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07-20-2015 Brazos Purcahse and License Agreement.pdfto' brazos technology PURCHASE and LICENSE AGREEMENT THIS AGREEMENT is entered into and effective as of the date this Agreement is signed by both parties below, (hereinafter referred to as the "Effective Date ") by and between Brazos Technology Corporation, a Texas corporation, with its principal offices located at 526 University Drive East, Suite 201 -A, College Station, Texas 77840 (hereinafter referred to as 'Brazos Technology "), and Town of Avon,, a Colorado Municipality, with its principal offices located at 1 Lake Street, Avon, CO 81620 (hereinafter referred to as "Licensee "). This Agreement is made with respect to the following facts and objectives: RECITALS: A. Brazos Technology has developed a proprietary software product, which is designed to extend data and processes across multiple platforms and technologies (hereinafter referred to as the "Software "). B. Licensee desires to obtain a non - exclusive license to use the Software and Brazos Technology desires to grant Licensee such a license. INCORPORATION OF DOCUMENTS: The following documents are attached hereto and, by this reference, incorporated in this Agreement: Exhibit A Maintenance Agreement Exhibit B Covered Sites, Software & Configuration Exhibit C Hardware AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. License. Brazos Technology hereby grants to Licensee a non - exclusive, non- transferable license to use the Software and the documentation, if any, provided in connection therewith (hereinafter referred to as the "Documentation "), subject to the terms V1.o of this agreement. Licensee may make one copy of the Software and Documentation for back -up and /or archival purposes. 2. Licensee Fee. Licensee agrees to pay Brazos Technology the license fee identified in Exhibit B of this Agreement. Such fee shall be due immediately upon execution of this Agreement by the parties. Fees for Configuration /installation will be due on the following schedule: '/Z upon contract execution and ' /z upon delivery. Fees for training will be due upon delivery. Exhibit C identifies the recommended hardware required for delivery of the solution and will be due on the following schedule: '/2 upon contract execution and ' /z upon delivery. 3. Limitations of Use. Licensee acknowledges and agrees that Licensee will not timeshare, modify, sublicense, transfer, assign, copy, reverse engineer or decompile the Software, Documentation or any portion thereof except as expressly set forth herein. Licensee further acknowledges and agrees that Licensee will limit its use of the Software and Documentation to the number of users and /or the site location identified in Exhibit B to this Agreement. 4. Non - disclosure. Licensee acknowledges and agrees that the Software and Documentation contain trade secrets and /or confidential information (hereinafter collectively referred to as "Confidential Information ") and that Licensee will take reasonable efforts to prevent the disclosure of such Confidential Information to any third party. 5. Ownership. Licensee acknowledges and agrees that Brazos Technology is the sole owner of all right, title and interest in and to the Software and Documentation and that nothing contained herein shall grant Licensee any ownership interest in the Software or Documentation. 6. Upgrades. In the event that Brazos Technology, in its sole discretion, should provide Licensee with any upgrades, corrections or modifications to the Software or Documentation, such upgrades, corrections or modifications shall be considered, as applicable, "Software" or "Documentation" for the purposes of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed as obligating Brazos Technology to provide Licensee with any upgrades, corrections, modifications, maintenance services or support services hereunder. Warranty. 7a. Brazos Technology warrants and represents that it is the owner of all right, title and interest in and to the Software and Documentation and that use of the Software and Documentation as contemplated herein shall not infringe upon any third party patent or copyright. This warranty and representation does not apply to any infringement arising out of any unauthorized modification of the Software or Documentation or any Brazos Technology Purchase and License Agreement Page 2 of 16 CONFIDENTIAL INFORMATION V1.0 infringement arising out of the use of the Software or Documentation in combination with any third party product. 7b. Brazos Technology warrants, for Customer's benefit alone, that the Software conforms in all material respects to the specifications for the current version of the Software provided by Brazos Technology, beginning upon the earlier of (i) the date of Customer's cutover to live operation of the Software (Go- live); or (ii) twelve (12) months after the Effective Date, and ending twelve (12) months thereafter (the "Warranty Period "). This warranty is expressly conditioned on Customer's observance of the operation, security, and data - control procedures set forth in the Documentation included with the Software. 7c. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND BRAZOS TECHNOLOGY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR VERBAL, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRAZOS TECHNOLOGY DOES NOT WARRANT OR REPRESENT THAT ANY USE OF THE SOFTWARE OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE EXPRESSLY ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY ECONOMIC LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, LOST PROFITS, LOST SAVINGS, LOSS OF RECORDS OR LOSS OF DATA. 8. Indemnification. Brazos Technology agrees to indemnify and defend Licensee from and against any third party claim arising out of a breach of the Warranty provisions set forth in this Agreement, provided that Brazos Technology is provided with prompt notice of any such third party claim and Brazos Technology is allowed full control over the defense of such claim. Licensee acknowledges and agrees that Brazos Technology may fulfill its obligations hereunder by (i) obtaining from the third party claimant a license pursuant to which Licensee may continue its use of the Software and Documentation or (ii) providing Licensee with substitute software and /or documentation that does not infringe upon the rights of the third party claimant. Licensee further acknowledges and agrees that in the event that Brazos Technology, in its sole discretion, determines that neither of the options set forth above are reasonable, Brazos Technology may fulfill its obligations hereunder by terminating this Agreement and refunding to Licensee the license fees paid by Licensee to Brazos Technology hereunder, prorated over a period of five (5) years. Limitation of Liability. Brazos Technology Purchase and License Agreement Page 3 of 16 CONFIDENTIAL INFORMATION V1 0 9a. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BRAZOS TECHNOLOGY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES OR ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY ECONOMIC LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, LOST PROFITS, LOST SAVINGS, LOSS OF RECORDS OR LOSS OF DATA, ARISING OUT OF THE USE OF THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF WHETHER ARISING UNDER BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR CLAIM, EVEN IF BRAZOS TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. 9b. