11-15-2016 Joinder Agreement to the Services Agreement for a Law Enforcement Data WarehouseMEMBER AGENCY JOINDER AGREEMENT TO THE
SERVICES AGREEMENT FOR A LAW ENFORCEMENT DATA WAREHOUSE
This Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement
Data Warehouse (this "Joinder Agreement ") is entered into as of November 15, 2016 (the
"Joinder Effective Date "), by and among the Colorado Information Sharing Consortium, a
Colorado local government entity (the "CISC "), Numerica Corporation, a Colorado corporation
( "Numerica "), and the City of Avon Police Department, a Colorado local government entity (the
"Joining Party").
Capitalized terms used in this Joinder Agreement and not otherwise defined are defined in the
Services Agreement (including its attachments).
RECITALS
A. The CISC and Numerica entered into that certain Services Agreement for a Law
Enforcement Data Warehouse dated June 13, 2016 (the "Services Agreement ") for the
integration the Data Warehouse, the maintenance and provision of a Data Warehouse Service,
and for the provision of the Lumen Client Software Service. The Services Agreement is attached
hereto as Attachment 1 and is incorporated by reference.
B. The Joining Party desires to become a party to the Services Agreement. As a party to the
Services Agreement, the Joining Party will be considered a Member Agency and will have
certain of its Records integrated into the Data Warehouse, will be provided with the Data
Warehouse Service, and, at the election of the Member Agency, will be provided with the Lumen
Client Software Service subject to the terms and conditions of the Services Agreement and this
Joinder Agreement.
C. The Joining Party has executed the CISC's IGA.
D. The Joining Party's Records are hosted by the Town of Vail, which has already joined the
Services Agreement
E. The Services Agreement requires that, in certain circumstances, each Member Agency
shall pay its portion of a Project Fee to the CISC, who in turn shall remit the same to Numerica.
The non - appropriations clause in the Services Agreement applies to this payment obligation.
Neither Numerica nor the CISC can create any obligation on behalf of any Member Agency to
pay all or any portion of a Project Fee.
F. This Joinder Agreement may contain terms and conditions that modify or add to the
terms and conditions in the Services Agreement; if so, the modifying or additional terms and
conditions stated herein shall control over the terms and conditions stated in the Services
Agreement solely between the Parties hereto.
AGREEMENT
Now, THEREFORE, in consideration for the recitals, the mutual promises herein, and other good
and valuable consideration, the adequacy and receipt of which is acknowledged, the Parties agree
as follows:
Member Agency Joinder Agreement to the
Services Agreement for a Law Enforcement Data Warehouse
1. Joinder. The Joining Party joins in, becomes a party to, and agrees to be bound in all
respects by the terms and conditions of the Services Agreement. The Joining Party is a "Member
Agency" under the Services Agreement.
2. Lumen Entitlement. Pursuant to Section 3 of SOW 03, a Member Agency is entitled to
a limited number of Subscription Licenses to the Lumen Client Software Services. Please refer
to SOW 03 for further details.
a. Indicate the number of FTE certified peace officers here: 18
b. If the number of FTE certified peace officers is less than 58, a Member Agency is
entitled to one Analyst Subscription License.
C. If the number of FTE certified peace officers is equal to or greater than 58,
indicate the number and type of Subscription Licenses requested. The total calculated cost of the
requested Subscription Licenses cannot exceed $20 multiplied by the number of FTE certified
peace officers; see SOW 03 for details and limitations.
Analyst Subscription Licenses: n/a
Investigative Subscription Licenses: n/a
Dashboard Subscription Licenses: n/a
3. Notice Information.
Contact Person: Greg Daly (Chief of Police)
Phone Number: 970 - 748 -4049
Email: gdaly @avon.org
Mailing Address: 1 Lake St., Avon, CO 81620
[signature page follows]
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Member Agency Joinder Agreement to the
Services Agreement for a Law Enforcement Data Warehouse
[signature page]
IN WITNESS WHEREOF, the Parties are executing this Joinder Agreement to signify their
acceptance of all the terms and conditions stated above, to be effective as of the Joinder Effective
Date, regardless of the date of actual signature.
COLORADO INFORMATION SHARING
CONSORTIUM
By:....... .................
Name: Da PidShipley
Title: Executive Director
Date:. 12/ 292016 ...........................
NUMERICA CORPORATION
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By:........ .............. ........... .........
Name: Jeff Poore
Title: President
Date: „12/29/2016
TO O�F jAVON � OF q �d
By: nn
Attest:J E A L
Je e Fancher, ayor Debbie Hoppe, To Cle
Date:.....!`.. k"` ...........................
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3
Member Agency Joinder Agreement to the
Services Agreement for a Law Enforcement Data Warehouse
ATTACHMENT 1
SERVICES AGREEMENT FOR A LAW ENFORCEMENT DATA WAREHOUSE
SERVICES AGREEMENT FOR A LAw ENFORCEMENT DATA WAREHOUSE
This Services Agreement for a Law Enforcement Data Warehouse (this "Agreement," including
all attachments hereto) is entered into as of June 13, 2016 (the "Effective Date "), by and among
the Colorado Information Sharing Consortium, a Colorado local government entity (the "CISC "),
Numerica Corporation, a Colorado corporation ( "Numerica "), and the Member Agencies who
have joined this Agreement pursuant to Section 3. The CISC, Numerica, and the Member
Agencies who have joined this Agreement may be referred to herein as a "Party" or the
"Parties ".
Capitalized terms used in this Agreement are defined throughout this Agreement.
RECITALS
A. The purpose of the CISC is to facilitate the sharing of law enforcement and criminal
justice data and information by and among the Member Agencies and with other law
enforcement agencies.
B. The CISC desires to implement and offer a scalable data warehouse hosting law
enforcement and criminal justice data from Member Agencies. The CISC desires: (i) that the
data warehouse allow the data contained therein to be shared between the Member Agencies and,
at the option of the CISC and Member Agencies, with other law enforcement agencies; and
(ii) that any third -party provider of analytical or other data services be able to access and use the
data in the data warehouse for the purpose of providing services to the Member Agencies.
C. CISC and Numerica entered into an agreement dated April 13, 2015 (the "Lumen
Agreement "), which provides access to the Lumen Client Software Service to Member Agencies
who joined the Lumen Agreement. The Lumen Client Software Service is a data analytic
software service that enables the searching, analyzing, and sharing of law enforcement and
criminal justice data. As part of the Lumen Client Software Service offered under the Lumen
Agreement, Member Agencies who joined the Lumen Agreement had their law enforcement and
criminal justice data imported into a data warehouse maintained and operated by Numerica.
D. Numerica proposes to expand its existing law enforcement and criminal justice data
warehouse and to use the same to provide the data warehouse that the CISC desires.
E. SOW 03 and this Agreement have terms and conditions which are substantially similar to
those in the Lumen Agreement. The CISC and Numerica desire that this Agreement eventually
supersede the Lumen Agreement, but the Lumen Agreement cannot be terminated until there are
no law enforcement agencies receiving services thereunder.
F. Numerica has the expertise and skill to perform the Services described in this Agreement
and has the knowledge and capability to comply with the CJIS Security Policy. Numerica has
enrolled in, is current with, and complies with the CJIS Vendor Management Program operated
by the Colorado Bureau of Investigation
G. The CISC and Member Agencies desire to engage Numerica to implement, expand,
maintain, operate, and provide the data warehouse, to provide the Lumen Client Software
Service, and to provide additional services in accordance with this Agreement.
001
Services Agreement for a Law Enforcement Data Warehouse
AGREEMENT
NOW, THEREFORE, in consideration for the recitals, the mutual promises herein, and other good
and valuable consideration, the adequacy and receipt of which is acknowledged, the Parties agree
as follows:
1. Services Concerning a Law Enforcement Data Warehouse.
a. Subject to the terms and conditions of this Agreement, Numerica may perform
programming, consulting, application training, creation of deliverables, integration,
implementation, maintenance, operation, provision, analytical, and other professional services or
may provide software, software services, hardware, or other deliverables (collectively, the
"Services ") for the CISC and the Member Agencies as described in one or more statements of
work (each, a "Statement of Work" or "SOW').
b. SOW 01, SOW 02, and SOW 03 are attached to this Agreement as Exhibit A,
Exhibit B, and Exhibit C, respectively, and incorporated by reference. The Services set forth in
SOW 01 are generally in the nature of integrating data from Member Agencies into a data
warehouse. The Services set forth in SOW 02 are generally in the nature of maintaining and
operating the data warehouse and providing the same as a service to Member Agencies. The
Services set forth in SOW 03 are generally in the nature of providing the Lumen Client Software
Service to Member Agencies who elect to be provided with the same.
C. Other than SOW 01, SOW 02, and SOW 03, any additional Statements of Work
shall only be binding on the Parties if executed by the Parties. Changes to the scope of the
Services set forth in a Statement of Work may only be made in a writing executed by the Parties
to whom the Statement of Work applies.
2. Compensation and Payment Terms.
a. Each Statement of Work shall contain payment terms and conditions applicable to
that Statement of Work and shall contain all fees and other compensation (the "Project Fee ")
payable to Numerica for the Services to be perfonned under that Statement of Work. The CISC
or a Member Agency may withhold from payment any amounts that it disputes in good faith
pending resolution of such dispute, provided that any amounts which are not in dispute shall be
paid timely. Upon the resolution of the dispute, the CISC or the Member Agency, as
appropriate, shall pay the amount set forth in the resolution of the dispute, if applicable.
b. Unless otherwise stated in a Statement of Work, the CISC shall pay the Project
Fee to Numerica pursuant to the terms and conditions stated in the Statements of Work. A
Statement of Work may indicate that the CISC is passing the Project Fee on to the Member
Agencies. If the Project Fees are being passed on to the Member Agencies, the CISC shall take
reasonable actions to collect the Project Fee from the Member Agencies and remit the amounts
collected to Numerica. In such a situation, the CISC's obligation to pay Numerica is contingent
upon the CISC collecting such amounts from the Member Agencies. Notwithstanding anything
to the contrary, Numerica is not obligated to provide Services to a Member Agency that is not
current with its payment obligations hereunder (except for amounts withheld by a Member
Agency pending the resolution of a good faith dispute concerning the same).
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Services Agreement for a Law Enforcement Data Warehouse
C. Each Member Agency shall pay to the CISC its portion of a Project Fee as
indicated on a Statement of Work. Neither Numerica nor the CISC has the authority to create
any obligation on behalf of any Member Agency to pay all or any portion of a Project Fee.
3. Joining this Agreement.
a. Definition of Member Agency. "Member Agency" means a law enforcement
agency who has executed the CISC's founding intergovernmental agreement (the "CISC's IGA ")
and has joined this Agreement. A law enforcement agency that has joined this Agreement but
has not executed the CISC's founding intergovernmental agreement may be considered a
Member Agency, subject to the limitations specified herein.
b. The CISC's executive director is authorized to sign the Joinder Agreement on
behalf of the CISC.
C. Joinder by Member Agencies. A law enforcement agency (or its parent
government) that executed the CISC's IGA may join this Agreement at any time by executing a
joinder agreement substantially in the form attached hereto as Exhibit D (a "Joinder Agreement ")
and delivering the same to the CISC and to Numerica. If a Joinder Agreement does not modify
or add to the terms and conditions of this Agreement, then the CISC and Numerica shall execute
the Joinder Agreement.
d. Joinder by Non - Member Agencies. With the written consent of the CISC, a law
enforcement agency (or its parent government) that has not executed the CISC's IGA may join
this Agreement by executing a Joinder Agreement and delivering the same to the CISC and to
Numerica. If the CISC gave written consent and if the Joinder Agreement does not modify or
add to the terms and conditions of this Agreement, then the CISC and Numerica shall execute the
Joinder Agreement. Numerica may only provide the Services set forth on SOW O1 to a law
enforcement agency that joins this Agreement but has not signed the CISC's IGA until that
agency has executed the CISC's IGA (unless the CISC gives its written approval otherwise).
e. Joinder Agreement with Modified or Additional Terms. If a Joinder
Agreement modifies or adds to the terms and conditions of this Agreement, then the CISC and
Numerica are not obligated to execute the Joinder Agreement. A Joinder Agreement which
modifies or adds to the terms and conditions of this Agreement will only be binding on the
Parties who have executed it.
4. CISC Project Manager. The CISC shall identify a primary point of contact (a "Project
Manager") concerning this Agreement and all Services to be provided hereunder. In matters
concerning the day -to -day implementation and maintenance of the Services, Numerica may
communicate directly with Member Agencies as needed. Project Manager shall diligently work
to promote the efficient performance of the Parties' obligations under this Agreement. Numerica
will seek the timely involvement of the Project Manager when events, problems, concerns, or
requests affecting Services or this Agreement cannot effectively be addressed with the Member
Agencies. Numerica shall permit the Project Manager to access Member Agencies search query
history and records of the Member Agency's use of and transactions in the Services.
