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Aptean Agreement Post Implementation Services Agreement ORDER FORM This Order Form is hereby incorporated into the Master License Agreement dated January 1, 2010(as amended from time to time,the"Agreement") between Advanced Public Safety, Inc. ("Aptean") and Sandy Police Department ("Customer"). This Order Form is dated and effective as of the last date entered in the signature blocks below(the "Effective Date").Aptean will provide Customer with the solution set forth below pursuant to the Agreement,which is incorporated herein by reference. In case of any conflict between the Agreement and this Order Form,the terms and conditions of this Order Form shall control. Aptean Sales Person: Patrick Coleman Customer Contact Name: ...... Qu�to Billing L f9rs ton Gu.. to -,phi In Information Name: Name: NiekAVeiteh Title: ,..a �.°: .,�t � Title: 11Q A Address: 39250 Pioneer Blvd Address: 39850 Pleasant Street Sandy, OR 97055 Sandy, OR 97055 United States United States Phone: q Phone: Email: a(i(, 4 .,,a �� � . a w.0 � .� >W Email; _.... Fax. ,. tt�y ..... i ..,„ ''Fax: Invoicing and Payment Terms: 1. Do not pay from this Order Form.Aptean will invoice Customer upon execution of this Order Form for the fees set forth below plus applicable taxes. 2. Customer shall pay Aptean Net 30 days from the date of invoice. 3. If applicable, maintenance service fees after the initial term will be invoiced Annually. 4. Aptean has a NO REFUND policy. This Order Form, together with the Agreement, constitutes the entire agreement and supersedes all prior agreements (verbal or written) between the parties with respect to the subject matter hereof. Customer's acceptance of the software licensed hereunder is as delivered,with no expectation that Aptean would customize or modify the software for the Customer's specific business requirements unless agreed to in writing and signed by both parties. Product License Metric Qty Maintenance Maintenance Price Maintenance Start Date End Date SmartExport-Lite Site 1 Effective Sep 23, USD 2,500.00 USD 331.64 Date 2018 Software Total = USD 2,500.00 Prorated Maintenance Total = USD 331.64 2017-86246 Software License and Maintenance Total = USD 2,831.64 Services Unit Qty Price APS Post-Implementation Services (Fixed Fee) Fixed 1 USD 2,150.00 Services Total = USD 2,150.00 Total = USD 4,981.64 If a party executes this Order Form via electronic signature, then such electronic signature shall be deemed to be such party's original signature for all purposes. The exchange of copies of this Order Form and of the signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Order Form as to the parties and may be used in lieu of the original Order Form for all purposes. *The Prorated Maintenance Total is an estimate and will be adjusted based on the actual Maintenance Start Date.Any such adjustment decreasing the Prorated Maintenance Total will decrease the Software License and Maintenance Total and the aggregate Total amount stated above. 2017-86246 ORDER FORM SIGNATURE PAGE Sandy Police De ,a .o_t Advanced Public Safety, Inc. By: .,,.. By: Authorized Signature Authorized Signature ' �, , , ; Printed Name Printed Name a , � c Tit Title: 9 —X, Date: Date: PO#: Tax Exempt#: q WHEREWORKS Statement of Work #2017-86246 Author: Patrick Coleman Title: Inside Account Manager Email: Patrick.Coleman@aptean.com Date Issued„ December 28, 2017 Customer Sandy Police Department 2017-86246 4 This Statement of Work("SOW") is hereby incorporated as an exhibit to the Professional Services Agreement dated 1/1/2010 (the"Agreement") previously executed between Advanced Public Safety, Inc. ("Aptean") and Sandy Police Department("Customer"). This SOW shall be subject to the terms and conditions of the Agreement. In case of any conflict between the Agreement and this SOW, the terms and conditions of this SOW shall control. Aptean and the Customer agree that the Services and Service Deliverables to be provided by Aptean pursuant to this SOW are set out in the attached schedule (the "Schedule"), which is hereby incorporated into this SOW. All references to this SOW shall include the Schedule however in case of any conflict between the terms and conditions of this SOW and the Schedule, the Schedule shall control. If any term or provision of this SOW is held invalid or unenforceable for any reason, the remainder of the provisions of this SOW will continue in full force and effect. The Effective Date of this SOW shall be the last date of signature as set forth below. Services and Fees In consideration of the payment of the fees set forth below and in the attached Schedule ("Fees") by the Customer to Aptean, Aptean agrees to perform the services specified in the Schedule (the "Services") in accordance with the terms of this SOW. Fixed Fee Services USD 2,150.00 ABOVE COST EXCLUDES EXPENSES. Amounts exclude any applicable local government taxes and expenses. Fees are stated in USD. Fixed Fee Services. The Fees for the Services performed hereunder for a fixed fee shall not exceed the amount set forth above and in the Schedule provided that: 1. the scope