard Public Sector's Component Systems are not performing a process that has caused a complete work stoppage. SunGard Public Sector has a stated goal to respond within 60 minutes of the issue being reported and have a resolution plan within 24 hours. Although resolution times vary depending on the exact issue and customer environment, SunGard Public Sector has a stated goal to resolve an urgent issue within 24 hours OR provide a resolution plan with urgent issues within 24 hours of the issue being reported. A resolution plan details the steps necessary to understand and possibly resolve the issue. Critical 2 A support issue shall be considered Critical when a critical failure in operations occurs; meaning SunGard Public Sector's Component Systems are not performing a critical process and prevents the continuation of basic operations. Critical problems do not have a workaround. This classification does not apply to intermittent problems. SunGard Public Sector has a stated goal to respond within two hours of the issue being reported. Non- Critical 3 A support issue shall be considered Non -Critical when a non critical failure in operations occurs; meaning SunGard Public Sector's Component Systems are not performing non -critical processes, but the system is still usable for its intended purpose or there is a workaround. SunGard Public Sector has a stated goal to respond within four hours of the issue being reported. Minor 4 A support issue will be considered Minor when the issue causes minor disruptions in the way tasks are performed, but does not affect workflow or operations. This may include cosmetic issues, general questions, and how to use certain features of the system. SunGard Public Sector has a stated goal to respond within 24 hours of the issue being reported. * Measured from the moment a Case number is created. As used herein a "Case number" is created when a) SunGard Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard Public Sector's online support portal, and b) when SunGard Public Sector's support representative assigns a case number and conveys that case number to the Customer, Page 8 of 8 SPS Maintenance 711/2010