5. Independent Contractor Status. This Agreement shall not render Numerica or any of
Numerica's agents an employee, partner, agent of, or joint venturer with the CISC or any
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Services Agreement for a Law Enforcement Data Warehouse
Member Agency for any purpose. Numerica is and will remain an independent contractor in its
relationship to the CISC and each Member Agency and Numerica's agents are not and will not
become the CISC's or any Member Agency's employees.
a. TAXES.
i. NEITHER THE CISC NOR ANY MEMBER AGENCY SHALL BE RESPONSIBLE
FOR WITHHOLDING TAXES WITH RESPECT TO NUMERICA'S COMPENSATION HEREUNDER. IF
REQUIRED BY LAW, THE CISC SHALL REPORT ALL PAYMENTS MADE TO NUMERICA ON A
CALENDAR YEAR BASIS USING IRS FORM 1099. NEITHER THE CISC NOR ANY MEMBER
AGENCY HAS ANY OBLIGATION TO (1) WITHHOLD FICA (SOCIAL SECURITY AND MEDICARE
TAXES) FROM NUMERICA'S PAYMENTS OR MAKE FICA PAYMENTS ON NUMERICA'S
BEHALF, (2) MAKE STATE OR FEDERAL UNEMPLOYMENT COMPENSATION CONTRIBUTIONS
OR PAYMENTS ON NUMERICA'S BEHALF, OR (3) WITHHOLD STATE OR FEDERAL INCOME TAX
FROM NUMERICA'S PAYMENTS. NEITHER THE CISC NOR ANY MEMBER AGENCY WILL PAY
TAXES ON NUMERICA'S INCOME DERIVED FROM THIS AGREEMENT.
ii. THE PROJECT FEES UNDER THIS AGREEMENT DO NOT INCLUDE ANY CHARGE
FOR TAXES AND THE CISC AND THE MEMBER AGENCIES ARE SOLELY RESPONSIBLE FOR
PAYING ANY AND ALL FEDERAL, STATE, AND LOCAL SALES, USE, AND IMPORT /EXPORT
TAXES AND CUSTOMS DUTIES ATTRIBUTABLE TO THIS AGREEMENT.
b. INSURANCE. NEITHER THE CISC NOR ANY MEMBER AGENCY SHALL HAVE ANY
OBLIGATION TO, AND SHALL NOT, OBTAIN WORKERS' COMPENSATION OR UNEMPLOYMENT
INSURANCE OR ANY OTHER INSURANCE COVERAGE OF ANY KIND ON BEHALF OF NUMERICA.
C. Method of Performing Services; Results. In accordance with this Agreement,
Numerica will determine the method, details, and means of performing the Services. Neither the
CISC nor any Member Agency shall control the manner or determine the method of performing
the Services.
d. Workplace, Hours, and Instrumentalities. Numerica may perform the Services
at any place or location and at such times as Numerica shall determine. With the exception of
any tools or instrumentalities explicitly identified elsewhere in this Agreement as being supplied
by the CISC, Member Agencies, or other third parties, Numerica agrees to provide all tools and
instrumentalities, if any, required to perform the Services.
e. Limitations on Authority. No Party shall have the right, power, or authority to
bind any other Party to the fulfillment of any condition, contract, or obligation or to create any
liability binding on any other Party.
f. Nonexclusive Services. In its sole discretion, Numerica may render services on
its own account or for any other person during the term of this Agreement.
g. Requisite Skills. Numerica has the requisite knowledge, expertise, experience,
and training to perform the Services, and neither the CISC nor any Member Agency will provide
Numerica with any training concerning the manner or methods of performance of the Services.
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Services Agreement for a Law Enforcement Data Warehouse
6. Representations and Warranties.
a. Numerica's Representations and Warranties. Numerica represents and
warrants that the following are true as of the Effective Date and will be true throughout the term
or period in which Numerica provides Services hereunder.
i. Numerica and its subcontractors, if any, have the capacity and the
professional experience and skill to perform the Services. The Services will be
performed in accordance with this Agreement and standards of care, skill, and diligence
provided by competent professionals who perform services of a similar nature to those
specified in this Agreement. The Services shall be provided in a good and workman like
manner.
ii. To Numerica's knowledge, the information supplied by Numerica in the
performance of the Services is tnrthf it and accurate in all material respects.
iii. The Services provided under this Agreement shall be adequate and
sufficient for their intended purposes.
iv. Numerica has complied and will comply with all federal, state, and local
laws, rules, regulations, ordinances and/or similar directives regarding business permits,
certificates, and licenses that are required to provide the Services.
V. During the period or term that Services in the nature of software or
software services are provided, such Services will conform to Numerica's applicable
documentation.
Vi. Any software Services that Numerica installs on the Member Agency's
computers, network systems, and Data Sources (collectively, the "Member Agency's
Systems") will not have a material adverse effect on that Member Agency's Systems.
b. Numerica's Disclaimers.
i. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT: (1) THE SERVICES
ARE PROVIDED BY NUMERICA "AS -IS" AND NUMERICA MAKE NO EXPRESS OR IMPLIED
WARRANTY WITH RESPECT TO THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NON - INFRINGEMENT, TITLE, QUALITY, OR
FITNESS FOR A PARTICULAR PURPOSE; (2) NUMERICA EXPRESSLY DISCLAIMS ANY AND ALL
SUCH WARRANTIES; AND (3) NUMERICA DOES NOT WARRANT THAT ALL ERRORS CAN OR
WILL BE CORRECTED OR THAT THE SERVICES WILL BE WITHOUT ERROR OR INTERRUPTION.
ii. IN ADDITION TO ANY OTHER WARRANTY DISCLAIMERS IN THIS AGREEMENT,
NUMERICA DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS OR
OUTPUT THAT MAY BE OBTAINED FROM THE MEMBER AGENCY'S USE OF THE SERVICES.
iii. The representations and warranties set forth in Section 6.a do not apply to
errors, interruptions, problems, defects, or issues (collectively, "Errors ") that result from
(1) factors outside of Numerica's reasonable control, including without limitation any
actions or inactions by third parties other than Numerica's subcontractors; (2) failure by
the CISC or a Member Agency to comply with this Agreement; (3) failure by the CISC or
a Member Agency to use the Services in accordance with the documentation or other
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Services Agreement for a Law Enforcement Data Tarehouse
appropriate instructions of Numerica; (4) the improper use or misuse by the CISC or a
Member Agency of the Services; (5) Errors in a Member Agency's data not caused by
Numerica; and (6) the fault or negligence of the CISC or a Member Agency.
iv. Exclusive Remedy. In the event of a breach of Numerica's
representations and warranties set forth in Section 6.a as they apply to any Services in the
nature of software or software services, and as the CISC's and as each Member Agency's
sole and exclusive remedy, Numerica will repair or replace the applicable software
Services, or any portion thereof, with conforming Services. Repair or replacement may
include the following: (1) corrected items; (2) corrected documentation; or
(3) instructions or procedures to bypass the problem until a more permanent correction
can be implemented.
C. Representations and Warranties of the CISC and Member Agencies. Each
Member Agency represents and warrants to Numerica and the CISC (i) that it has the lawful
right and authority to provide any and all data that it furnishes under this Agreement or which it
otherwise places into the data warehouse and (ii) that Numerica's use of such data in accordance
with this Agreement will not violate or infringe the rights of any third party or any law or
agreement.
d. Other Terms.
i. If performance of the Services by Numerica is delayed due to factors
beyond Numerica's reasonable control, or if conditions of the scope or type of Services
are expected to change, Numerica shall give timely notice to the CISC and the affected
Member Agencies of such delay or change unless, under the circumstances, the CISC or
the Member Agency are already aware or should reasonably be aware of the foregoing.
H. Review, acceptance, or approval by the CISC or any Member Agency of
the Services performed or delivered will not relieve Numerica of any responsibility for
deficiencies, omissions, or Errors in said Services or deliverables, nor shall it be
construed to operate as a waiver of any rights under this Agreement or of any cause of
action arising out of Numerica's performance under this Agreement.
7. Security of Law Enforcement and Criminal Justice Records.
a. Standard of Care. Numerica shall use reasonable efforts consistent with
prevailing industry standards, but not less than due care, to ensure the security and
confidentiality of any law enforcement or criminal justice records held, stored, or maintained by
Numerica. All law enforcement or criminal justice records of the Member Agencies are
Confidential Information.
b. CJIS Security Policy. Numerica represents and warrants (i) that it has the
knowledge, expertise, experience, and training to comply with the Criminal Justice Information
Services Security Policy, including the Security Addendum thereto (the "CJIS Security Policy ")
and (ii) that all Services will be performed in compliance with the CJIS Security Policy (as
applicable). Numerica shall execute the certification to the Security Addendum of the CJIS
Security Policy, which is incorporated by reference, before performaing of any Services.
Numerica shall comply with the terns and conditions of the CJIS Security Policy to the extent
applicable at all times.
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Services Ab •eement for a Law Enforcement Data YYarehouse
C. CBI I CJIS Vendor Management Program. Numerica shall maintain its
enrollment and participation in the CJIS Vendor Management Program operated by CBI.
d. CJIS Audit. At the request of the CISC, Numerica shall submit to an audit by
CBI or the Federal Bureau of Investigation of Numerica's compliance with the CJIS Security
Policy. The CISC may request up to one audit every two years, which may be in addition to any
other audits of Numerica's compliance with the CJIS Security Policy required by law.
e. Security Notification. Numerica shall notify the CISC in writing and in a timely
manner in the event of any security incidents related to the Services, regardless of whether the
incident violated or potentially involved the CJIS Security Policy. Numerica's notice of a
security incident shall include, at minimum, (i) a description of the incident, (ii) the harm or
potential harm resulting therefrom, and, (iii) if the incident involved any data, the name of the
Member Agency (or other person) that owned or was responsible for that data.
E State Law Requirements. The Parties shall comply with C.R.S. §§ 24 -72 -301,
et seq., concerning the treatment of criminal justice records. Numerica shall not be considered a
"custodian" of any criminal justice records as defined in C.R.S. § 24 -72- 302(5).
g. Changes in Law. If there are changes or updates to law or best practices
involving the storage, transmission, transcription, or use of law enforcement or criminal justice
information or data, then the Parties shall comply with the changed or updated law or best
practices; provided, however, that if the changed or updated law or best practices would have a
material adverse effect on the legitimate expectations of a Party, on the reasonable performance
of a Party's obligations hereunder, or on the purposes of this Agreement, the Parties will
negotiate in good faith to address the situation in a manner that is acceptable to all Parties.
8. Insurance. Numerica must purchase and maintain insurance of the kind and in the
minimum amounts specified below.
a. Mandatory Insurance. Numerica agrees to procure and maintain, at its own
expense, the following policies of insurance before performing any Services:
i. Workers Compensation Insurance. Worker's compensation insurance
to cover obligations imposed by applicable laws for any employer engaged in the
performance of Services under this Agreement:
Worker's Compensation Insurance
Each Accident
Statutory
Each Employee for Disease
Statutory
Numerica shall comply with the requirements of the Worker's Compensation Act of
Colorado and shall provide worker's compensation insurance to protect Numerica from
and against any and all worker's compensation claims arising from the performance of
services under this Agreement.
ii. Commercial General Liability Insurance. Commercial general liability
insurance with minimum combined single limits of two million dollars ($2,000,000) each
occurrence and three million dollars ($3,000,000) aggregate. The policy shall be
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Services Agreement for- a Law Enforcement Data Warehouse
applicable to all premises and operations. The policy shall include coverage for bodily
injury, broad form property damage (including completed operations), personal injury
(including coverage for contractor and employee acts), blanket contractual, independent
contractors, products, and completed operations. The policy shall contain a severability
of interests provision. Coverage must be on an "occurrence" basis as opposed to a
"claims made" basis. This insurance must pay on behalf of Numerica all sums which
Numerica shall become legally obligated to pay as damages because of bodily injury or
property damage caused by an occurrence up to the specified limits of liability for each
occurrence.
iii. Data Breach Insurance. Data Breach insurance with first party coverage
of one hundred thousand dollars ($100,000) and third party coverage of five hundred
thousand dollars ($500,000). Coverage shall insure against information theft, damage to
or destruction of electronic information, negligent release of private information by
Numerica or its subcontractors, and network security. The policy shall provide coverage
for breach response costs as well as regulatory fines and penalties. This insurance must
pay on behalf of Numerica sums which Numerica shall become legally obligated to pay
as damages because of bodily injury or property damage caused by an occurrence up to
the specified limits of liability for each occurrence.
iv. Commercial Automobile Liability Insurance. Commercial automobile
liability insurance with minimum combined single limits for bodily injury and property
damages of not less than one million dollars ($1,000,000) each occurrence with respect to
each of Numerica's owned, hired, and non -owned vehicles assigned to or used in
performance of the Services. The policy shall contain a severability of interests
provision. Commercial automobile liability insurance must cover Numerica for all sums
which Numerica shall become legally obligated to pay as damages because of bodily
injury or property damage caused by the occurrence up to the specified limits of liability
for each occurrence.
V. Professional Liability Insurance. Errors and omissions or professional
liability insurance with a minimum coverage amount of two million dollars ($2,000,000)
per occurrence or claim and two million dollars ($2,000,000) aggregate and for two years
beyond the completion of all Services.
b. Other Insurance Terms.
i. The above - mentioned coverages shall be procured and maintained with
insurers with an A- or better rating, as determined by Best's Key Rating Guide. All
coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by Numerica.
ii. The policies required above shall be primary insurance, and any insurance
carried by the CISC or any Member Agency, their officers, or their employees shall be
excess and not contributory insurance to that provided by Numerica. No additional
insured endorsement to the policies required above shall contain any exclusion for bodily
injury or property damage arising from completed operations. Numerica shall be solely
responsible for any deductible losses under any policy required herein.