of work, responsibilities, general requirements and assumptions do not change; 2. Customer and their third party resources timely fulfill such responsibilities and requirements; and 3. Customer makes available to Aptean qualified, technical resources for the purpose of completing the Services described herein. Aptean will invoice Customer for Fixed Fee Services in accordance with the terms set out in the Schedule. The parties agree that any changes to the scope of work, requirements or assumptions or any changes which increase Aptean's level of effort for Fixed Fee Services will need to be mutually agreed in accordance with the change control procedure outlined in the Agreement and will require signature of a formal Change Order Form (as defined in the Agreement). Any estimated completion dates are provided for convenience only. Tasks and Service Deliverables 2017-86246 5 1', Aptean shall perform the Services and provide the Service Deliverables described in the attached Schedule and any Change Order Forms issued pursuant to this SOW. Aptean and the Customer agree to work together in good faith to mitigate any delay in completion or delivery or in the provision of the Services. 2. Aptean shall perform the Services with reasonable skill and care. 3. Aptean shall use reasonable endeavors to meet dates specified in a Schedule for the delivery of Services and Service Deliverables. Aptean shall use commercially reasonable efforts to schedule resources upon request from the Customer's representative or their designee. 4. It is understood and agreed that Aptean's Services may include the provision of advice and recommendations, but adoption of any recommendations are the responsibility of the Customer. Aptean shall be responsible for project management of Aptean's resources and commitments however Customer shall be responsible for overall management of the project. 5. Time and schedule estimates are based on Aptean's experience with other similar change or services requests in the past, and the information available at the time of preparing the estimate. Aptean shall use reasonable endeavors to adhere to any estimate provided, however actual effort may vary and Aptean shall keep Customer notified of effort incurred and planned and progress throughout. Customer's O li ations 1. The Customer shall deploy appropriately skilled and qualified personnel in the performance of its obligations under the Schedule, and shall provide information, decisions and approvals in a timely manner to facilitate the agreed delivery schedule. 2. The Customer shall make available to Aptean access to all environments as required under the SOW, or as otherwise agreed between the parties. 3. Aptean and the Customer will work together in good faith to mitigate any delay in completion or delivery or in the provision of the Services resulting, in the reasonable opinion of Aptean, from Customers failure to perform its obligations as described in the Schedule(s). A di,tional�Terms and Conditions, 1. Place of Performance. If Aptean's personnel, agents or representatives are required to travel to a location other than one of Aptean's facilities, Customer will pay or reimburse Aptean in accordance with the payment terms set forth in the Schedule (or Aptean's standard terms if none are specified in the Schedule) for all reasonable and actual t ravel expenses including airfare, ground transportation, lodging and meals for personnel required to travel. Aptean will adhere to its corporate travel policies and provide a copy, if requested by Customer, unless otherwise agreed in writing prior to undertaking a project. Services to be provided on-site at Customer's facilities will be scheduled in advance by written agreement of both parties. Both parties will use reasonable efforts to accommodate any requested change in the scheduled dates for on-site services, subject to the availability of appropriate personnel. At Customer's request, Aptean will provide receipts or other reasonably satisfactory evidence of such expenses. 2. If Aptean charges Travel Time the rate and conditions shall be agreed by Aptean and Customer in advance and set out in the applicable Schedule. Travel time is defined as follows: (i) consultant's roundtrip travel time from consultant's location to the customer site; and (ii) consultant's travel time between customer's sites and/or any other customer designated locations. 2017-86246 6 3. Aptean agrees to advise Customer in writing at the earliest possible time when postponing or canceling scheduled Services activity. In such instances, no liability shall arise, Customer will pay all fees and expenses associated with Services and Service Deliverables provided and Aptean and Customer shall collaborate with reasonable commercial diligence to resume or reschedule the cancelled activity. 4. All Service Deliverables developed by Aptean pursuant to a SOW shall be the property of Aptean provided, however, that Customer is hereby granted a non-exclusive and non-transferable license to use the Service Deliverables solely for its internal business purposes, subject to the restrictions set out in the Agreement and the applicable SOW. For greater certainty, insofar as the Agreement contains restrictions on Customer's use of the Software, such restrictions shall apply equally to any and all Software Deliverables. 