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE ENTIRE LIABILITY OF BRAZOS TECHNOLOGY FOR ANY LOSS OR CLAIM ARISING OUT OF THIS AGREEMENT, ANY USE OF THE SOFTWARE OR DOCUMENTATION, OR ANY INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EXCEED THE SUM OF THE LICENSE FEE PAID BY LICENSEE TO BRAZOS TECHNOLOGY HEREUNDER. 10. Allocation or Risks. LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSEE FEE PAID BY LICENSEE TO BRAZOS TECHNOLOGY FAIRLY AND ACCURATELY REFLECTS THE ALLOCATION OF RISKS BETWEEN LICENSEE AND BRAZOS TECHNOLOGY, INCLUDING WITHOUT LIMITATION, THE TERMS AND CONDITIONS SET FORTH IN THE WARRANTY AND LIMITATION OF LIABILITY SECTIONS OF THE AGREEMENT. LICENSEE FURTHER ACKNOWLEDGES AND AGREES THAT ANY MODIFICATIONS TO THE ALLOCATIONS OF RISK WOULD REQUIRE BRAZOS TECHNOLOGY TO CHARGE A HIGHER LICENSEE FEE FOR THE SOFTWARE AND DOCUMENTATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES THAT EACH OF THE TERMS AND CONDITIONS SET FORTH IN THE WARRANTY AND LIMITATION OF LIABILITY SECTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, EVEN IF ANY REMEDY CONTAINED HEREIN IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11. Term and Termination. 11 a. This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as set forth herein. 11b. Either party may terminate this Agreement in the event that the other party commits a material breach of this Agreement and fails to cure such Brazos Technology Purchase and License Agreement Page 4 of 16 CONFIDENTIAL INFORMATION V1.0 material breach within twenty (20) days after receiving written notice of the same. 11 c. Brazos Technology may terminate this Agreement, immediately upon written notice to Licensee, in the event that Licensee fails to use the Software and Documentation for the purpose contemplated herein. 11 d. Immediately upon any termination of this Agreement, Licensee shall return to Brazos Technology any and all copies of any Software or Documentation in its possession. 1 le. The terms and conditions of this Agreement relating to Non - disclosure, Warranty, Limitation of Liability and Allocation of Risks shall survive any termination or expiration of this Agreement. 12. Assignment. Licensee acknowledges and agrees that it may not assign any right or obligation arising under this Agreement to any third party without the express written consent of Brazos Technology which may be withheld for any or no reason. 13. Governing Law. This Agreement, including its interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts entered into and performed in Brazos County, and exclusive jurisdiction over any dispute arising out of or relating to this Agreement shall be held by the appropriate state and /or federal courts located in Brazos County, Texas. 14. Binding Effect. This Agreement shall inure to the benefit of and binding upon the parties hereto and to their respective successors and legal representatives. 15. Nonwaiver. No provisions of this Agreement will be waived by any party except in writing. The parties hereto agree that the waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision by the same party, or any other provision or condition of this Agreement. 16. No Joint Venture. Nothing herein contained shall be construed to place the parties in the relationship of partners, joint venturers, or principal and agent and neither party shall have any power to obligate or bind the other party in any manner whatsoever. 17. Severability. If any provision or application of this Agreement shall be held invalid or unenforceable the remaining provisions and applications of this Agreement shall not be affected, but rather shall remain valid and enforceable. 18. Entire Agreement. This Agreement constitutes the entire agreement and supersedes any and all other understandings and agreements between the parties with respect to the subject matter hereof and no representation, statement or promise not Brazos Technology Purchase and License Agreement Page 5 of 16 CONFIDENTIAL INFORMATION V1.0 contained herein shall be binding on either party. This Agreement may be modified only by a written amendment duly signed by persons authorized to sign agreements on behalf of the parties and shall not be supplemented or modified by any course of dealing or trade usage. Brazos Technology Purchase and License Agreement Page 6 of 16 CONFIDENTIAL INFORMATION V1.0 IN WITNESS WHEREOF, the parties have hereunder executed this Agreement effective as of the date last signed. TOWN OF AVON, COLORADO BRAZOS TECHNOLOGY c Signed: Signed: Print Nam 0 Y �t� ern cl�� Print Name:.MirhaeI- S_McAleer Title: Wl,{ r Date: Title: President , LAQ Date: Brazos Technology Purchase and License Agreement Page 7 of 16 CONFIDENTIAL INFORMATION V1.0 EXHIBIT A -- Maintenance and Support Agreement I. COVERAGE During the term of this Agreement, BRAZOS TECHNOLOGY agrees to provide maintenance and support services for the Covered Software operating at the site(s) and on the purchased hardware configurations ( "Maintenance Services "). Unless specifically listed, Covered Software does not include hardware, vendor operating systems and other system software, Licensee- developed software, and third -party software (except any third party software embedded in the Covered Software). II. DESCRIPTION OF MAINTENANCE SERVICES A. Support Services. During the term of this Agreement, BRAZOS TECHNOLOGY will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement. (1) Service Response. BRAZOS TECHNOLOGY will make available to Licensee a telephone number (the "Support Center HOTLINE ") for Licensee to call requesting service of the Covered Software. The Support Center HOTLINE operates 24 x 7 x 365. The HOTLINE can also be used to notify BRAZOS TECHNOLOGY of problems associated with the Covered Software and related documentation. B. Remedial Support. Upon receipt by BRAZOS TECHNOLOGY of notice from Licensee through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Covered Software, BRAZOS TECHNOLOGY shall respond as provided below: Severity 1: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (1) hour. BRAZOS TECHNOLOGY will continue to provide best efforts to resolve Severity 1 problems in less than forty -eight (48) hours. The resolution will be delivered to Licensee as a work - around or as an emergency software fix. If BRAZOS TECHNOLOGY delivers an acceptable work - around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput Brazos Technology Purchase and License Agreement Page 8 of 16 CONFIDENTIAL INFORMATION V brazos V1.0 or response) of the Covered Software degrades substantially under reasonable loads, such that there is a severe impact on use; the Covered Software is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. BRAZOS TECHNOLOGY will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Licensee in the same format as Severity 1 problems. If BRAZOS TECHNOLOGY delivers an acceptable work - around for a Severity 2 problem, the severity classification will drop to a Severity 3. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. RESPONSE: BRAZOS TECHNOLOGY will exercise best efforts to resolve Severity 3 problems in the next maintenance release. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from BRAZOS TECHNOLOGY. RESPONSE: BRAZOS TECHNOLOGY will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. C. Maintenance Services. During the term of this Agreement, BRAZOS TECHNOLOGY will maintain the Covered Software by providing software updates and enhancements to Licensee as the same are offered by BRAZOS TECHNOLOGY to its licensees of the Covered Software under maintenance generally ( "Updates "). All software updates and enhancements provided to Licensee by BRAZOS TECHNOLOGY pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as- available basis and include the items listed below: (1) Bug fixes; (2) Enhancements to market data service software provided by BRAZOS TECHNOLOGY to keep current with changes in market data services or as BRAZOS TECHNOLOGY makes enhancements; (3) Enhancements to keep current with the current hardware vendor's Brazos Technology Purchase and License Agreement Page 9 of 16 CONFIDENTIAL INFORMATION iii :' V1.0 OS releases, as available from BRAZOS TECHNOLOGY, provided that the current hardware vendor's OS release is both binary and source- compatible with the OS release currently supported by BRAZOS TECHNOLOGY; and (4) Performance enhancements to Covered Software. (5) Updates do not include: (a) Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms; and (b) New operating system updates or hardware bios updates. Updates will be provided in machine - readable format and updates to related documentation will be provided in hard copy form. All such deliveries shall be made electronically to the installed computers automatically during a sync process. Licensee agrees to sync each device no less than once per month to obtain any software or configuration changes. Duplication, distribution and installation of documentation updates are the responsibility of Licensee. If requested, BRAZOS TECHNOLOGY will provide on -site assistance in the installation of Updates on a time and materials basis, plus expenses. BRAZOS TECHNOLOGY will provide support services for previous releases for a minimum period of six (6) months following the general availability of a new release or software update. After this time, BRAZOS TECHNOLOGY shall have no further responsibility for supporting and maintaining the prior releases. BRAZOS TECHNOLOGY assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of the Covered Software if the Licensee has made changes to the system hardware /software configuration or modifications to any supplied source code which changes effect the performance of the Covered Software and were made without prior notification and written approval by BRAZOS TECHNOLOGY. BRAZOS TECHNOLOGY assumes no responsibility for the operation or performance of any Licensee - written or third -party application. D. Services Not Included. Maintenance Services do not include any of the following: (1) custom programming services; (2) on -site support, including installation of hardware or software; (3) support of any software not Covered Software; (4) training; or (5) out -of- pocket and reasonable expenses, including hardware and related supplies. Brazos Technology Purchase and License Agreement Page 10 of 16 CONFIDENTIAL INFORMATION 4�brazos III. TIME AND MATERIALS SERVICES V1.0 A. For Non - BRAZOS TECHNOLOGY Problems. In the event that Licensee notifies BRAZOS TECHNOLOGY of a problem experienced by Licensee in connection with the operation of the Covered Software, BRAZOS TECHNOLOGY shall respond as provided in Section III.B., above. If the cause of such problem is not an error, defect or nonconformity in the Covered Software, Licensee shall compensate BRAZOS TECHNOLOGY for all work performed by BRAZOS TECHNOLOGY in connection therewith, on a time and materials basis at Brazos Technology's then current standard rates, unless otherwise agreed by the parties in writing at the time, plus expenses. Expenses for travel and travel - related expenses and individual expenses in excess of US$500 require the prior approval of Licensee. B. For Non - BRAZOS TECHNOLOGY Software. Upon request and reasonable notice from Licensee, BRAZOS TECHNOLOGY will provide assistance in the installation of non - BRAZOS TECHNOLOGY software on a time and materials basis, plus expenses. Non - BRAZOS TECHNOLOGY software consists of any software not specifically listed in Exhibit B, Section II, including the following: 1. New releases and updates to hardware vendor operating systems and other system software not listed in Exhibit B; 2. Licensee - developed software; and 3. Third -party software (except third party software embedded in the Covered Software). IV. ACCESS Software Maintenance is conditioned upon provision by Licensee to BRAZOS TECHNOLOGY of reasonable appropriate access to the system(s) running the Covered Software, including, but not limited to, passwords, system data, file transfer capabilities, and remote log -in- capabilities. BRAZOS TECHNOLOGY will maintain security of the system and use such access only for the purposes of this Agreement and will comply with Licensee standard security procedures. Information accessed by BRAZOS TECHNOLOGY agents or employees as a result of accessing Licensee system shall be deemed confidential information pursuant to the terms of the Software License Agreement executed concurrently between the parties hereto. Licensee shall also use commercially reasonable efforts to provide an active voice telephone line at each site which is available continuously when required for support access. Brazos Technology Purchase and License Agreement Page 11 of 16 CONFIDENTIAL INFORMATION ►; br�zos v1.0 V. PROBLEM REPORTING AND TRACKING PROCEDURES Licensee may use the services described herein only by making reference to the authorized support Agreement number. All such reports and requests will be made through the authorized individuals (up to two [2] per site), who may be changed by Licensee from time to time by written notice to BRAZOS TECHNOLOGY. A twenty - four (24) hour Support Center HOTLINE is provided for problem reporting outside of normal business hours. VI. FEES A. Maintenance Fees. Fees for Maintenance Services provided under this Agreement are based upon Covered Software in Exhibit B and due to Brazos. Any time a site or software package is added or deleted from Exhibit B, BRAZOS TECHNOLOGY will automatically adjust and /or amend Exhibit B accordingly. BRAZOS TECHNOLOGY will also perform a bi- annual audit of all sections in Exhibit B. If changes have occurred, BRAZOS TECHNOLOGY will adjust and /or amend Exhibit B, and maintenance fees will be adjusted accordingly. Rates will be reviewed and adjusted accordingly when another site is added and /or the workstation /server base increases (i.e., added equipment and /or installed software) and /or software to be supported exceeds the Covered Software. B. Payment. Maintenance fees and fees for on -site support, if applicable, will be invoiced annually, thirty (30) days in advance of the year by Brazos. VII. EXCLUSION OF LIABILITY BRAZOS TECHNOLOGY MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE FEES AND OTHER CHARGES WHICH BRAZOS TECHNOLOGY IS CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY BRAZOS TECHNOLOGY OF THE RISK OF LICENSEE CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES. ACCORDINGLY, BRAZOS TECHNOLOGY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL BRAZOS TECHNOLOGY BE LIABLE Brazos Technology Purchase and License Agreement Page 12 of 16 CONFIDENTIAL INFORMATION o� brazos V1.o HEREUNDER TO LICENSEE FOR CUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID BYfex LICENSEE TO BRAZOS TECHNOLOGY UNDER THIS AGREEMENT AS A MAINTENANCE FEE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION. Brazos Technology Purchase and License Agreement Page 13 of 16 CONFIDENTIAL INFORMATION EXHIBIT B I. Covered Sites This Agreement covers the following Licensee sites: Avon Police Department Software and Configuration Six (6) RunIT software license for PDA $3,900USD Software Includes: Unlimited number of logins to the PDA eCitation eCrash eTow One -Year of Software Maintenance One -Year of Software Support Configuration /Installation Fee $8,584 USD Configuration Includes: Customized PDANVeb screen layouts Customized citation receipt for defendant Customized citation report for court and PD Integration with Full Court CMS System Setup and Configuration of Colorado State Crash Setup and Configuration of Tow Task (county -wide) Extended Training $2,500 USD Six (6) eCrash licenses for PDA $1,2000SD Software Includes: One -Year of Software Maintenance One -Year of Software Support * Brazos will deliver the equipment to eliminate shipping to customer. Brazos Technology Purchase and License Agreement Page 14 of 16 CONFIDENTIAL INFORMATION V1.0 0 brazos III. Maintenance Fees V1.0 Maintenance Services for the applications and configuration listed in Section II of this Exhibit, will be included in the software cost for the first year of this Agreement. This fee will be adjusted at each anniversary date of this Agreement to the then current pricing. Should additional software be licensed and installed at the Covered Site(s), the fee will be adjusted to reflect the additional software. • eCitation, hosting, maintenance and support $250 per year °each PDA • eCrash, hosting, maintenance and support (no diagramming) $100 per year (if diagramming included - add $50 per year 1 each PDA) • Interface, Full Court CMS $1,000 per year • Interface, CopLink $1,000 per year IV. Authorized Licensee Contacts For purposes of this Agreement, the following individuals shall be designated per site as the authorized Licensee support contacts: Name Title Phone# Brazos Technology Purchase and License Agreement Page 15 of 16 CONFIDENTIAL INFORMATION �brazos EXHIBIT C — Hardware Attached Proposal: Avon CO - Initial 6 Units - MC67 v2.pdf Brazos Technology Purchase and License Agreement Page 16 of 16 CONFIDENTIAL INFORMATION V1.0 Avon Police Department Colorado Electronic Citation System Statement of Work May 1, 2015 Submitted by. Brazos Technology 526 University Drive East, Suite 201A College Station, TX 77842 979.690.2811 www.brazostech.com COPYRIGHT NOTICE Copyright © 2015 by Brazos Technology Corporation. All rights reserved. This document is protected by the copyright laws of the United States of America. The information contained herein is confidential and includes trade secrets of Brazos Technology Corporation. It shall not be disclosed outside Eagle County. It shall not be duplicated, used, or disclosed, whole or in part without the express written consent of an authorized representative of Brazos Technology Corporation. Use of this information for any purpose other than that for which it has been provided without the prior written consent of an authorized representative of Brazos Technology Corporation is prohibited. TABLE OF CONTENTS COPYRIGHTNOTICE ................................................................................. ............................... 3 CHANGEHISTORY ....................................................................................... ..............................5 DEFINITIONS / ACRONYMS .......................................................................... ............................... 6 ACRONYMS.............................................................................................. ............................... 6 DEFINITIONS............................................................................................ ............................... 6 OVERVIEW.................................................................................................. ............................... 7 PURPOSE................................................................................................. ............................... 7 OBJECTIVES............................................................................................ ............................... 7 KEYASSUMPTIONS ................................................................................. ............................... 8 PROJECTSCOPE ....................................................................................... ............................... 9 DELIVERABLES AND SCHEDULE ............................................................. .............................12 EXISTING CITATION PROCESS .............................................................. .............................12 PROPOSEDSYSTEM ............................................................................... .............................12 ACCEPTANCE TESTING PLAN (ATP) ..................................................... .............................12 SYSTEMINSTALLATION .......................................................................... .............................12 TRAINING................................................................................................. .............................12 ACCEPTANCE.......................................................................................... .............................13 FULLROLLOUT ........................................................................................ .............................13 SCHEDULE............................................................................................... .............................14 CHANGEMANAGEMENT ............................................................................ .............................16 PROJECTMANAGEMENT .......................................................................... .............................17 BRAZOSTEAM ......................................................................................... .............................17 EAGLE COUNTY SHERIFF'S OFFICE TEAM ........................................... .............................18 PROGRESSMEETINGS ........................................................................... .............................19 SIGNATURES............................................................................................ ............................... 20 APPENDIX I - CHANGE ORDER FORM ..................................................... .............................21 4 CHANGE HISTORY Change History Version Action Author Date V 1.0 Created Samuel Williams Brazos 5/1/2015 DEFINITIONS /ACRONYMS Acronyms The following acronyms are used throughout the SOW. • WP - Work Plan • RMS - Records Management System • CMS - Court Management System • CAD - Computer Aided Dispatch • ECS - Electronic Citation System • SLA - Software License Agreement • SMA - Software Maintenance Agreement • PDA - Portable Data Assistant (any handheld or other mobile platform running a standard operating system) • Sync - A process through which citation data is transmitted from the Device to the Brazos Server, and through which new software updates are transmitted from the Brazos Server to the device. Definitions The following definitions are used throughout the SOW. • Acceptance of Deliverable - Written notification from Avon Police Department to Brazos, signed by the responsible Eagle County Program Manager, indicating that the Deliverable has been evaluated and satisfies the Acceptance Criteria of each Deliverable • Deliverables - Any materials procured or prepared by Brazos or services provided by Brazos to Avon Police Department 6 OVERVIEW Purpose This Statement of Work ( "SOW ") is between Brazos Technology Corporation (hereinafter