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Services Agreement for a Law Enforcement Data Warehouse
iii. The required commercial general liability, data breach, and commercial
automobile liability policies shall be endorsed to name the CISC as certificate holder and
name the CISC, each Member Agency, and their elected officials, officers, employees,
and agents as additional insureds. The required worker's compensation and errors and
omissions or professional liability policies shall be endorsed to include the CISC as a
certificate holder. The policies shall provide that the CISC will receive notice no less
than 30 days prior to cancellation, termination, or a material change to the policies.
iv. Numerica shall not be relieved of any liability, claims, demands, or other
obligations assumed pursuant to this Agreement by reason of its failure to procure or
maintain insurance, or by reason of its failure to procure or maintain insurance in
sufficient amounts, durations, or types.
V. Failure on the part of Numerica to procure or maintain policies providing
the required coverages, conditions, and minimum limits shall constitute a material breach
of contract upon which the CISC may immediately terminate this Agreement, or, at the
CISC's discretion, the CISC may procure or renew any such policy or any extended
reporting period thereto and may pay any and all premiums in connection therewith, and
all monies so paid by the CISC shall be repaid by Contractor to the CISC upon demand,
or the CISC may offset the cost of the premiums against any monies due to Numerica
from the CISC.
vi. The CISC has the right to request and receive a certified copy of any
policy and any endorsement thereto.
C. Insurance Certificates. If requested by the CISC, Numerica shall deliver to the
CISC certificates of insurance as evidence that policies providing any and all required coverages
and limits are in full force and effect. These certificates will serve as an indication to the CISC
that Numerica has acquired all necessary insurance; however, the CISC may require that certified
copies of the insurance policies be submitted and may withhold payment for Services until the
applicable insurance policies are received and found to be in accordance with the Agreement.
Insurance limits must be indicated on each certificate of insurance.
9. Indemnification and Hold Harmless.
a. Numerica shall hold harmless, defend, and indemnify the CISC, each Member
Agency, and all of their respective officers, officials, employees, and volunteers from and against
any and all liability, loss, damage, expense, and cost (including without limitation reasonable
attorneys fees, costs, and fees of litigation) of every nature arising out of or in connection with
any third -party claim, action, suit, or proceeding (a "Claim ") proximately caused by Numerica's
acts or omissions, except to the extent that such Claims were caused by the breach, negligence,
error, violation of law or willful or other act or misconduct of the CISC or a Member Agency.
b. Each Party shall be liable for all liability, loss, damage, expense, and costs
proximately caused by its own acts or omissions.
10. Intellectual Property Indemnification.
a. Definition. "Intellectual Property" means copyrights, trademarks, trademark
applications (including intent -to -use applications), trade names, moral rights, trade secrets,
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Services Agreement for a Law Enforcement Data Warehouse
patents, patent applications, inventions, invention disclosures, know -how, designs, and other
items commonly recognized as intellectual property under the laws of the United States or any
other country.
b. Indemnification. In the event of a Claim against the CISC or any Member
Agency asserting or involving an allegation that the Services infringe upon or violate any
Intellectual Property right of any person or entity, Numerica shall hold harmless, defend, and
indemnify the CISC, each Member Agency, and all of their respective officers, officials,
employees, and volunteers from and against any and all liability, loss, damage, expense, costs
(including without limitation attorneys fees, costs, and fees of litigation) of every nature arising
out of or in connection with such Claim, whether or not such Claim is successful.
C. Remedies for an Infringement Claim.
i. Notwithstanding and in addition to Numerica's indemnification obligation
set forth in Section I O.b, in the event of a Claim against the CISC or any Member
Agency asserting or involving an allegation that the Services infringe upon or violate any
Intellectual Property right of any person or entity, or if in Numerica's reasonable opinion
the Services are likely to become the subject of such a Claim of infringement, Numerica
will (1) procure for the CISC and each Member Agency the right to continue using the
Services; (2) replace or modify the Services so that they become non- infringing (such a
modification or replacement shall be materially similar to the original); or, (3) if neither
(1) nor (2) is achieved despite Numerica's reasonable efforts, terminate a particular
Statement of Work or this Agreement. Numerica's indemnification obligation set forth in
Section IO.b will survive termination pursuant to this Section I O.c.
ii. If Numerica terminates a Statement of Work or this Agreement pursuant
to this Section IO.c: (1) within six months after the Effective Date hereof, then Numerica
shall refund to the CISC and to each Member Agency all fees paid under the terminated
Statement of Work or under this Agreement; (2) between six and 12 months after the
Effective Date hereof, then Numerica shall refund to the CISC and to each Member
Agency one half of all fees paid under the terminated Statement of Work or under this
Agreement; and (3) 12 months or after the Effective Date hereof, then Numerica shall
refund to the CISC and to each Member Agency a pro -rated portion of the fees paid that
reflect the remaining portion of the applicable period or term that Services are to be
provided at the time of termination.
d. Exclusive Remedy. This Section 10 sets forth the CISC's and each Member
Agency's sole and exclusive remedy for any Claim of Intellectual Property infringement.
11. LIMITATIONS OF LIABILITY.
a. IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS
AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. LIMITATION OF NUMERICA's LIABILITY. THE CUMULATIVE LIABILITY OF
NUMERICA IN CONNECTION WITH, ARISING UNDER, OR IN RELATION TO THIS AGREEMENT,
HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), IS
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Semites Agreement for a Law Enforcement Data Warehouse
LIMITED TO THE GREATER OF (1) THE AMOUNT OF INSURANCE COVERAGE REQUIRED UNDER
SECTION 8 APPLICABLE TO THE EVENT(S) GIVING RISE TO NUMERICA'S LIABILITY (REGARDLESS OF
WHETHER NUMERICA ACTUALLY PURCHASED CONFORMING INSURANCE) AND (II) THE TOTAL
AMOUNT OF FEES ACTUALLY PAID TO NUMERICA UNDER THIS AGREEMENT IN THE SIX MONTH
PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO NUMERICA'S LIABILITY. THIS LIMITATION OF
LIABILITY WILL NOT APPLY TO NUMERICA'S INTELLECTUAL PROPERTY INDEMNIFICATION
OBLIGATION UNDER SECTION 10.
C. LIMITATION OF THE CISC'S AND MEMBER AGENCIES' LIABILITY.
i. THE AGGREGATE CUMULATIVE LIABILITY OF THE CISC AND THE MEMBER
AGENCIES IN CONNECTION WITH, ARISING UNDER, OR IN RELATION TO THIS AGREEMENT,
HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
NEGLIGENCE), IS LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO NUMERICA
UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO
THE CISC'S OR THE MEMBER AGENCY'S LIABILITY.
ii. EACH MEMBER AGENCY'S LIABILITY IN CONNECTION WITH, ARISING
UNDER, OR IN RELATION TO THIS AGREEMENT, HOWEVER CAUSED, AND REGARDLESS OF THE
THEORY OF LIABILITY (INCLUDING NEGLIGENCE), IS FURTHER LIMITED TO THE TOTAL
AMOUNT OF FEES ACTUALLY PAID BY THE MEMBER AGENCY UNDER THIS AGREEMENT IN
THE SIX MONTH PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO THE MEMBER AGENCY'S
LIABILITY.
iii. THESE LIMITATIONS OF LIABILITY DO NOT LIMIT THE CISC'S AND THE
MEMBER AGENCIES' OBLIGATION TO PAY ANY PROJECT FEES TO NUMERICA WHEN DUE.
d. NOTHING IN THIS AGREEMENT SHALL BE DEEMED A WAIVER OF THE CISC'S OR ANY
MEMBER AGENCY'S PRIVILEGES OR IMMUNITIES PURSUANT TO THE COLORADO GOVERNMENTAL
IMMUNITY ACT, C.R.S. §§ 24 -10 -101, ETSEQ.
12. Termination.
a. Termination for Breach. Either Numerica or the CISC may terminate this
Agreement if the other commits a material breach of this Agreement, including a breach of a
representation or warranty, by giving the breaching Party written notice of termination for
breach. The notice of termination for breach must specify the nature of the breach in reasonable
detail. This Agreement will automatically terminate if the breach described in the notice is not
cured within 14 days after the notice is given. A termination for breach will be without prejudice
to the rights any Party may have against another, whether arising in connection with the breach
or otherwise.
b. Termination of Joinder. Any Party may terminate a particular Joinder
Agreement and the applicable Member Agency's participation in this Agreement if Numerica or
the Member Agency commits a material breach of this Agreement, including a breach of a
representation or warranty, by giving the breaching Party written notice of termination for
breach. The notice of termination for breach must specify the nature of the breach in reasonable
detail. The Joinder Agreement will automatically terminate if the breach described in the notice
is not cured within 14 days after the notice is given. A termination for breach will be without
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Services Agreement for a Law Enforcement Data Warehouse
prejudice to the rights any Party may have against another, whether arising in connection with
the breach or otherwise.
C. Effect of Termination. Numerica shall provide no further Services in connection
with this Agreement (or a terminated Joinder Agreement) after the effective date of termination.
The CISC and each Member Agency shall have no liability for any Services performed after the
effective date of termination. Numerica shall be entitled to receive compensation in accordance
with this Agreement for any Services completed in accordance with this Agreement.
Notwithstanding the above, no Party shall be relieved of liability for damages sustained by virtue
of any breach of this Agreement or any other liability obligation that survives the termination or
expiration of this Agreement. Except as otherwise expressly provided, upon termination of this
Agreement, the CISC and the Member Agencies shall cease use of the Services.
13. Confidentiality.
a. Definition of Confidential Information. As used in this Section 13, the word
"information" refers to data or information in any form or medium.
i. Definition. "Confidential Information" means all information that a Party
(a "Disclosing Party ") discloses to another Party (a "Receiving Party ") that falls within
one or more of the following categories: (1) any information marked or identified as
Confidential Information; (2) any information which the Receiving Party knows or
reasonably should know that the Disclosing Party is required to keep confidential under a
binding obligation with a third party; and (3) all information provided to a Receiving
Party which the Receiving Party knows or reasonably should know could be detrimental
to the interests of the Disclosing Party if disclosed or used without authorization, whether
or not such information is identified as confidential.
ii. Exceptions. Information that falls into any one or more of the following
categories will not constitute Confidential Information: (1) information that is or becomes
part of the public domain through no fault of the Receiving Party; (2) information that the
Receiving Party can show was known by it prior to its receipt from the Disclosing Party;
(3) information that the Receiving Party can show was independently developed by or for
it without relying on any Confidential Information; (4) information that the Receiving
Party can show was rightfully received from a third party who is not under any obligation
to maintain the confidentiality of such information, under circumstances not involving a
violation of the rights of the Disclosing Party.
iii. Court Order. The Receiving Party will not be in breach of the
obligations hereunder to the extent that, based upon the advice of counsel, it provides
Confidential Information under a court order or discloses Confidential Information as
required by law. Before the Receiving Party discloses Confidential Information under
this Section 13.a.iii, it must immediately notify the Disclosing Party of the court order or
legal requirement, must give the Disclosing Party a reasonable opportunity to contest or
limit the required disclosure, and must provide reasonable assistance at the Disclosing
Party's expense, except to the extent it is illegal to do any of the foregoing.
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Services Agreement for a Law Enforcement Data Warehouse
b. Protection of Confidential Information. Except as otherwise provided or
permitted in this Agreement, the Receiving Party will not do any of the following, directly or
indirectly, without the written consent of the Disclosing Party: (i) disclose, transfer, or otherwise
conmiunicate to any third party any Confidential Information; or (ii) use Confidential
Information for any purpose. The Receiving Party will not permit any of its respective agents or
employees to take any action prohibited by this Section 13.b.
C. Availability of Injunctive Relief. The unauthorized use or disclosure of
Confidential Information would be highly prejudicial to the interests of the Disclosing Party and
would materially damage the Disclosing Party. Therefore, the Disclosing Party will be presumed
entitled to injunctive relief to protect its Confidential Information against unauthorized
disclosure or use in violation of this Agreement.
d. Return of Confidential Information. Upon termination of this Agreement:
(i) the Receiving Party will at its option, immediately destroy or deliver to the Disclosing Party
the originals and all copies of any and all materials and writings received from, created for, or
belonging to the Disclosing Party which relate to or contain any Confidential Information; and
(ii) the Receiving Party will permanently delete any and all Confidential Information from all
computers and other electronic data storage devices in the Receiving Party's or its agent's or
employee's control. If the Receiving Party opts to destroy the Confidential Information, it will
provide a written certification of the destruction of the Confidential Information to the
Disclosing Party.
14. Member Agencies' Data. Each Member Agency grants to Numerica a limited right and
license to use that Data (definied in SOW 01) originated by that Member Agency solely for the
purposes set forth herein. The foregoing license shall terminate if the Member Agency
terminates its Joinder Agreement. All the Data in the Data Warehouse is and shall remain the
sole property of the originating Member Agency. Other than the rights granted herein, the
Member Agencies reserve all rights in and to the Data. All Data shall be considered Confidential
Information. No ownership rights are being conveyed to Numerica hereunder.