5. Customer shall pay Aptean the Fees set out in this SOW and the Schedule in accordance with the payment terms contained in the Agreement. 6. Change Procedure. Project costs and durations set forth in a SOW are based on the scope, requirements and assumptions as defined in the SOW. Variance in the scope, requirements or assumptions will have an impact on the project's time and cost. Aptean utilizes a formal change control procedure to respond to and manage the changes that inevitably may occur throughout the duration of a project. The purpose of this procedure is not to inhibit or prevent change, but rather to facilitate change in an orderly manner. Aptean's change control procedure is summarized below: (i) Either Customer or Aptean may initiate a change order (For example, after approving and performing the custom-coding portion of the project, Customer may recognize that a change is necessary. Customer will bring this to Aptean's attention as quickly as possible). (ii) Customer will work with Aptean to document all requested changes in Aptean's standard change request form ("Change Order Form"). This documentation will include a description of the change, reason for the change, areas affected, estimated hours, costs and completion date. Aptean will then submit each Change Request Form to Customer for its review and approval before any work is started on the change. Aptean will, likewise, review and approve the changes before any work is started. (iii) In the event that the parties disagree about the proposed changes, each Party shall, within forty-eight (48) hours from the report of the issue, identify a Senior Management Officer who has decision making authority for each of the respective Parties. The Senior Management Officers will meet and arrive at a mutually acceptable decision. The results of the meeting will be documented and filed with the project library and any milestone dates will be adjusted accordingly. This SOW may be executed in one or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same agreement. If a party executes this SOW via electronic signature,then such electronic signature shall be deemed to be such party's original signature for all purposes. The exchange of copies of this SOW and of the signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this SOW as to the parties and may be used in lieu of the original SOW for all purposes. If Customer does not sign this SOW by 5/24/2017, Aptean reserves the right to amend the terms contained in this SOW at its discretion. 2017-86246 7 By signing below, Customer and Aptean indicate that they agree to the terms of this SOW. Advanced Public Safety, Inc. By: By: Name: —1,5-A- Name: Title: -t Title: Date: "PEN Date: PO M 2017-86246 8 0% Schedule of Work PDF Court Export Professional Services for Sandy Police Department Quote # 2017 - 86,246 Schedule Version Control Date Revision Author comments 12/13/17 1.0 SR Initial document Related Documents Type Name Description Comments Copyright©2012-2017 Aptean.All Rights Reserved. Aptean,and all other Aptean product names,service names,slogans,and related logos are registered trademarks,trademarks or servicemarks of Aptean in the United States and other countries. All other company,product or service names referenced herein are used for identification purposes only and may be trademarks of their respective owners. Glossary of Terms All capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement. "Consultant(s)" means a person assigned by Aptean to perform the Services. "Technical Contact"means an employee of Customer with technical expertise. "Aptean Project Manager" means an employee of Aptean with Project Management expertise. Subject Matter Expert"SME"means a Customer employee or contractor with sufficient Customer-specific knowledge to perform assigned responsibilities who has also completed training recommended by Aptean for the project role being performed by such person. 2l Page "Table of Contents Glossaryof Terms..................................... ......... ...... ... ......... .. ....... ........................... ...........,..2 1 Project Description.................... ................ .. ......... . ........ .a..,.. 1.1 Project Scope ........, ............ ..... . .. .. ....... ......... 4 2 Professional Services and Deliverables... ......, ......... ........ ........ ......... ........... .......5 2.1 Service Specifications .................. ......... ......... ......... ....................... .................... 5 3 Proposed Project Schedule&Costs..... ,. - ................. .._.... . ........ .....,,,, .......... ........,. ........... ...,,.,,, 6 3.1 Estimated Project Duration...................... . .... ...... .. ..... ......... ......... ......... .. ........ ........ ......... 6 3.2 Licenses, Fees and Other............ .. ........... ....... ......... ................. ..6 3.2.1 Payment Terms:........... .................... ....., . ....,....,6 4 Project Roles& Responsibilities ........... . ........ .. .......,. .,....... .. . ,..,.. .. ....... ,,...,.., ,.,.,........ 7 4.1 APS Roles. ............ ... ... .. ....... ......... ... ......w....... ., .. ..,...,.. . .....,.,7 4.2 Customer Roles.... ......... ...M..... ........,..... ... .. ....., .... .. ...... ......,,, .. , .......,,.......,....7 5 Customer Obligations................ ............... ....... .......,. . ......... ......,.... ,...,. ,.., ., ., .. ....,...,.,.,..,.,...8 6 Assumptions.......................................... ......... ..................... ......... ....... ......... .....,.,.,........_. ........8 7 Appendix A: Change Order Form......... ......... ......... .......... ........... ......... ............,.........,.... . ..9 3 � P a g e 1 Project Description This schedule of work describes work to be performed by Advanced Public Safety("APS"), an Aptean product line and Sandy Police Department, OR("Customer")and their Municipal Court. Sandy Municipal Court is requesting a new export for Sandy Police Department's citation report. There is an existing XML data export going to court,Tyler Incode, and this will be another export in PDF format. This document defines the deliverables/scope of the engagement, and any assumptions made as they relate to the level of effort. 1.1 Project Scope The overall project objectives and scope are as follows; IN SCOPE 1. Create a new PDF court export for the citation report. 2. Deployment support of the new export during user acceptance testing, 3. Project Management throughout development and deployment. OUT OF SCOPE 1. Travel to/from the customer site to perform the work defined in this engagement. All work will be performed remotely. 2. Any modifications or customizations to any other APS products. 3. Changes to data obtained on the collision form. No additional fields will be added to the form, nor will any modifications be made to any existing fields. 4. Installation of APS products on Customer workstations.APS will provide implementation support for the installation of products on local workstations, but will not perform the installations. 5. Installation of any third-party applications to support the solution. APS will only install/configure the products listed as In Scope above. 6. Anything else not addressed in this SOW is out-of-scope and not included in this effort. Changes to this Schedule of Work will be handled in accordance with APS change control procedures. The investigation and the implementation of changes may result in modifications to the estimated schedule and/or charges. 4 � P a g e 2 Professional Services and Deliverables 2.1 Service Specificafions Customer has requested the following professional services; In Activities Validation of requirements and ✓ Determination of tasks and responsibilities for implementation tasks completion of creation of export. Development activities ✓ Creation of PDF data export. Initial delivery of solution ✓ Delivery of solution to customer. Deployment of isServer for user acceptance testing. ............... User Acceptance Testing .,.,., . __....V.alid.._••, ✓ ation of solution.. Quality Review Checkpoint Quality Review Meeting Sign-off on all tasks approved inside the SOW ✓ ✓ and approved change orders. 5II i::y a g e 3 Proposed Project Schedule & Costs 3.1 Estimated Project Duration The project schedule will be determined by the APS and Customer Project Managers after Project Kickoff, 3.2 Licenses, Fees and Other 3.2.1 Payment Terms: FF billing based on 100%at Agreement Effective Date: Fees are based on the scope outlined in the Milestone activities, tasks and deliverables in Section 2.0: Professional Services and Deliverables. Invoices will be issued according to the following fee schedule: Sandy PD will be invoiced for 100% of the fixed fee cost total, $2150.00, plus any applicable taxes upon execution of order and contract. ilestone _.... ['ask I eacidp iioiaa/IU'-P Name Cost Project Execution Signing of order and contract $ 2150.00 Total Fixed Fee Cost $ 2150.00 1. Costs above do not include travel time or travel expenses. 2. NOTE: The `Cost'for Customization tasks is a ballpark estimate only. Upon detailed customization project analysis, if the original estimate is deemed insufficient to complete the upgrade,Aptean will provide customer with a final Level of Effort for all customization tasks.As a result, a change order for additional hours to complete the customization portion of the project may be required. 