referred to as "BRAZOS ") and AVON POLICE DEPARTMENT covers the engagement of BRAZOS to provide Electronic Citation System (ECS) software and solution implementation services. This Statement of Work provides the understanding of the objectives, approach, schedule, deliverables, and costs for this engagement. This document supersedes any previous version of this SOW and is valid for thirty (30) days from the date on the title page, unless executed by BRAZOS and AVON POLICE DEPARTMENT. Objectives The purpose of this project is the implementation of a turnkey Electronic Citation System for the Avon Police Department. This project will install a critical countywide application for Avon Police Department. One of the goals of the electronic dictation effort is to have a common platform that could be used by all citation issuing departments within the County (Vail Police Department, Avon Police Department, Basalt Police Department, Town of Gypsum and Minturn (ECSO Contracted Law Enforcement), Eagle Police Department, and potential others). The summary scope of this project includes the following: 1. Once the citation information is captured, it must be sent to the correct systems with no manual data entry, except for specific approvals to be defined later. 2. The ECS must provide intuitive, easy -to -use software that requires minimal training. 3. The ECS must provide the ability to fully customize each of the screens on the MDC to meet the exact process -flow desired by the Avon Police Department. 4. The ECS must provide the ability to add additional customized forms (at additional cost) such as field interview, code enforcement, traffic collision, etc. that also meet the flow process as desired by the Avon Police Department. 5. The ECS must enable officers to enter notes via text (voice recording will also be available. 6. The ECS must support the Court's current citation numbering system. 7. The ECS must allow the Avon Police Department to fully customize the layout of the citation printout. 8. The ECS must create an electronic data file when a citation is completed and approved and provide the ability to transfer that data file which will then be made available for import into the State Court System (when available). A PDF image of the approved citation record will also be exported to the Court. 9. The ECS must provide a means of "information sharing" between the participating Eagle County agencies. This will be accomplished utilizing the Brazos Information Sharing Portal. Agencies within Eagle County that choose to participate will be able to view (view ONLY) all records from other participating agencies. 10. Brazos is in the process of incorporating IBM Cognos analytics into the reporting capabilities that already exist within the Brazos ECS. Once fully available, Brazos will provide the IBM Cognos dashboard to Avon Police Department as a part of their ECS at no additional charge. 11. The ECS will include the Citation Entry Screen (CES) that will allow authorized users with the ability to enter data from manual (paper) citations into the ECS through the secure web portal. Key Assumptions 1. All deliverables and timelines assigned to Avon Police Department will be held to the same standards of delivery as those assigned to BRAZOS. 2. The version of the citation /information received by the violator shall not be considered to be the official charging document, but merely a copy of the citation /information in the form it will be submitted to Prosecutor's office for approval and the Court for filing except as noted below. 3. Installation of Hardware required in Avon Police Department Vehicles shall be completed by Avon Police Department Personnel and facilities. 4. Avon Police Department will deploy initially on six (6) PDA's. 5. Deployment of the Brazos ECS for Avon Police Department will utilize the Brazos hosted environment. 6. All Avon Police Department personnel involved in the Pilot Project will participate fully in the training provided by BRAZOS. 7. The officers will be authorized to VOID a citation on the PDA, after save but before sync. Notations as to the reason for VOID are required. 8. The violator's signature is not required to appear on the violator's copy of the citation /information provided to the violator by the issuing officer at the time of issuance. 9. The citation number sequence shall follow a unique numbering system. 10. Ticket types will consist of Criminal and Traffic for Municipal eCitation, County /State eCitation, and Warning Tickets. 11. While the standard Parking eCitation will be provided as part of this project, a customized eParking Task is NOT in -scope for the project. 12. Charges identified will be specific to each Ticket type, as further defined during the design phase. 13. Interface to current production version of Intergraph ILEADS Records Management System (RMS) is NOT in -scope for the initial project. 14. Ability for System Administrator to add /modify /delete statues, codes, etc. as further defined during the design phase. 15. Allow for pre -set fines and fees per offense so as to eliminate the need for Officers to enter and /or calculate fees due. Exceptions to be allowed as further identified during the design phase. 16. Ability to exclude fees for charges that require a court appearance or summons. 17. Interface to the Municipal Court System(s) is included in this Phase of the project (To Be Identified during Kick -Off). 18. Interface to the County /State Court System is included in this Phase of the project (pending State Judicial authorization and assistance for the interface) PROJECT SCOPE As previously stated, BRAZOS will work with AVON POLICE DEPARTMENT to deliver the Electronic Citation System (ECS) upon contract award to BRAZOS. The system will be installed on AVON POLICE DEPARTMENT PDA's and allow officers to capture all information for citations /warnings, print a copy of the citation for the violator, and electronically transfer all information into the respective Court system(s). 9. Project Administration BRAZOS will provide all project management associated with the system and will identify the project manager at the beginning of the project. This single point of contact will not change during the project without written authorization by Avon Police Department. BRAZOS is committed to delivering a successful Electronic Citation System (ECS) project to our customers. Our implementation approach has been highly successful, and we feel that this process provides the best method to minimize risks and ensure a successful project. The key is to involve the customer in all phases of developing and implementing software specifically for them, to meet their specific needs. This process is comprised of the following: • Kick -off Meeting. An on -site meeting or conference call style meeting with the project owners to define roles, responsibilities, and outline the schedule. This meeting will also include review of all initial requirements of the SOW document. • Completion and acceptance of the final SOW document. Brazos will update the Statement of Work and provide it to AVON POLICE DEPARTMENT for review. The SOW will include all significant work tasks, steps, timeframes and deliverables required to complete Phase I, including software installation, interface customization, implementation, testing, and training. • Setup and Configuration. Brazos Technology works with the Police Department to install and configure the ECS client software, import offenses, layout the defendant's