15. Ownership of Numerica's Proprietary Rights. Except as otherwise expressly stated in
this Agreement and to the extent applicable, all Services are licensed or provided as a service to
the CISC and the Member Agencies and not sold (notwithstanding the use of the term
"purchase ", if used herein). Except as otherwise expressly stated, all Intellectual Property rights
associated with the Services are the exclusive property of Numerica or its licensors. All rights in
and to the Services and Numerica's other Intellectual Property not expressly granted to the CISC
or the Member Agencies are reserved by Numerica. No ownership rights are being conveyed to
the CISC or to a Member Agency hereunder.
16. Restrictions.
a. Except to the extent expressly provided otherwise in this Agreement, the CISC
and each Member Agency will not (and will not allow any third party to): (i) reverse engineer or
attempt to discover any source code or underlying ideas or algorithms of any part of the Services;
(ii) provide, lease, lend, or otherwise use or allow person not a Party to this Agreement to access
or use the Lumen Client Software Service; (iii) list or otherwise display or copy any object code
of any part of the Services; (iv) develop any improvement, modification, or derivative work to
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Services Agreement for a Law Enforcement Data Marehouse
any Services or include a portion thereof in any other equipment or item; (v) allow the transfer,
transmission, export, or re -export of any Services (or any portion thereof) or of Numerica's
technical data; or (vi) perform benchmark tests without the prior written consent of Numerica
(any results of such permitted benchmark testing shall be deemed Numerica's Confidential
Information). Notwithstanding these restrictions, nothing herein shall prevent a Member Agency
or any third party from developing software that interfaces with the API or Numerica's public
application programming interfaces, if any.
b. Notwithstanding the foregoing or any statement to the contrary in this Agreement,
nothing herein alters any provision of an open source software license that applies to those
portions of the Services that constitutes or incorporates open source software. Except to the
extent it constitutes open source software or as otherwise expressly provided for herein, all
source code and algorithms associated with the Services is considered Numerica's Confidential
Information.
17. Export Control. The Services may be subject to export controls under U.S. and foreign
laws and regulations. The CISC and Member Agencies are solely responsible for ensuring
compliance with U.S. and foreign export control laws and regulations. Neither the CISC nor any
Member Agency shall transfer, export, or re- export, directly or indirectly, any Services to any
country outside the United States or to any prohibited person, entity, or end -user as specified by
U.S. export controls including, but not limited to, anyone on the United States Treasury
Department's list of Specifically Designated Nationals, the U.S. Commerce Department's
Denied Persons List, or the U.S. State Department's List of Statutorily Debarred Parties.
18. Lumen Agreement I SOW 03.
a. The CISC and Numerica shall not permit any Member Agencies who have not
joined the Lumen Agreement as of the Effective Date hereof to join the Lumen Agreement.
Going forward, all Member Agencies who have not joined the Lumen Agreement and who desire
to use the Lumen Client Software Services may do so through SOW 03 to this Agreement.
b. When the term or subscription period applicable to a Member Agency who joined
the Lumen Agreement expires, Numerica and the CISC shall not permit the Member Agency to
renew for continued Lumen Client Software Service under the Lumen Agreement.
C. A Member Agency may terminate its joinder to the Lumen Agreement if it elects
to receive the Lumen Client Software Services pursuant to SOW 03. When all the joinders for
the parties who joined Lumen Agreement have terminated or expired and Lumen is not obligated
to provide services under the Lumen Agreement, the Lumen Agreement shall terminate without
any further action required.
19. Notices. Notices to be provided under this Agreement shall be given in writing and
delivered in person, by email, or by U.S. Mail. The notice information set forth below may be
changed by giving notice to the other Party.
Colorado Information Sharing Consortium (CISC) With a copy to (CISC):
Attn: Mr. David Shipley, Executive Director Fairfield and Woods, P.C.
15001 East Alameda Parkway Attn: Mr. Ryan Tharp
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Services Agreement for a Law Enforcement Data Warehouse
Aurora, CO 80012
1801 California St. Ste. 2600
dshipley @adcogov.org
Denver, CO 80202
rtharp @fwlaw.com
Numerica Corporation
Attn: Mr. Jeff Poore
5042 Technology Parkway, Ste. 100
Fort Collins, CO 80528
jeffpoore @numerica.us
20. General Terms.
a. Further Assurances. Each Party shall execute all further documents and take all
further acts reasonably necessary or appropriate to carry out this Agreement.
b. Amendments. Amendments to this Agreement must be in writing and signed by
all affected Parties. An amendment which alters the rights of a Member Agency shall only be
binding on that Member Agency if it is signed by that Member Agency.
C. Entire Agreement. This Agreement is the complete and exclusive statement of
all agreements between the Parties, and this Agreement supersedes all prior proposals and
understandings, oral and written, relating to the subject matter hereof.
d. Assignment. Numerica may not assign this Agreement nor delegate any
obligation, in whole or in part, to any third party without the CISC's prior written consent;
provided, however, that Numerica may assign this Agreement and all of its rights and obligations
hereunder, without the prior written consent of the CISC, in connection with the sale, transfer, or
other disposition by Numerica of all or substantially all of its assets or a controlling interest in
Numerica. Any assignment or attempted assignment of this Agreement not permitted by this
Section 20.d will be void.
e. Governing Law and Forum. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Colorado, without reference to
conflict of laws principals. Venue for any civil action relating to this Agreement shall be in state
or federal court located in Denver, Colorado.
f. JURY TRIAL WAIVER. EACH PARTY AND EACH MEMBER AGENCY HEREBY
WAIVES ANY RIGHT IT HAS OR MAY HAVE TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
g. Dispute Resolution. If any claim, disagreement, issue, or dispute arising out of
or in connection with this Agreement (a "Dispute') between any combination of Parties cannot
be resolved by those Parties, one or more of the Parties to the Dispute shall notify the CISC of
the Dispute by delivering a written statement to the CISC's Project Manager specifying the
nature of the Dispute (each Party to the Dispute may, if desired, submit a written statement).
Each of the Parties to the Dispute shall appoint a senior level representative. The CISC's Project
Manager shall schedule a time for the authorized representatives to meet in- person. Beginning
on the date of the meeting and ending no less than 10 days thereafter (the "Resolution Period ").
the Parties to the Dispute shall attempt in good faith to resolve the Dispute. The CISC's Project
Manager may be the CISC's authorized representative. NO PARTY MAY INITIATE ANY COURT OR
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Services Agreement for a Law Enforcement Data TVarehouse
ADMINISTRATIVE ACTION, SUIT, OR PROCEEDING AGAINST ANY OTHER PARTY UNDER THIS
AGREEMENT UNTIL THE END OF THE RESOLUTION PERIOD.
h. Authority; Non - Contravention. Each Party has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. Numerica
represents and warrants that neither the execution and delivery of this Agreement nor the
performance or delivery of the Services will conflict with, result in a breach of, or constitute a
default under any agreement, contract, or other arrangement to which Numerica is a party or by
which it is bound.
i. No Third Party Beneficiaries. This Agreement is made solely for the benefit of
the Parties and their respective successors and permitted assigns. Nothing in this Agreement
confers any rights or remedies on any persons other than the Parties and their respective
successors and permitted assigns.
j. Audit. Each Party or any of their duly authorized representatives shall have
reasonable access to any books, documents, papers, and records of the other which are pertinent
to such Party's performance under this Agreement for the purpose of making an audit,
examination, or excerpts. Each Party shall provide any documentation necessary to prepare all
reporting reasonably required by another Party, and shall keep all books, documents, papers, and
records which are pertinent to its performance for a minimum period of two years.
k. Severability. If any term or condition of this Agreement is held to be invalid or
unenforceable, then the term or condition may be modified or amended by the court to render it
enforceable to the maximum extent permitted. If modification or amendment is not practicable,
then the term or condition shall be severed from this Agreement with no effect upon the
remaining terms and conditions of this Agreement.
1. Force Majeure. No Party shall be liable for any delay in or failure of
performance of any obligation, nor shall any delay or failure constitute default or give rise to any
liability, if and only to the extent that such delay or failure is caused by a "force majeure" event.
"Force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires,
floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, or other causes that
are not within such Party's control, to the extent such events were not the result of, or were not
aggravated by, the acts or omissions of the non - performing or delayed Party.
M. LIENS AND ENCUMBRANCES. NUMERICA SHALL NOT HAVE ANY RIGHT OR
INTEREST IN ANY OF THE CISC'S OR ANY MEMBER AGENCY'S ASSETS, NOR ANY CLAIM OR LIEN
WITH RESPECT THERETO, ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF THE
SERVICES.
n. Waiver. No covenant or term of this Agreement shall be deemed to be waived by
any Party except in a writing signed by a person authorized by such Party, and any waiver of a
right shall not be construed to be a waiver of any other right or to be a continuing waiver.
o. Non - Appropriation. Pursuant to C.R.S. § 29 -1 -110, as amended, the financial
obligations of the CISC and each Member Agency beyond the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise available. This
Agreement is automatically terminated on January 1 of the first fiscal year for which fiends are
not appropriated.
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Services Agreement for a Law Enforcement Data TVarehouse
P. Public Trust. Numerica shall not offer or provide anything of benefit to any
Authority official or employee that would place the official or employee in a position of
violating the public trust in violation of C.R.S. § 24 -18 -109, as amended.
q. Equal Employment Opportunity. While performing this Agreement, Numerica
shall not discriminate against any employee, subcontractor, or applicant for employment because
of race, creed, color, national origin, religion, sex, sexual orientation, mental or physical
disability, or age.
r. Ulegal Aliens. Numerica certifies, represents, and warrantes that it does not
knowingly and will not knowingly (i) employ or contract with any illegal aliens to perform work
or (ii) contract with a subcontractor who knowingly employs or contracts with any illegal aliens
to perform work. Numerica shall use the E- Verify program to confirm the employment
eligibility for all employees who are newly hired to perform Services. The provisions of C.R.S.
§ 8- 17.5- 102(2) are incorporated by reference.
S. Open Records. The Parties understand that certain material provided or
produced under this Agreement may be subject to the Colorado Open Records Act, C.R.S. § 24-
72 -202, et seq.
t. Pecuniary Gain. In accordance with C.R.S. § 24 -72- 305.5, Numerica represents,
warrants, and affirms that it will not use any records of official actions, any criminal justice
records, or any information contained therein for the purpose of soliciting business for pecuniary
gain.
U. Survival of Terms and Conditions. Notwithstanding anything herein to the
contrary, the Parties understand and agree that all terms and conditions of the Agreement that
require continued performance, compliance, or effect beyond the termination date of the
Agreement shall survive such termination date and shall be enforceable in the event of a failure
to perform or comply.
V. Headings. Descriptive headings in this Agreement are for convenience only and
shall not control or affect the meaning or construction of any provisions of this Agreement.
W. Counterparts. This Agreement may be executed and delivered in counterparts
(including by means of electronic signatures), all of which taken together will constitute one and
the same agreement.
[signature page follows]
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Services Agreement for a Law Enforcement Data Warehouse
[signature page]
IN WITNESS WHEREOF, the Parties are executing this Agreement to signify their acceptance of all
the terms and conditions stated above, to be effective as of the Effective Date, regardless of the
date of actual signature.
COLORADO INFORMATION SHARING NUMERICA CORPORATION
CONSORTIUM
Vince Line (Ad 25, 2016) ./
esat
By:................................... ............................... By:................................... ...............................
Name: Vince Line Name: Jeff Poore
Title: Board Chair Title: President
Date Jul 25, 2016 J,
Date: ...... .... .ul ..... 23 . .......... 2016 ..... ...............................
018
EXHIBIT A
STATEMENT OF WORK 01:
INTEGRATION OF A DATA WAREHOUSE
1. Definitions. In addition to the capitalized terms defined in this Section 1, other
capitalized terms are defined throughout this Agreement.
a. "Data" means Records which Numerica integrated into the Data Warehouse.
b. "Data Source" means a Member Agency's System that contains Records to be
integrated into the Data Warehouse. Records management systems ("Ras"), jail management
systems ( "JMS "), and computer aided dispatch systems ( "CAD ") are all Data Sources. A single
instance of a Member Agency's System containing Records originated by one Member Agency
constitutes a single Data Source, whereas a single instance of a Member Agency's System
containing Records originated by two or more Member Agencies may, depending on the
configuration and in Numerica's reasonable determination, constitute more than one Data
Source.
C. "Records" means law enforcement and criminal justice records contained in a
Member Agency's Data Source.
d. "SOW 01 Member Agency" means a Member Agency that does not currently
receive the Lumen Client Software Services from Numerica (either under the Lumen Agreement
or otherwise), as further identified on Attachment A -1.
2. Basic Overview. Subject to this SOW 01 and this Agreement, Numerica shall: (a) use its
existing law enforcement and criminal justice database to provide the CISC and Member
Agencies with a scalable data warehouse hosting Member Agencies' Data (the "Data
Warehouse "); and (b) integrate Records from the Member Agency's Data Sources into the Data
Warehouse.