6 1 P a g e 4 Project Roles & Responsibilities 4.1 APS Roles The following table indicates the roles of Aptean personnel, as related to the Project and the type of work that role will perform. Developer(s) w Writes code for all accepted proposals (Billable Service) 0 Unit tests all code written • Once the customer tests and accepts the code,the custom developer will release the final code to the customer _...... Project Manager . Provide direction to the Advanced Public Safety Project Team. (Billable Service) . Maintain Project communication with the Customer Project Manager. s Establish processes and procedures for monitoring the status of Deliverables and any requested changes to the Deliverables. . Participate in regularly scheduled Project status meetings with Customer's designated personnel. Technical Support w Provides phone and web support for export issues, where Customer (Non-billable) is receiving unexpected results from the software Professional Services Responsible for Woverall executive management of project LManager/Director Responsible for Aptean resources assigned to Customer 4.2 Customer Roles The following Customer resources will be necessary in order for Aptean to complete the tasks of this project. EMEMEM Project Manager . Manage Customer's responsibilities for this Project. Actively participate in the business requirements meetings and provide information as necessary and requested by Advanced Public Safety. . Serve as the interface between Advanced Public Safety and all Customer departments participating in the Project. Actively participate in Project status meetings. • Obtain and provide information, data, decisions and approvals within five (5) working days of Advanced Public Safety' request unless Customer and Advanced Public Safety agree in writing to a different response time. • Communicate directly with the Advanced Public Safety Project Manager on matters where Customer requires appropriate action from Advanced Public Safety personnel to rectify deviations from plans, schedules or procedures that are agreed to by Customer and Advanced Public Safety. Help resolve Project issues and escalate issues within Customer, as necessary. '711Pag 4 Appoint a technical liaison, with technical knowledge of the current Customer system environment and external software to which the Advanced Public Safety software will interface.This person will provide technical assistance to the Project on an"as needed" basis. 5 Customer Obligations The successful completion of this Project depends on the full commitment and participation of Customer's management and personnel. Provided the Customer fulfills all obligations in a timely manner,APS will provide the Customer with the deliverables outlined in this agreement. APS will not be obligated to provide any services not explicitly set forth in this SOW. In addition, the Customer agrees to provide the following at no charge to APS: 1. Continuity of resources for the duration of the project, to the extent possible. 2. Cooperation with and reasonable assistance to Advanced Public Safety, all in a timely manner, in connection with preparing schedules, responding to requests for information and data, and supporting a successful completion of the Project. 3. Completion of UAT to ensure end-user acceptance. UAT activities shall be owned and managed by the Customer. Customer will ensure that all UAT results are conveyed to APS following testing of required business and system functions. 4. Customer is solely responsible for implementing all business process changes desired by Customer or necessary for Customer's use of the solution. 5. Throughout the project, Customer will promptly apply all APS updates and fixes. If Customer elects to have APS perform such maintenance services, APS will do so pursuant to a separate SOW. 6. Customer shall ensure that all data running on Customer systems, including systems running third- party software, is accurate, consistent, complete, and appropriate for data conversion and interfaces. 7. Customer must provide connectivity for remote access to project environments for appropriate offsite team members. 8. Qualified technical personnel to help with, support, and provide required information on the related services or external software under the control of Customer. Such personnel will have the appropriate skills to enable them to actively participate in any training provided or activities supervised by Advanced Public Safety and to perform the tasks allocated to them in connection with the services delivered under the scope of this SOW. 9. Other support services to Advanced Public Safety as Customer and Advanced Public Safety may subsequently agree to. 6 Assumptions This Statement of Work is based upon the following assumptions: 1. No time has been allocated for any 3rd Party services in this project.All time estimates for 3rd Party services will be provided to your company by 3rd Party via separate agreement. 2. UAT Support by APS shall be offered for a period not to exceed 30 calendar days past the delivery of code. Should further support be needed,the duration for continued support will be defined and managed via Change Request. If no comment or feedback is received,the project is considered complete and accepted. 8 1 P a g e 7 Appendix A: Change Order Form Original SOW# Requested Completion Date Description of Change Functionality Required i Assumptions f Customer Steps Aptean Steps j Schedule Impacts Other Potential Impacts f General Comments C'o'st I Estimated Cost Rate Effort in hours I days Summary .. . . m ....... ._ „_.. Y_� ......,,.....®.- Change Item Change in jDetails "hours..(+I-) i Total Change. I Change (e.g. This will result in a 5 day change or$9,000) Summary 9NPage