receipt, configure reports, and any other configuration required by the Department. AVON POLICE DEPARTMENT will perform any tasks related to enabling the Sheriffs Office to install any vehicle mounted hardware prior to BRAZOS arriving onsite for the initial training. • Begin Pilot. The pilot program should involve a handful of key officers designated by AVON POLICE DEPARTMENT, who will adapt to this technology quickly. They will be given full software training in order to understand and become familiar with the technology. The training process includes going out on the street and writing warning- citations with a BRAZOS trainer to ensure comfort with the technology. • Operational Pilot. The operational phase of the pilot begins once the officers are familiar with the technology and we have verified successful data transfer to the Court System(s). At this point the pilot officers will begin writing actual citations. This process serves two purposes: 1) validation of the entire process prior to engaging the entire police force and, 2) providing positive feedback to circulate within the department prior to full rollout. The duration of this phase is different for every department but needs to encompass the complete court cycle (life - cycle) of a citation, which is defined as a person receiving a citation and resolving /disposing that citation at the Court. • Full Rollout. The rollout process is primarily the training of all additional officers specified as participants in Phase I in use of the new system. The preferred process for training is to provide a class room style of instruction, followed by a "hands on" session that may include DL checks, ride - alongs, etc., to ensure every officer has used the system in the field. It is the intent of this project that certain officers identified as train - the - trainers from the Pilot Project will be utilized at this stage to assist with the training of the additional officers. • Post Action. Finally, after the full rollout, we will convene with the project owners to determine what went well and what improvements are required of the system, process, or any other aspect of the project. A full project review will be documented by Brazos and provided to the Eagle County Project Manager. Steps to transition to Phase II of the project may be incorporated at this time. The delivery and training processes are the most significant keys to the success of this project. We will jointly determine the Operational Pilot duration, depending upon officer success and satisfaction and their recommendations for deployment. When all parties agree, Full Rollout training and deployment will begin. 2. Training BRAZOS will provide all training associated with the Electronic Citation System (ECS) and will identify the Training Lead at the beginning of the project. In order for this project to be successful, the officers need to know not only the basics of the software, but first -level troubleshooting tips for the hardware and operating system as well. It is our experience that the officers must be proficient in the mobile hardware for this project to have the long term success that AVON POLICE DEPARTMENT and BRAZOS are looking for. The delivery and training processes are the most significant key to the success of this project. The Brazos Training Lead will ensure that all levels of AVON POLICE DEPARTMENT personnel who utilize the Brazos Solution will receive adequate training. Brazos will incorporate measurement tools to assist in monitoring the end -users competence in using the system. Classroom Training. The Train - the - Trainer course shall involve all officers specified to participate in the Operational Pilot (limit = 14 Officers). They will be given full software training in order to understand and become familiar with the technology. The training process includes producing several test citations with a trainer to ensure comfort with the application. Practical Application. The practical application phase begins once the officers are familiar with the technology. At this point the pilot officers will begin writing real citations. Administrator Training. The Brazos ECS provides powerful management tools with great ease of use for agency administrators and management. BRAZOS will provide sufficient training to designated management personnel for them to be able to utilize those tools as well as have a solid understanding of the capabilities of the system. 3, eCitation Client Software The BRAZOS ECS client software will be installed on (6) PDA's allowing the officers to write, print, and push citations electronically to the Court software system(s). All ECS software is embedded on the PDA and is completely functional with or without a network connection. The software will be configured for AVON POLICE DEPARTMENT and the County will have the ability to define, approve and modify the layout of all screens and print jobs under the scope of this agreement. The software will have the ability to: • Allow officers to quickly and easily capture citation information. • Print the citation in the field for the violator using a Bluetooth connection to a mobile printer. • Capture pictures of the violator and associate the pictures with the citation. • Capture voice, diagrams, and general text notes fields on each citation. • Push citations via a network connection. (Brazos will work with AVON POLICE DEPARTMENT to identify the best methods for connectivity (docking cradles, cellular (If established by AVON POLICE DEPARTMENT), 802.11, Bluetooth, etc.) 10 4. ECS Server Software AVON POLICE DEPARTMENT will utilize the hosted Brazos ECS server for all reporting, interface and administrative functions. There are no limitations to the number of users of the hosted system and any future hardware /software requirements or upgrades are the responsibility of BRAZOS. The ECS server provides the following benefits: • Access to add /change /delete any dropdown on the PDA (i.e. offenses, streets, officers, etc.). • Access to all reports (i.e. STEP reports, Citation Detail, and over 35 other standard reports). • Configuration and management of all users of the ECS for both the server and the clients. • View and query images of citations captured via the mobile devices via internet browser. • Creation /modification of interfaces to new /existing systems. • Citation Entry Screen (CES) for entry of either paper tickets or modification to previously captured information by an authorized court assigned user (Program should also have some type of tracking capabilities for changes made in the CES). The Citation Entry Screen (CES) will also be configured for AVON POLICE DEPARTMENT and available through the hosted ECS server. CES is configured with the same business rules as the ECS client software, providing AVON POLICE DEPARTMENT with a complete solution for all citations 5. Interface with Court System The ability to export citation information from the Brazos ECS to the various Court Management software system(s) is included in this phase of the project. Brazos will assist the AVON POLICE DEPARTMENT with developing a solution that will provide the citations to the Court in the most efficient manner. It is expected that the exact Court System(s) to be interfaced will be determined at the Kick -Off Meeting, but will likely include the Court Systems for the Town of Avon, and the Eagle County Combined Courts. Brazos has the ability to export any /all of the data contained within a record in the format required by the recipient system. It is expected that the identification of the data fields and the parameters (business rules) of those fields will dictated by the recipient system to which BRAZOS will interface. 