3. Integration of Records.
a. Initial Data Sources. Numerica shall integrate into the Data Warehouse the
Records contained in one RMS, one JMS, and one CAD Data Source for each Member Agency
who joins this Agreement before October 1, 2016. Any Member Agency may elect to have
additional Records from additional Data Sources integrated into the Data Warehouse pursuant to
the terms of Section 4 of this SOW 01.
b. 10 Years of Data. For each Data Source, Numerica shall only integrate the
Records made available by the Member Agency and which were created on or after January 1,
2007. Because it may be technically infeasible or impractical to require that no records may be
integrated before a certain date, Numerica may, at its discretion, integrate additional Records
created before such date.
C. Information Numerica Needs. Numerica will use commercially reasonable
efforts to identify the resources and information Numerica expects to use in integrating a
019
Exhibit A I SOW 011 Integration of a Data Warehouse
Services Agreement for a Law Enforcement Data YI'arehouse
Member Agency's Records and will provide an initial itemized list of the same to the Member
Agency.
d. Member Agency Right to Limit Records. Each Member Agency may withhold
certain Records, individually or as a class or type, from integration into the Data Warehouse.
C. Timeline; Delays. Numerica shall complete the integration of the Records, as
delineated by the submission of the Completion Checklist, before December 31, 2016 (the
"Deadline "). If Numerica is unable to meet the Deadline due to delays on the part of the CISC or
a Member Agency, then the Deadline shall be reasonably extended to reflect the impact of the
delay on Numerica's performance. If Numerica is unable to meet the Deadline due to any other
reason, then the CISC may extend the Deadline at its discretion.
f. Incorporation of Member Agencies' Existing Lumen Data. Member Agencies
that receive the Lumen Client Software Service under the Lumen Agreement or otherwise as of
the Effective Date of this Agreement have already had their Records integrated into a database
run by Numerica. Upon such a Member Agency joining this Agreement, those Records shall be
considered Data in the Data Warehouse.
4. Additional Data Sources.
a. Types of Data Sources. A Member Agency may elect to have Numerica
integrate Records from additional Data Sources into the Data Warehouse at additional cost.
Additional Data Sources fall into one of the following two categories:
i. Standard. A "Standard Data Source" is a Data Source which either:
(1) has a set of Records stored in a single commercial off -the -shelf database accessible
via ODBC, where such Records are generated by a single commercial off - the -shelf
product, and the data dictionary and entity relationship diagrams for such records can be
provided to Numerica or (2) has a set of Records available on a network - accessible file
server owned by the agency and stored in standard, commercial- off -the -shelf formats.
ii. Non - Standard. A "Non- Standard Data Source" is any Data Source that
does not meet the definition of a Standard Data Source.
b. Costs. The cost to integrate Records from additional Data Sources is as follows:
Each additional Standard Data Source (containing up to two million
$1,900.00 each
Records to be integrated or equivalent as determined by Numerica)
Each additional two million Records to be integrated (or equivalent as
$950.00 each
determined by Numerica) per Standard Data Source
Each additional Non - Standard Data Source
To be negotiated on a
case by case basis
C. Process for Adding Data Sources. Any election to have Numerica integrate
Records from additional Data Sources shall be in writing and signed by Numerica and the
2
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Exhibit A I SOW 011 Integration of a Data Warehouse
Services Agreement for a Law Enforcement Data Warehouse
Member Agency. Numerica shall confirm the Project Fee associated with such Services before
beginning any integration Services.
L Before Oct. 1, 2016. If a Member Agency and elects to integrate Records
from additional Data Sources before October 1, 2016, the integration shall be completed
by the Deadline and subject to acceptance with the other Data Sources. Numerica shall
add the additional cost to the Project Fee and the Member Agency shall remit the
additional cost to the CISC for payment to Numerica.
ii. After Oct. 1, 2016. If a Member Agency elects after October 1, 2016, to
integrate Records from additional Data Sources, integration may not be completed before
the Deadline. Numerica shall submit an invoice for the fees associated with these
integration Services directly to the Member Agency and the Member Agency shall pay
the same within 45 days of the Member Agency's receipt of the invoice, unless the
Parties agree otherwise in writing.
5. Member's Responsibilities. Each Member Agency shall complete the following in
order for Numerica to integrate the Records into the Data Warehouse:
a. Determine whether: (i) to utilize a push mechanism whereby the Member Agency
shall be responsible for providing Records to Numerica over the internet in a manner compliant
with the CJIS Security Policy for integration into the Data Warehouse (the "Push Mechanism ")
or (ii) to utilize a pull mechanism whereby the Member Agency shall make available the relevant
Member Agency's Systems, including the Data Sources containing Records to be integrated, to
allow Numerica to extract copies of Records for integration into the Data Warehouse, including
making the Member Agency's Systems available to Numerica via remote access (the "Pull
Mechanism ").
b. Make available to Numerica documentation concerning the Data Sources
containing Records to be integrated, including data dictionaries and entity relationship diagrams
(Numerica shall sign reasonable non - disclosure agreements if required).
C. Provide all necessary infrastructure and software information, including without
limitation TCP /IP addresses, node names, and network configuration, which is necessary for
Numerica to provide the Services.
d. Configure its Data Sources to restrict Records that the Member Agency does not
wish to be integrated into the Data Warehouse from being made available to Numerica.
e. Provide Numerica with any desired Data Access Rules (defined in Section 7 of
this SOW 01).
L Indentify to Numerica any Records which constitute Criminal Intelligence
(defined in Section 7.b of this SOW 01).
g. Provide to Numerica the assistance, participation, review, and approvals
necessary for Numerica to perform its obligations under this Agreement, including without
limitation participation in acceptance testing of the integration services.
14YAil
Exhibit A I SOW 011 Integration of a Data Warehouse
Services Agreement for a Latin Enforcement Data Warehouse
h. Notify Numerica in a timely manner of any network, machine, or Data Source
maintenance that may impact the performance of the Data Warehouse.
i. Provide to Numerica timely, accurate, complete, and up -to -date documentation
and information reasonably required by Numerica to perform the integration services and ensure
the reasonable availability by phone or email of knowledgeable staff, personnel, system
administrators, and operators to provide the foregoing.
6. Authorization of and Assistance with Push /Pull Mechanisms.
a. For Member Agencies utilizing the Push Mechanism, Numerica shall provide
reasonable technical support in connection with the Push Mechanism.
b. For Member Agencies utilizing the Pull Mechanism, (i) the Member Agency
authorizes Numerica to access the Member Agency's Systems solely for the purpose of
Numerica's performance under this Agreement, (ii) Numerica shall coordinate with the Member
Agencies to install all necessary software to effectuate the Pull Mechanism, and (iii) the Member
Agency shall provide any proprietary software drivers that are necessary for Numerica to
connect to the Data Sources.
7. Data Access Rules. Numerica shall implement the following Data access rules (each, a
"Data Access Rule ").
a. CJIS Policy Assumed to Apply. Data that constitutes law enforcement or
criminal justice records shall only be made available to and shared with qualifying law
enforcement agencies in compliance with the CJIS Security Policy. If a question arises about
whether Data constitutes law enforcement or criminal justice records, the presumption is and
shall be that the Data constitutes law enforcement or criminal justice records and that the CJIS
Security Policy applies.
b. Criminal Intelligence.
i. The term "Criminal Intelligence" means Data identified by the originating
Member Agency as meeting the definition of criminal intelligence under 28 C.F.R. Part
23. Each Member Agency shall accurately identify to Numerica its Data which qualifies
as Criminal Intelligence.
ii. A Member Agency shall only have access to Criminal Intelligence
originated by that Member Agency. As of the Effective Date of this Agreement, the Data
Warehouse will not have the capability to perform inter jurisdictional sharing of Criminal
Intelligence in compliance with 28 C.F.R. Part 23, and therefore the sharing of Criminal
Intelligence outside of the originating Member Agency by and through the Data
Warehouse is forbidden.
C. Sharing with Member Agencies. All Data (with the exception of Data identified
as Criminal Intelligence) shall be made available to and shared with the Member Agencies
through the API (for clarity, Data shared through the API will be available to Member Agencies
though the Lumen Client Software Service and potentially through Authorized Third Parties).
4
022
Exhibit A I SOW 011 Integration of a Data Warehouse
Services Agreement for a Law Enforcement Data Rarehouse
Member Agencies may not restrict this Data Access Rule. Each Member Agency shall treat the
Data in compliance with the CJIS Security Policy, to the extent applicable, and in compliance
with applicable law.
d. Sharing with Non - Member Agencies.
i. Through Lumen. All Data (with the exception of Data identified as
Criminal Intelligence) shall by default be made available to and shared with other law
enforcement agencies who are not Member Agencies of the CISC (each, a "Non- Member
Agenc ") by and through the Lumen Client Software Service. Numerica shall ensure that
each Non - Member Agency who accesses Data through the Lumen Client Software
Service is contractually obligated to treat such Data in compliance with the CES Security
Policy, to the extent applicable, and in compliance with applicable law.
ii. Through Other Providers. The CISC may authorize Numerica to, and if
so requested Numerica shall, make available and share Data with Non - Member Agencies
by and through an Authorized Third Party (defined in Section 6.a of SOW 02). The
CISC shall ensure that each Non - Member Agency who accesses Data though an
Authorized Third Party is contractually obligated to treat such Data in compliance with
the CJIS Security Policy, to the extent applicable, and in compliance with applicable law.
iii. General. Non - Member Agencies may be located within or outside of
Colorado. The CISC may restrict all or any portion of the Data from being shared with
all or any Non - Member Agencies. Each Member Agency may restrict all or any portion
of the Data it originates from being shared with all or any Non - Member Agencies.
e. Sharing with Certain Non -Law Enforcement Entities. No Data shared with
non -law enforcement entities may contain any law enforcement or criminal justice records. The
CISC may grant access to Data to non -law enforcement entities to the extent not restricted by a
Member Agency. A Member Agency may grant access to Data it originated to non -law
enforcement entities. Each Member Agency may restrict all or any portion of the Data it
originated from being shared with all or any non -law enforcement entities.
f. Other Data Access Rules. Numerica shall implement any other Data Access
Rules requested by a Member Agency for the Data originated by that Member Agency, provided
that the request complies with this Agreement. Numerica shall implement any other Data Access
Rules requested by the CISC that complies with this Agreement. If the CISC or a Member
Agency requests a Data Access Rule that is technically infeasible or reasonably technically
impractical to implement, Numerica shall inform the CISC and the Member Agency in a timely
manner and Numerica shall have no obligation regarding same.
8. Documentation. Numerica shall provide to the CISC and to each Member Agency all
documentation necessary to enable the CISC and each Member Agency to use the Data
Warehouse for the purposes set forth in this Agreement.
023
Exhibit A I SOW 011 Integration of a Data Warehouse
Services Agreement for a Law Enforcement Data Warehouse
9. Acceptance.
a. Acceptance of Integration Services. Numerica and the CISC will work to
establish a mutually agreed -upon checklist for the testing and acceptance of the integration of a
Member Agency's Records into the Data Warehouse (the "Integration Checklist "). Upon
completion of the integration services for an individual Member Agency, Numerica will present
the Member Agency with the Integration Checklist. For 10 days after the date on which the
Member Agency received the Integration Checklist, the Member Agency may reject such
integration services by notifying Numerica in writing of the reasons why the integration services
did not conform to the Integration Checklist or this Agreement. For the avoidance of doubt, the
Member Agency can only reject the foregoing services if they do not materially conform to the
Integration Checklist or this Agreement. Numerica shall address the issues set forth in a properly
issued rejection notice and thereafter will resubmit the Integration Checklist to the Member
Agency and the process will be repeated, with the Member Agency having another 10 days to
issue a rejection notice based solely on whether the non- conformance raised in the original
rejection notice has been remedied. If Member Agency notifies Numerica in writing that it
accepts the integration services or does not respond to an Integration Checklist within 10 days of
receiving the same, then the Member Agency shall be deemed to have accepted such integration
services.
b. Acceptance of Services Subject to the Deadline. Numerica and the CISC will
work to establish a mutually agreed -upon checklist for the testing and acceptance of the Services
subject to the Deadline (the "Completion Checklist "). When Numerica believes that the Services
are complete, Numerica will present the CISC with the Completion Checklist. For 10 days after
the date on which the Member Agency received the Completion Checklist, the CISC may reject
the Services by notifying Numerica in writing of the reasons why the Services did not materially
conform to the Completion Checklist or this Agreement. For the avoidance of doubt, the CISC
can only reject the foregoing services if they do not materially conform to the Completion
Checklist or this Agreement. Numerica shall address the issues set forth in a properly issued
rejection notice and thereafter will resubmit the Completion Checklist to the CISC and the
process will be repeated, with the CISC having another 10 days to issue a rejection notice based
solely on whether the non - conformance raised in the original rejection notice has been remedied.
If the CISC notifies Numerica in writing that it accepts the Services or does not respond to a the
Completion Checklist within 10 days of receiving the same, then the CISC shall be deemed to
have accepted the Services.
10. Project Fee. The Project Fee for the Services subject to the Deadline is $193,088, which
may be increased or decreased as provided for herein.
a. Reduction in Fee for Member Agency Non - Participation. The Project Fee
shall be reduced if a SOW 01 Member Agency does not join this Agreement by October 1, 2016.
In such case, the Project Fee shall be reduced by an amount equal to $27.50 multiplied by the
number of full time equivalent ( "FTE ") certified peace officers employed by that Member
Agency as of the Effective Date of this Agreement. Notwithstanding anything to the contrary,
the Project Fee shall not be reduced below $120,000.
024
Exhibit A I SOW 011 Integration of a Data Warehouse
Services Agreement for a Law Enforcement Data Narehouse
b. Additional Fees for Additional Participation. The Project Fee shall be
increased if a law enforcement entity that is not a SOW 01 Member Agency joins this Agreement
on or before October 1, 2016. In such case, the Project Fee shall be increased by an amount
equal to $27.50 multiplied by the number of FTE certified peace officers employed by the
newly joined Member Agency as of the effective date its joinder. Notwithstanding the
foregoing, if such an entity's Records have already been integrated by Numerica (for example, if
it receives the Lumen Client Software Service), then the Project Fee shall not be increased and
those integrated Records shall be considered Data in the Data Warehouse.
11. Payment Terms.
a. Numerica shall submit two invoices to the CISC. The first invoice shall be for
$154,000 and the second invoice shall be for the remainder of the Project Fee (if the payment
made under the first invoice is greater than the Project Fee, then Numerica shall refund the
excess amount to the CISC). Numerica may submit the first invoice upon execution of this
Agreement. Numerica may submit the second invoice upon the CISC's acceptance of the
Services pursuant to Section 9.b. In the event acceptance has not been completed due to CISC or
Member - caused delays, the Parties will work together in good faith to determine an interim
payment representative of the completed Services. The CISC shall pay proper invoices for the
Project Fee no later than 45 days after the CISC's receipt of an invoice. These fees are not being
passed on to the Member Agencies.
b. If invoiced to the CISC, the CISC will pass all fees under Section 4, Section 10.b,
and Section 13 to the appropriate Member Agencies.
12. Effective Date; Cross Termination. This SOW 01 shall become effective on the
Effective Date. If SOW 02 becomes effective, then SOW 01 and SOW 02 are required to both
be in effect. If either of SOW 01 or SOW 02 terminates, then the other shall also terminate.
13. Adding Additional Member Agencies after October 1, 2016. After October 1, 2016
and during the period that Numerica is performing Services under SOW 02, additional law
enforcement agencies may join this Agreement. Upon such joinder, Numerica shall integrate the
Records of the new Party consistent with Section 4 of this SOW 01 and otherwise consistent with
this Agreement (meaning, for clarity, that each of the new Party's Data Sources will be treated as
additional Data Sources). The Project Fee shall be determined based on the number of Data
Sources and Records integrated pursuant to Section 4.b of this SOW 01. Numerica shall invoice
the Project Fee for these Services directly to the new Party and the new Party shall pay the same
within 45 days of its receipt of the invoice, unless the Parties agree otherwise in writing. The
integration of these Records will not be subject to the Deadline. Notwithstanding the foregoing,
if such new Party's Records have already been integrated by Numerica (for example, if it
receives the Lumen Client Software Service), then there shall be no Project Fee associated with
those Records and those integrated Records shall be considered Data in the Data Warehouse.
[end]
IM-1
Exhibit ,4 I SOW 011 Integration of a Data Warehouse
Services Agreement for a Law Enforcement Data Warehouse
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15
ATTACHMENT A -1
LIST OF SOW 01 MEMBER AGENCIES
Adams County Sheriff's Office
22.
Erie Police Department
Arapahoe County Sheriff's Office
23.
Federal Heights Police Department
Aspen Police Department
24.
Fountain Police Department
Aurora Police Department
25.
Garfield County Sheriff's Office
Avon Police Department
26.
Glendale Police Department
Brighton Police Department
27.
Golden Police Department
Carbondale Police Department
28.
Grand Junction Police Department
Castle Rock Police Department
29.
Greenwood Village Police
Cherry Hills Village Police
Department
Department
30.
Jefferson County Sheriff's Office
Colorado Department of Public
31.
Littleton Police Department
Safety
32.
Lone Tree Police Department
Colorado Springs Police Department
33.
Mesa County Sheriff's Office
Columbine Valley Police
Department
34.
Moffat County Sheriff's Office
Crai Police De artment
35.
New Castle Police Department
g P
Denver Police Department
Denver Sheriff's Department
16.
Douglas County Sheriff's Office
17.
Durango Police Department
18.
Eagle County Sheriffs Office
19.
Eagle Police Department
20.
Edgewater Police Department
21.
Englewood Police Department
36.
Northglenn Police Department
37.
Parker Police Department
38.
Rifle Police Department
39.
Sheridan Police Department
40.
Silt Police Department
41.
Thornton Police Department
42.
University of Colorado at Denver
Police Department
43.
Vail Police Department
[end]
8
026
EXHIBIT B
STATEMENT OF WORK 02:
PROVISION OF A DATA WAREHOUSE SERVICE
1. Basic Overview. Subject to this SOW 02 and this Agreement, Numerica shall:
(a) provide the Data Warehouse as a service and provide the API, any other related software or
software services as a service, and all related documentation necessary to use the Data
Warehouse as a service (collectively, the "Data Warehouse Service ") to the CISC and to the
Member Agencies; (b) maintain and operate the Data Warehouse Service; (c) update and refresh
the Data in the Data Warehouse via a Data Source refresh process; and (d) provide reasonable
technical support services for the Data Warehouse Service.
2. Provision of Data Warehouse as a Service.
a. Subject to this SOW 02 and this Agreement, Numerica shall use reasonable
efforts consistent with prevailing industry standards to provide the Data Warehouse Service
during the Term (and as required thereafter) as a service to each Member Agency.
b. Subject to this SOW 02 and this Agreement, Numerica hereby grants a non-
transferable, non- exclusive, limited right and license during the Term (and as required thereafter)
to use the Data Warehouse Service to each Member Agency.
3. Application Programming Interface.
a. API. Numerica shall provide to the CISC and to each Member Agency an
application programming interface and any related documentation (the "API ") for the Data
Warehouse that permits the search of and access to the Data in the Data Warehouse.
b. License to API. Subject to the limitations and restrictions herein, Numerica
grants to the CISC and to each Member Agency a fully -paid up, royalty free, non - exclusive, non-
transferrable, sublicenseable, worldwide right and license to use and make calls to and to permit
others to use and make calls to the API to search and access the Data in the Data Warehouse on
behalf of the Member Agencies (the "API License "). Nothing in this Agreement shall limit
Numerica's right to use or to permit third parties to use the API, provided that no access to the
Data is allowed by such use. The API License shall terminate 30 days after this SOW 02
terminates.
C. API Support. Numerica shall provide general technical support and
documentation to the CISC, Member Agencies, and Authorized Third Parties to enable the use of
the API and the Data Warehouse Service. Numerica's support under this SOW 02 is not
intended to provide software engineering or software design services.
d. Limitation on API Usage. If an entity's use of the API is unreasonably
excessive or causes a significant degradation in performance of the Data Warehouse Service,
Numerica may temporarily limit the use of the API by that entity. If Numerica temporarily
limits API use, Numerica shall notify the entity's whose use was limited and the CISC.
Numerica, the CISC, and the impacted entities shall work with Numerica to resolve the issue.
027
Exhibit B I SOW 02 1 Provision of a Data Warehouse Service
Services Agreement for a Law Enforcement Data T37arehouse
4. Data Refresh.
a. Under SOW 01, Numerica integrated Records from certain Data Sources
controlled by the Member Agencies. Numerica shall ensure that the Records integrated into the
Data Warehouse are updated and refreshed on a regular basis, but not less than once every other
day. Numerica shall monitor the Data Source refresh cycle and notify the CISC and the affected
Member Agencies of any significant delays or interruptions in the Data Source refresh process.
b. For Member Agencies utilizing the Pull Mechanism, Numerica shall use
reasonable efforts consistent with prevailing industry standards to ensure the uninterrupted,
continuous operation of the Pull Mechanism. If a Member Agency elected to use the Pull
Mechanism, the Member Agency authorizes Numerica to access the Member Agency's Systems
solely for the purpose of performing the services described herein.
C. For Member Agencies utilizing the Push Mechanism, Numerica shall provide
commercially reasonable technical support to ensure that the Push Mechanism is operating
properly.
d. Only Data not more than 10 years old shall be stored in the Data Warehouse,
although Numerica, in its discretion, may incorporate more Data. As Numerica refreshes the
Data, Numerica will delete Data in the Data Warehouse that is older than 10 years and will
replace it with current Data. A Member Agency may elect to have Data more than 10 years old
stored in the Data Warehouse at additional cost to that Member Agency.
5. Update Data Access Rules. Numerica shall in a timely manner implement new Data
Access Rules and changes to existing Data Access Rules requested by a Member Agency for the
Data that the requesting Member Agency originated, provided that the request complies with this
Agreement. Numerica shall in a timely manner implement any new Data Access Rules or
changes to existing Data Access Rules requested by the CISC that complies with this Agreement.
6. Third Parties Access to Data and the API.
a. Authorization of Third Parties. The CISC and each Member may authorize
third parties (each, an "Authorized Third Party ") to access the Data and use of the API; provided
however, that before a Member Agency grants any such authorization, the Member Agency shall
first obtain the written approval of the CISC (which approval shall not be unreasonably
withheld). Numerica may not unilaterally permit any third party to access the Data without the
written approval of the CISC (except as otherwise authorized in this Agreement).
b. CJIS Security Policy. Before accessing the Data or using the API, an
Authorized Third Party shall: (i) agree to comply with the CJIS Security Policy; (ii) execute and
deliver to the CISC a copy of the Security Addendum to the CJIS Security Policy; (iii) enroll in
and maintain its participation in the CJIS Vendor Management Program operated by the CBI
(and provide documentation verifying such enrollment and participation to the CISC when
requested); and, (iv) upon the CISC's request, submit to an audit by CBI concerning the
Authorized Third Party's compliance with the CJIS Security Policy.
2
028
Exhibit B I SOW 02 1 Provision of a Data Warehouse Service
Services Agreement for a Law Enforcement Data Warehouse
C. Notice to Numerica. Prior to an Authorized Third Party accessing any Data or
using the API, the CISC shall provide written notification to Numerica specifying: (i) the legal
name and contact information of the Authorized Third Party; (ii) any restrictions on the
Authorized Third Party's access to certain Data; (iii) any restrictions on the Authorized Third
Party's use of the API; and (iv) any other restrictions on or relevant information concerning the
Authorized Third Party.
d. Revocation of Third Party Authorization. Notwithstanding authorization
granted by any Member Agency or the CISC, the CISC may revoke an Authorized Third Party's
access to the Data or use the API for any reason or no reason, including non - compliance with
this Agreement.
e. Support. Numerica will provide technical support of the Data Warehouse
Services to Member Agencies, the CISC, and Authorized Third Parties via both telephone and
email on weekdays during normal business hours, with the exclusion of federal holidays.
7. Installation and Acceptance. The Parties expect that Numerica will not need to install
or configure the Data Warehouse Services under this SOW 02 because the Services performed
under SOW 01 should enable Numerica to provide the Data Warehouse Services.
8. Maintenance of Data Warehouse Service. During the Tenn, Numerica shall use
reasonable efforts consistent with prevailing industry standards: (a) to maintain the Data
Warehouse Service in a manner which minimizes Errors; (b) to ensure the continuous
availability of the Data Warehouse Service to Member Agencies and to Authorized Third Parties,
including without limitation maintaining, upgrading, updating, and repairing all Numerica -
owned or licensed hardware and software; and (c) to provide upgrades and updates to the Data
Warehouse Service over the internet as applicable. All or any portion of the Data Warehouse
Service may be temporarily unavailable for scheduled maintenance or for unscheduled
emergency maintenance. Numerica shall use reasonable efforts to provide advance notice to the
CISC and affected Member Agencies of any scheduled Data Warehouse Service disruptions.
9. Software Error Reporting and Resolution.
a. Reporting Errors to Numerica. If the CISC, a Member Agency, or any third
party experiences an Error with the Data Warehouse Service, such entity may report the Error to
Numerica using the support email address, support telephone number, or electronic support
system provided by Numerica. The report should contain a description of the Error encountered
and, where possible, a description of how to repeat the condition that gave rise to the Error and
other diagnostic information as available.
b. Error Severity Levels. Numerica shall assign each reported Error with a
"Severity Level" for tracking and response purposes. Severity Levels are described on
Attachment B -1. Notwithstanding anything to the contrary, planned downtime pursuant to
Section 8 of this SOW 02 will not constitute an Error.
029
Exhibit B I SOW 02 1 Provision of a Data Warehouse Service
Services Agreement for a Law Enforcement Data K'arehouse
C. Error Resolution. Numerica shall work to resolve the Error according to
Attachment B -2. Successful resolution of an Error, particularly of a Level 1 or Level 2 Error,
may require the input and participation of the CISC and the Member Agencies.
d. List of Errors. On a monthly basis, Numerica shall provide to the CISC (i) a list
of each Error reported during that month or reported in a prior month and still unresolved, (ii) the
specific Data Warehouse Service to which the Error applied, (iii) the Severity Level of the Error,
and (iv) the resolution status of the Error.