6. Synconization (Device to ECS Server) The Brazos Solution allows officers to create, save, and print citations or other record types with or without network connectivity. When an officer creates a citation, it is saved to non- volatile memory on the device. The citation record can then be uploaded to the ECS server via one of the following methods: • Real -time via cellular connection (aircard required) • 802.x wireless connection to hotspots • Via placement in sync cradle The frequency and method of upload is defined and controlled by the AVON POLICE DEPARTMENTvia the Brazos web -based configuration tool, BuildIT. Once uploaded, the data are processed through the system according to the agency- specific workflow, which is also defined and controlled by the County via BuildIT. All new updates and changes are also passed from the ECS Server to the device through this same process. 11 DELIVERABLES AND SCHEDULE Existing Citation Process The existing process flow will be identified and documented in partnership with AVON POLICE DEPARTMENT and BRAZOS as a separate Appendix during the Design phase of the project. Proposed System The proposed process flow will be identified and documented in partnership with AVON POLICE DEPARTMENT and BRAZOS as a separate Appendix during the Design phase of the project Acceptance Testing Plan (ATP) The ATP will provide AVON POLICE DEPARTMENT with the testing plan for verification of the installed system, including interfaces, which will allow AVON POLICE DEPARTMENT to certify the ECS performs in according with the requirements. The testing plan will include strategies and test cases to assist with the verification. AVON POLICE DEPARTMENT will have the ability to certify the ATP prior to both the certification from BRAZOS as well as the beginning of the acceptance test. System Installation One of the significant strengths of Brazos Technology is our implementation process. We are dedicated to the success of this project and our track record of successful projects ensures the success of this project at AVON POLICE DEPARTMENT. BRAZOS ECS SERVER: BRAZOS will host the ECS server, database server and verify operation of the system. BRAZOS CLIENT SOFTWARE: The BRAZOS Client Software will be installed on the devices purchased through BRAZOS. The initia installation will be completed by BRAZOS. If AVON POLICE DEPARTMENT elects to purchase new hardware through another vendor, the hardware will be sent to BRAZOS for off -site installation and verification at an additional cost. BRAZOS INTERFACES: During the installation process, connectivity for the interfaces will also be verified. AVON POLICE DEPARTMENT will provide BRAZOS installation personnel with the proper access to complete these tasks. Any installation requirements with regards to security or setup must be provided to BRAZOS one -week prior to the scheduled interface testing. HARDWARE IN VEHICLES: BRAZOS will not install any hardware in the vehicles. BRAZOS will support AVON POLICE DEPARTMENT with the setup, configuration and testing of the installations performed by AVON POLICE DEPARTMENT or another vendor for AVON POLICE DEPARTMENT. Training Operational Pilot — BRAZOS will provide full Train -the- Trainer training to the officers specified by AVON POLICE DEPARTMENT to participate in the pilot (limit = 14 Officers). The training will consist of two formal days of training. Day 1 should occur in a classroom setting where the officers will be thoroughly exposed to training that covers the hardware, operating systems, application, troubleshooting, and proper care /maintenance. Day 2 is focused on field training and includes BRAZOS personnel at the side of AVON POLICE DEPARTMENT officers, as the officers complete citations in "real world" environments. This training may incorporate such tactics as DL checks, 12 standard traffic stops, etc. to ensure that all the officers involved are exposed to several different types of scenarios and receive the maximum effective training. Upon completion of the field training portion, BRAZOS will train the officers on how to review their citations via the web based tool and any workflow processes specified by AVON POLICE DEPARTMENT. BRAZOS will also train any specified supervisors in procedures for reviewing citations and voids, as well as statistical reports. Brazos will provide additional training to the Pilot Officers as needed to be determined by the Brazos and Eagle County Project Managers. Full Rollout — AVON POLICE DEPARTMENT will provide full training to the officers specified to participate in Phase I rollout. The format of this training shall be the same as that of the Operational Pilot training. Select officers from the Operational Pilot group who have been identified as "ECS Trainers" will be utilized to assist in this training. System Administrator — Instructor led, hands -on training will be provided for up to three (3) AVON POLICE DEPARTMENT Staff members who will ultimate be actively involved in administering the ECS. Acceptance The purpose and the net result of the acceptance test is to determine that the ECS proposed and installed meets the technical and functional requirements outlined in these specifications. The ECS will be considered "acceptance test ready" once it has completed a full system test, including interfaces and data conversion, with no know outstanding material defects. BRAZOS will provide AVON POLICE DEPARTMENT with a proposed "Acceptance Test Plan" (ATP) The County of Eagle will provide written approval that the proposed ATP is complete and acceptable. During the Pilot Project, BRAZOS will work closely with AVON POLICE DEPARTMENT personnel to ensure that each requirement specified in this Statement of Work is fully satisfied. Acceptance of the ECS shall be by conformity to the written Acceptance Testing Plan. Any functionality processes, or other aspects not specified in the approved Acceptance Testing Plan are considered out -of -scope and would require a written and approved Change Order. In accordance with the SOW, "Final Acceptance" shall mean written notice from the AVON POLICE DEPARTMENT that it has accepted the ECS following the 30 day Final Acceptance Period, during which time the ECS has conformed in all material respects to the applicable specifications, including any approved change orders for the ECS, with all defects discovered during the acceptance period fixed by Brazos and tested and accepted by the AVON POLICE DEPARTMENT. Full Rollout Upon completion of the Pilot Project and written approval of the FINAL ACCEPTANCE, AVON POLICE DEPARTMENT will initiate the full rollout of the ECS. BRAZOS will assist AVON POLICE DEPARTMENT by providing training materials, support and consultation to the AVON POLICE DEPARTMENTtraining officers. This shall complete Phase I of the overall project. 