10. Remedy for Excessive Errors.
a. First Six Months. In six -month period beginning on the later of (i) the
effectiveness of this SOW 02 and (ii) the acceptance of the Services under SOW 01 (pursuant to
the Completion Checklist), if there are four or more Level 1 Errors in any 60 day period, then the
CISC will be entitled to terminate this Agreement and, upon such termination, Numerica shall
refund to the CISC and to each Member Agency all Project Fees paid under SOW 01 and
SOW 02.
b. Second Six Months. In the six month period beginning at the end of the six
month period set forth in Section 10.a, if there are four or more Level 1 Errors in any 60 day
period, then the CISC will be entitled to terminate this Agreement and, upon such termination,
Numerica shall refund to the CISC and to each Member Agency 50% of all Project Fees paid
under SOW 01 and SOW 02.
11. Lumen Entitlement. A Member Agency who receives the Data Warehouse Service
under this SOW 02 is entitled to a limited number of Subscription Licenses to the Lumen Client
Software Service as specified in SOW 03.
12. Term. This SOW 02 shall become effective on January 1, 2017, and shall expire on
December 31, 2017 (along with any renewal terns, the "Term "). The Term shall automatically
renew an unlimited number of times, with each renewal period lasting for one additional year,
unless the CISC provides written notification that the then - current Term shall not renew on or
before December 1 of the then- current Term. Beginning on April 1, 2019, and annually
thereafter, Numerica may provide written notice to the CISC that the then- current Term will not
renew, provided that Numerica gives the written notice on or before April 1 of the then - current
Tenn.
13. Effect of Termination.
a. Recovery of Data. Notwithstanding the termination of the API License, the
CISC is entitled download and recover the Data in the Data Warehouse, including by using the
API solely for this purpose. Numerica shall provide reasonable help and assistance to the CISC
to accomplish this download. Alternatively or additionally, the CISC may require Numerica to
provide the Data on one or more physical storage drives. The CISC shall pay to Numerica the
actual and reasonable cost of such physical storage drives and reasonable compensation to
Numerica, at Numerica's then standard hourly rate, for Numerica's services in transferring the
Data from the Data Warehouse onto physical storage drives. After the CISC has recovered the
4
030
Exhibit B I SOW 02 1 Provision of a Data Warehouse Service
Services Agreement for a Law Enforcement Data Warehouse
Data, Numerica shall delete the Data from the Data Warehouse and certify in writing to the CISC
of the Data's deletion.
b. Cross Termination. If this SOW 02 is terminated, then SOW 01 and SOW 03
shall also terminate unless the Parties (or some subset of Parties) otherwise agree in writing.
14. Project Fee.
a. The Project Fee for the Services to be provided under this SOW 02, on a per -
Term basis, shall be calculated by multiplying $20 by the number of FTE certified peace officers
employed by the Member Agencies. The method for determining the Project Fee may not be
modified until the Term beginning on January 1, 2020. Beginning on January 1, 2020, the
Project Fee may be modified in a manner agreed to by the Parties.
b. The CISC shall use reasonable efforts to annually determine the number of FTE
certified peace officers employed by the Member Agencies and the CISC shall notify Numerica
in writing of the same before December I prior to each Term.
15. Payment Terms.
a. Numerica shall submit two invoices for the Project Fee to the CISC in each Term.
Each invoice shall be for one half of the annual Project Fee. Numerica may submit the first
invoice after January 1 of each Term. Numerica may submit the second invoice after July 1 of
each Term.
b. As discussed in Section 2.b of this Agreement, the CISC will pass this Project Fee
on to the Member Agencies proportionally based on the number of FTE certified peace officers
employed by each Member Agency. The CISC shall remit the fees collected from the Member
Agencies toward each invoice within 45 days after the CISC's receipt a proper invoice.
[end]
031
Exhibit B I SOW 02 1 Provision of a Data Warehouse Service
Services Agreement for a Law Enforcement Data Warehouse
ATTACHMENT B -1
ERROR SEVERITY LEVEL
Severity
Level
Name
Description
(i) For a period of at least 24 continuous hours, the Data Warehouse
Service is completely down or there is a major malfunction resulting in an
inoperative condition; or
Level
Critical .
(ii) A majority of Member Agency's Systems on which Numerica software
is installed crashes or otherwise ceases to function in a reliable manner, in
a situation caused by software installed by or on behalf of Numerica.
The Data Warehouse Service is substantially impaired and a substantial
number of users are unable to perform their normal functions for sustained
Level 2
Major
periods. Examples include major feature failure, major product failure,
inconvenient or unavailable workaround, the Data Warehouse Service
being usable but severely limited, and any Error which could threaten the
use of the Data Warehouse Service.
Errors in the Data Warehouse Service to which there may be a workaround
and which do not currently threaten the use of the Data Warehouse
Level 3
Minor
Service. Use of the Data Warehouse Service is impaired, but not critically
so and users can generally fully use the Data Warehouse Service for its
intended function.
Typographical errors, inappropriate error messages, and other
Level 4
Trivial
miscellaneous problems which have minimal impact on the use of the Data
Warehouse Service.
[end]
032
Exhibit B I SOW 02 1 Provision of a Data Warehouse Service
Services Agreement for a Law Enforcement Data Warehouse
ATTACHMENT B -2
ERROR RESOLUTION
Severity
Resolution
Level
Name
Temporary
Permanent
After the Error is temporarily
Numerica shall work continuously,
resolved, Numerica shall work
devote significant resources, and around
diligently and devote significant
Level 1
Critical
the clock (if necessary) until a
resources to permanently
temporary resolution is implemented.
resolving the Error.
Target for temporary resolution:
Target for permanent resolution:
24 hours from Error report
five days from temporary
resolution
Numerica shall work diligently and
After the Error is temporarily
devote significant resources until a
resolved, Numerica shall work
temporary resolution is implemented,
diligently and devote significant
Level 2
Major
but Numerica usually will not work on
resources to permanently
an around- the -clock basis.
resolving the Error.
Target for temporary resolution: five
Target for permanent resolution:
days fiom Error report
30 days from temporary
resolution
Numerica shall devote reasonable
efforts to implement a temporary
Level 3
Minor
resolution. The temporary resolution
The next regularly- scheduled
may not be available until the next
software update cycle.
regularly- scheduled software update
cycle.
Level 4
Trivial
n/a
The next regularly - scheduled
software update cycle.
[end]
033
EXHIBIT C
STATEMENT OF WORK 03
LUMEN CLIENT SOFTWARE SERVICE
1. Definitions. In addition to the capitalized terms defined in this Section 1, other
capitalized terms are defined throughout this Agreement.
a. "Lumen Client Software Service" means the hardware, software, applications, and
associated documentation that is maintained or installed by Numerica and used by Member
Agencies pursuant to this SOW 03 to access, review, search, and analyze Member Agencies'
Data, Law Enforcement Data from Non - Member Agencies which is accessible though the
Lumen Client Software, and certain other data and information which does not constitute Law
Enforcement Data.
b. "Law Enforcement Data" includes the following types of data: (i) criminal justice
information, as defined in the CJIS Security Policy; (ii) criminal justice records, as defined in
C.R.S. § 24 -72- 302(4); (iii) information relating to calls for service; (iv) incident data, including
original narrative reports; (v) arrest data; (vi) license plate reader data; and (vii) personally
identifiable information, as defined in the CJIS Security Policy. The vast majority of the Data in
the Data Warehouse constitutes Law Enforcement Data.
C. "Lumen Subscription Guide" means the document attached hereto as
Attachment C -1 which states the available Subscription Periods, Subscription Licenses, and
associated pricing for the Lumen Client Software Service.
d. "Subscription License" means the various types of subscriptions to the Lumen
Client Software Service offered by Numerica, as further described herein.
e. "Subscription Notice" is defined in Section 4.a.
f. "Subscription Period" means either (i) the period during which an Eligible
Member Agency is entitled to a limited number of Subscription Licenses under Section 3 of this
SOW 03 or (ii) the period specified in a proper Subscription Notice.
2. Provision of Lumen Client Software Services.
a. Subject to this SOW 03 and this Agreement, Numerica shall use reasonable
efforts consistent with prevailing industry standards to provide the Lumen Client Software
Service during the Subscription Period and consistent with the applicable Subscription Licenses
to each Member Agency (a) that is entitled to receive the Lumen Client Software Service under
Section 3 of this SOW 03 or (b) that submits a proper Subscription Notice.
b. Subject to this SOW 03 and this Agreement, Numerica hereby grants a non-
transferable, non - exclusive, non- sublicenseable, limited right and license to use the Lumen
Client Software Service during the Subscription Period and consistent with the applicable
Subscription Licenses to each Member Agency (a) that is entitled to receive the Lumen Client
Software Service under Section 3 of this SOW 03 or (b) that submits a proper Subscription
Notice.
034
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Agreement for a Law En forcemeat Data Warehouse
C. A Member Agency may only use the Lumen Client Software Service (i) for its
own law enforcement and investigative purposes, (ii) in accordance with the applicable
documentation, and (iii) in accordance with the number and type of Subscription Licenses
specified.
3. Entitlement to Lumen Client Software Service with Data Warehouse Service. Upon
joining this Agreement, any Member Agency who receives the Data Warehouse Service pursuant
to SOW 02 and is current with any Project Fees due thereunder (an "Eligible Member Agency ")
is entitled to a limited number of Subscription Licenses to the Lumen Client Software Service as
described in this Section 3 and consistent with this SOW 03. Except for the fact that there is no
cost to the Member Agency for use of the Lumen Client Software under this Section 3, a
Member Agency's use of the Lumen Client Software shall otherwise conform to this SOW 03.
a. Fewer than 58 FTE Officers. If the Member Agency employs fewer than 58
FTE certified peace officers, the Member Agency is entitled to one Analyst Subscription
License.
b. More than 58 FTE Officers. If the Member Agency employs 58 or more FTE
certified peace officers, the Member Agency is entitled to any combination of Subscription
Licenses that has an aggregate annual cost equal to or less than $20 multiplied by the number of
FTE certified peace officers employed by the Member Agency, provided that at least one of the
Subscription Licenses must be an Analyst Subscription License.
4. Election to Receive Additional Lumen Client Software Service. In addition to the
Subscription License entitlements under Section 3, an Eligible Member Agency may elect to
receive additional Subscription Licenses consistent with this Section 4. Any Subscription
Licenses under this Section 4 shall be in addition to the Subscription License entitlement under
Section 3. All Subscription Licenses under this Section 4 shall begin when the Lumen Client
Software Service is accepted by the Member Agency.
a. Member Agencies Not Currently Using Lumen. An Eligible Member Agency
who has not joined the Lumen Agreement may elect to receive additional Lumen Client Software
Service from Numerica consistent with this SOW 03 by submitting to Numerica a signed written
notice substantially in the form attached hereto as Attachment C -2 indicating the number and
type of Subscription Licenses desired (a "Subscription Notice ").
b. Member Agencies Currently Using Lumen. An Eligible Member Agency who
has joined the Lumen Agreement may terminate its joinder to the Lumen Agreement and receive
the Lumen Client Software Service under this SOW 03 by submitting a Subscription Notice to
Numerica. If the number and type of Subscription Licenses are unchanged from what the
Member Agency received under the Lumen Agreement, the Project Fee shall be the lower of
(i) the fees due under the Lumen Agreement and (ii) the fees due under this SOW 03. This
Section 4.b shall also apply to Eligible Member Agencies who are using the Lumen Client
Software Service pursuant to an agreement directly with Numerica.
2
035
Exhibit C ( SOW 03 1 Lumen Client Software Service
Services Agreement for a Law Enforcement Data Warehouse
5. Installation and Acceptance.
a. Within a reasonable amount of time after the Data Warehouse Service is provided
to the Member Agencies under SOW 02 or a Member Agency submits a proper Subscription
Notice, Numerica shall, as appropriate, install, configure, and grant access to all software and
applications provided by Numerica which are necessary to provide the Member Agencies with
the Lumen Client Software Service consistent with the applicable Subscription Licenses.
b. Numerica shall provide a checklist consistent with the documentation available
for the Lumen Client Software Service for the testing and acceptance of the Lumen Client
Software Service (the "Lumen Checklist "). Once the Member Agency has access to the Lumen
Client Software Service, Numerica will present the Member Agency with the Lumen Checklist.
For 10 days after the date on which the Member Agency received the Lumen Checklist, the
Member Agency may reject the Lumen Client Software Service by notifying Numerica in
writing of the reasons why the Lumen Client Software Service did not conform to the Lumen
Checklist or this Agreement. For the avoidance of doubt, the Member Agency can only reject
the foregoing services if they do not materially conform to the Lumen Checklist or this
Agreement. Numerica shall address the issues set forth in a properly issued rejection notice and
thereafter will resubmit the Lumen Checklist to the Member Agency and the process will be
repeated, with the Member Agency having another 10 days to issue a rejection notice based
solely on whether the non - conformance raised in the original rejection notice has been remedied.
If a Member Agency notifies Numerica in writing that it accepts the Lumen Client Software
Service or does not respond to an Integration Checklist within 10 days of receiving the same,
then the Member Agency shall be deemed to have accepted the Lumen Client Software Service.