13 Schedule [draft only - to be modified post Kick -Off Meeting] B - Brazos, EC - Eagle County Project Team, j - joint (both are responsible) Phase Task Activity Description First Phase Task Duration Total Duration _. Weeks Owner Deliverables 1 1 Contract Award TBD J 2 Contract Signature TBD EC 3 Kick -Off Project 2w 2w J Official Work Plan 1 On -Site Meeting /Conference Call J 2 Gather requirements from all project owners J 3 Build official Work Plan J 4 Verify Work Plan with hardware vendors J Work Plan to be signed off by Count 4 Sign -off of Work Plan by County 3 Days 2.5w EC 5 Order hardware TBD B 6 Setup Configuration of ECS (off -site) 3 weeks 5.5w 1 Setup and Configure mobile software B 2 Receive all incoming interface samples to load into mobile device from Count EC 3 Setup and Configure all interfaces B Interface Documentation 4 Layout the citation printouts B Sample Layouts for Approval 6 Install mobile software onto County hardware off -site B 7 Test solution using County hardware B 8 Create sample interface files for County system(s) J 9 Test sample interface files J 10 Approve sample interface files EC 7 Create ATP Plan 1w 1 Build ATP Plan B 2 Approve ATP Plan EC 8 On -Site testing TBD 6.5w 1 Test PDAs and connectivity to server B 2 Test all interfaces for server B 3 Test web - citation entry screen B 4 Test web based reporting B 5 Certify ECS based upon ATP B 14 15 9 Training of 'Pilot Users' 3d 7w 1 Train officers on Classroom Train - the - Trainer and Field Training J 2 System Administrator Training J 3 Court Training 10 Acceptance Testing by County 32d TBD 1 Evaluate Hardware 2 Compile and Evaluate hardware observations 3 Finalize hardware selection 4 Initial Acceptance Test for "go live" 5 Initiation of Final Acceptance Period 30d 11 Final Acceptance ld B Eagle county sheriffs office signs off on ro'ect 12 Full Rollout of First Phase TBD Task are TBD 13 End of Phase I Debrief of all project principals 15 I CHANGE MANAGEMENT Effective communications are essential to the success of this project. Once the SOW has been approved, any changes to the SOW must follow the change process below. The change will only be considered part of the SOW and in -scope when the change document (Appendix III) is executed by both BRAZOS and AVON POLICE DEPARTMENT. Problem Identification Any problems identified will be reported to Eagle County Project Manager. Change Initiation All changes must be requested using the approved Change Request document (copy attached). Change Validation Change requests must be authorized by the Eagle County Project Manager and validated by the Brazos Technology Project Manager. Impact Estimation A thorough review of the potential impact of any change must be conducted by Brazos Technology Staff and presented to the Eagle County Project Manager before any change is initiated. Implementation The implementation of any changes shall follow the order and method described on the appropriate Change Request document. Approvals and Acceptance All Changes shall be authorized by the Eagle County Project Manager prior to initiation. The Eagle County Project Manager must also sign -off on the acceptance after testing of the prescribed change and prior to actual implementation. wi f PROJECT MANAGEMENT Brazos Team Project Manager — Janet Huff As Project Manager, Janet Huff will be responsible for establishing and administering controls to ensure the quality of deliverables are acceptable to AVON POLICE DEPARTMENT, monitoring project activities to ensure project schedules are met, and providing monthly Full Status Meetings. Project Manager will be able to authorize changes and will be expected to refer any problems or issued that cannot be resolved by on -site implementation staff to company management. Technical Lead — Ray Evans The Technical Lead, will be responsible for design and architecture of the Brazos software Training Lead — Matt Mentemeier The Training Lead, will be responsible for ensuring that all AVON POLICE DEPARTMENT Personnel specified in this SOW are appropriately trained according to the requirements of their participation in the project. 17 Eagle County Project Team Project Manager — Jacob Best The Project Manager for the Eagle County Project Team will be responsible for establishing and administering controls to ensure the quality of deliverables are acceptable to AVON POLICE DEPARTMENT. The Project Manager will also make decisions about any changes to the implementation plan or technical aspects of the system. Resource — Innovation Technical Manager (Eagle County) — Kevin Kromer Resource - Innovation Technical Manager (Eagle County) — Amanda Bay Resource - Innovation Technical Manager (Vail PD) — Ron Braden Resource — Innovation Technical Manager (Vail PD) — Troy Brown Resource — Innovation Technical Manager (Avon PD) — Robert McKenner Resource — Department Lead (Eagle County) — Jacob Best Resource — Department Lead (Eagle County) — Kevin Kromer Resource — Department Lead (Vail PD) — Irina Litviakou Resource — Department Lead (Vail PD) — Shannon Heinz Resource — Department Lead (Avon PD) — Ken Danmen Resource — Department Lead (Avon PD) — Lacy Chon is Progress Meetings Communication is crucial to the success of the project. Regular communication between BRAZOS and AVON POLICE DEPARTMENT staff are required. Full Status Meetings Monthly Reports to AVON POLICE DEPARTMENT Staff • Presented by BRAZOS project manager • The full status meeting schedule will begin upon acceptance of the SOW • Status of major activities • Target dates for completion of remaining tasks • Potential delays in reaching target dates and the basis for those delays • Proposed revisions to the overall work schedule — if any Progress Meetings Bi- weekly In Writing — prepared by Brazos' Project Manager • Recap of previous period's work • Preview of next period's tasks • Status of major activities • Target dates for completion of remaining tasks • Potential delays in reaching target dates and the basis for those delays • Proposed revisions to the overall work schedule — if any Communication Plan • The purpose of the Communication Plan is to define and document on -going communication commitments between BRAZOS and EAGLE COUNTY PROJECT TEAM. The Project Manager will provide a contact list to BRAZOS for each agency representative for direct communications with that respective agency. These individuals will be responsible for department policy, budget and overall strategic direction of the project. • Janet Huff as BRAZOS Manager, will create, maintain and distribute a contact list for all Project Team members. This list will be distributed to all Team members as required or requested via email and will include phone extension, cell number, email addresses, etc. of all BRAZOS Project Team members, AVON POLICE DEPARTMENT Project Team members as applicable. 19 SIGNATURES IN WITNESS WHEREOF, the parties have hereunder executed this Agreement effective as of the date last signed. AVON POLICE DEPARTMENT Signed::�'`,+d —sue= Print Name: 4; G !2 1 Z 77c,'--/,— Title: Date: 20 BRAZOS TECHNOLOGY Signed: 5 . -5reAf" Ca.ic, Print Name: Sennuel E). Williams Title: Vice President L141> Date: Appendix I — Change Order Form This form will be used to communicate any requested changes to this document and will be executed by both AVON POLICE DEPARTMENT and BRAZOS. Once executed, the change will be considered part of the SOW. Change Request ID: Date: Change Description: Change Goals: ❑ Upgrade ❑ Bug Fix ❑ Maintenance • Problem Fix • Performance Improvement ❑ Other Systems Involved: Business Units Impacted: Office Locations Impacted: Priority: Risk: Outage Window: ❑ High ❑ High ❑ Medium ❑ Medium Start Time: ❑ Low ❑ Low End Time: Target Install Date: Estimated Costs: Steps: Select all required planning steps and track by status: ❑ Change Specifications ❑ Pending ❑ In Progress ❑ Completed ❑ Technical Design ❑ Pending ❑ In Progress ❑ Completed ❑ Change Testing ❑ Pending ❑ In Progress ❑ Completed ❑ End -User Communication ❑ Pending ❑ In Progress ❑ Completed ❑ Approvals ❑ Pending ❑ In Progress ❑ Completed 21