6. Reciprocal Data Sharing with Non - Member Agencies.
a. The Data Access Rules specified in Section 7 of SOW 01 permits Numerica to
share each Member Agency's Data through the Lumen Client Software Service with other
Member Agencies and, by default and with some restrictions, with Non - Member Agencies. A
Member Agency may restrict the sharing of Data with Non - Member Agencies by implementing
additional Data Access Rules. Section 7 of SOW 01 also requires Numerica to ensure that each
Non - Member Agency who accesses Data comply with the CJISC Security Policy and applicable
law.
b. If a Member Agency elects to use the Lumen Client Software Service under this
SOW 03, then that Member Agency will have access to Law Enforcement Data from Non -
Member Agencies only to the extent that the Member Agency elects to share its Data with Non -
Member Agencies through the Lumen Client Software Service. This reciprocal sharing principle
applies to Non - Member Agencies who use the Lumen Client Software Service: Numerica shall
limit a Non - Member Agency's access to the Member Agencies' Data to the extent that the Non -
Member Agency shares its Law Enforcement Data with other users of the Lumen Client
Software Service (including the Member Agencies who use the Lumen Client Software Service).
Numerica may use its reasonable discretion to restrict types of Data and Law Enforcement Data
from being shared if a Member Agency or Non - Member Agency violates this reciprocal sharing
principle.
036
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Agreement for- a Law Enforcement Data Warehouse
7. Treatment of Law Enforcement Data from Non - Member Agencies. Each Member
Agency who receives Law Enforcement Data from Non - Member Agencies through the Lumen
Client Software Service shall treat all shared Law Enforcement Data in compliance with the CJIS
Security Policy, to the extent applicable, and in compliance with applicable law.
8. Maintenance of Lumen Client Software Service. Numerica shall use reasonable
efforts consistent with prevailing industry standards: (a) to maintain the Lumen Client Software
Service in a manner which minimizes Errors; (b) to ensure the continuous availability of the
Lumen Client Software Service to Member Agencies, including without limitation maintaining,
upgrading, updating, and repairing all Numerica -owned or licensed hardware and software; and
(c) to provide upgrades and updates to the Lumen Client Software Service over the internet as
applicable. All or any portion of the Lumen Client Software Service may be temporarily
unavailable for scheduled maintenance or for unscheduled emergency maintenance. Numerica
shall use reasonable efforts to provide advance notice to the CISC and affected Member
Agencies of any scheduled Lumen Client Software Service disruptions.
9. Software Error Reporting and Resolution.
a. Reporting Errors to Numerica. If a Member Agency experiences an Error with
the Lumen Client Software Service, the Member Agency may report the Error to Numerica using
the support email address, support telephone number, or electronic support system provided by
Numerica. The report should contain a description of the Error encountered and, where possible,
a description of how to repeat the condition that gave rise to the Error and other diagnostic
information as available.
b. Error Severity Levels. Numerica shall assign each Error with a "Severity Level"
for tracking and response purposes. Severity Levels are described on Attachment C -3.
Notwithstanding anything to the contrary, planned downtime pursuant to Section 8 will not
constitute an Error.
C. Error Resolution. Numerica shall work to resolve the Error according
Attachment C -4. Successful resolution of an Error, particularly of a Level 1 or Level 2 Error,
may require the input and participation of the CISC and the Member Agencies.
d. List of Error. On a monthly basis, Numerica shall provide to the CISC (i) a list
of each Error reported during that month or reported in a prior month and still unresolved, (ii) the
specific Data Warehouse Service to which the Error applied, (iii) the Severity Level of the Error,
and (iv) the resolution status of the Error.
10. Effective Date; Termination. This SOW 03 shall become effective when SOW 02
becomes effective. Unless terminated sooner or otherwise agreed to by the Parties, this SOW 03
shall terminate if SOW 02 terminates. SOW 02 may remain in effect after this SOW 03 is
terminated. If a Member Agency no longer receives Data Warehouse Service pursuant to
SOW 02, the Member Agency will not be considered an Eligible Member Agency and may not
receive Lumen Client Software Service under this SOW 3.
4
037
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Agreement for a Law Enforcement Data Warehouse
11. Use of Data and Law Enforcement Data by Numerica. Numerica may use Data
shared through the Lumen Client Software Service (including when mixed with Law
Enforcement Data from Non- Member Agencies) to develop new, additional, or improved
services or features. Such use shall be solely at Numerica's expense and shall comply with the
CJIS Security Policy, applicable law, and all of Numerica's contractual obligations. Any new,
additional, or improved services or features, including all Intellectual Property rights therein,
shall belong to Numerica.
12. Project Fee.
a. The Project Fee for each Member Agency's addition Subscription Licenses
pursuant to Section 4 shall be calculated pursuant to the pricing set forth on the Lumen
Subscription Guide and the number and type of Subscription Licenses identified in the
Subscription Notice. The pricing set forth on the Lumen Subscription Guide may not be changed
until January 1, 2020, and thereafter only by the written agreement of the Parties.
b. If a Member Agency selects the Enterprise Subscription License, (i) then the
number of FTE certified peace officers indicated in the Subscription notice shall be updated
annually based on the information provided to Numerica under Section 14.b of SOW 02 and
(ii) the Project Fee shall be decreased by an amount equal to $20 multiplied by the number of
FTE certified peace officers employed by the Member Agency.
C. There are no Project Fees for installation or setup of the Lumen Client Software
Service because those fees are covered by the Project Fees due for the Data Warehouse and the
Data Warehouse Service under SOW 01 and SOW 02.
13. Payment Terms.
a. Unless the Subscription Notice contains different payments terms (which are only
binding on the CISC and Numerica if they both sign the Subscription Notice), Numerica shall
submit invoices for the Project Fees to the CISC.
b. As discussed in Section 2.b of this Agreement, the CISC will pass this Project Fee
on to the Member Agencies. The CISC shall remit the fees collected from the Member Agencies
toward each invoice. The CISC shall pay proper invoices within 60 days of the CISC's receipt
of the same.
C. Timing of Invoices.
i. Project Fees for the portion of the Subscription Period between Installation
and December 31 of the year of Installation shall be invoiced after the Lumen Client
Software Service is accepted pursuant to this SOW 03.
ii. For each additional calendar year, or portion of a calendar year, Numerica
may submit an invoice on or after January 1.
[end]
11M.
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Agr-eenrent for a Law Enforcement Data kFarehouse
ATTACHMENT C -1
LUMEN SUBSCRIPTION GUIDE
Create standard queries (i.e., no free
form text, limited to own agency)
Save queries to dashboard ✓
✓
�/
Create standard query-based analytics ✓
✓
Save analytics to dashboard
✓
✓
Create deep text queries i.e.,
unstructured text)
Share saved queries to other
✓
✓
investigator and analyst dashboards
Multi - agency queries
Create link charts
✓
✓
Share link charts to other users`
✓ _ ..
dashboards
Share saved queries to all users'
✓
dashboards
Share saved analytics to other users'
✓
dashboards
Export results to file
✓
Multi- agency analytics
Manage user accounts (no cost)
./
6
039
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Agreement for a Law Enforcement Data Warehouse
Lumen Price List
Subscription Cost and Subscription Periods
Subscription License
List Price (each)
1 Year Contract
2 Year Contract
3+ Year Contract
Annual Recurring Subscription Costs
S1200 qty 1 -2
$1170 qty 1 -2
SI 140 qty 1 -2
$1110 qty 1 -2
Analyst License
S 1000 qty 3 -5
$975 qty 3 -5
$950 qty 3 -5
S925 qty 3 -5
5900 qty 6+
S878 qry 6+
$855 qty 6+
$832 qty 6+
S600 qty 1 -6
S585 qty 1 -6
$570 qty 1 -6
5555 qty 1 -6
Investigative License
$480 qty 7 -20
S468 qty 7 -20
S456 qty 7 -20
$444 qty 7 -20
S360 qty 21+
$351 qty 21+
$342 qty 2l+
S333 qty 21+
$60 qty 10 -20
$59 qty 10 -20
S57 qty 10 -20
S56 qty 10 -20
Dashboard License
$48 qty 21 -50
S46 qty 21 -50
S44 qry 21 -50
542 qty 21 -50
S36 qty 51+
S35 qty 51+
$33 qry 51+
S32 qty 51+
$180
$115
$110
$105
Enterprise License
per sworn officer
per sivorn officer
per sworn officer
per sworn officer
Training
On -site training
51500
S1400
$1350
S1275
(4 hours)
Online train the trainers session
1 hour included
2 hours included
2 hours included
2 hours included
each year
each year
[end]
040
Exhibit C I SOW 03 1 Lumen Client Softtivare Service
Services Agreement for a Law Enforcement Data Warehouse
ATTACHMENT C -2
SUBSCRIPTION NOTICE
Date: ................................................
Nameof Member Agency: .............................................................................
Member Agency Contact Information:
Nameof Contact: ................................................................
Phone: ................................................................................
Email: .................................................................................
MailingAddress: ................................................................
............................................................ ...............................
Indicate here if requesting an Enterprise Subscription License (with Analyst functionality):..
If requesting the Enterprise Subscription License,
indicate the number of FTE certified peace officers employed: ...................
If not requesting an Enterprise Subscription License, indicate the number and type of
Subscription Licenses requested:
Analyst Subscription Licenses: ...................
Investigative Subscription Licenses : ..................
Dashboard Subscription Licenses: ...............
Indicate the Subscription Period requested (one, two, or three years): ................
Total Annual Recurring Subscription Costs: .....................
..........................
Additional Paid Training Requested (if any): ..............................................
Cost of Additional Paid Training (if any): ..................................................
Signature: ................................................................ Name:..................... ...............................
[end]
8
041
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Ag •eement for a Law Enforcement Data ffarehouse
ATTACHMENT C -3
ERROR SEVERITY LEVELS
Severity
Level
Name
Description
For a period of at least 24 continuous hours, the Lumen Client Software
Level 1
Critical
Service is completely down or there is a major malfunction resulting in an
inoperative condition.
The Lumen Client Software Service is substantially impaired and a
substantial number of users are unable to perform their normal functions
Level 2
Major
for sustained periods. Examples include major feature failure, major
product failure, inconvenient or unavailable workaround, the Lumen Client
Software Service being usable but severely limited, and any Error which
could threaten the use of the Lumen Client Software Service.
Errors in the Lumen Client Sofltivare Service to which there may be a
workaround and which do not currently threaten the use of the Lumen
Level 3
Minor
Client Software Service. Use of the Lumen Client Software Service is
impaired, but not critically so and users can generally fully use the Lumen
Client Software Service for its intended function.
Typographical errors, inappropriate error messages, and other
Level 4
Trivial
miscellaneous problems which have minimal impact on the use of the
Lumen Client Software Service.
[end]
042
Exhibit C I SOW 03 1 Lumen Client Software Service
Services Agreement for a Law Enforcement Data Warehouse
ATTACHMENT C -4
ERROR RESOLUTION
Severity
Resolution
Level
Name
Temporary
Permanent
After the Error is temporarily
Numerica shall work continuously,
resolved, Numerica shall work
devote significant resources, and around
diligently and devote significant
Level 1
Critical
the clock (if necessary) until a
resources to permanently
temporary resolution is implemented.
resolving the Error.
Target for temporary resolution:
Target for permanent resolution:
24 hours from Error report
five days from temporary
resolution
Numerica shall work diligently and
After the Error is temporarily
devote significant resources until a
resolved, Numerica shall work
temporary resolution is implemented,
diligently and devote significant
Level 2
Major
but Numerica usually will not work on
resources to permanently
an around- the -clock basis.
resolving the Error.
Target for temporary resolution: five
Target for permanent resolution:
days from Error report
3
0 days from temporary
resolution
Numerica shall devote reasonable
efforts to implement a temporary
Level 3
Minor
resolution. The temporary resolution
The next regularly - scheduled
may not be available until the next
software update cycle.
regularly- scheduled software update
cycle.
Level 4
Trivial
n/a
The next regularly-scheduled
software update cycle.
[end]
10
043
EXHIBIT D
MEMBER AGENCY JOINDER AGREEMENT TO THE
SERVICES AGREEMENT FOR A LAW ENFORCEMENT DATA WAREHOUSE
This Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement
Data Warehouse (this "Joinder Agreement ") is entered into as of , 20_ (the
"Effective Date "), by and among the Colorado Information Sharing Consortium, a Colorado
local government entity (the "CISC "), Numerica Corporation, a Colorado corporation
( "Numerica'), and , a Colorado local government entity (the "Joining
Party ").
Capitalized tenns used in this Joinder Agreement and not otherwise defined are defined in the
Services Agreement (including its attachments).
RECITALS
A. The CISC and Numerica entered into that certain Services Agreement for a Law
Enforcement Data Warehouse dated June 13, 2016 (the "Services Agreement ") for the
integration the Data Warehouse, the maintenance and provision of a Data Warehouse Service,
and for the provision of the Lumen Client Software Service. The Services Agreement is attached
hereto as Attachment D -1 and is incorporated by reference.
B. The Joining Party desires to become a party to the Services Agreement. As a party to the
Services Agreement, the Joining Party will be considered a Member Agency and will have
certain of its Records integrated into the Data Warehouse, will be provided with the Data
Warehouse Service, and, at the election of the Member Agency, will be provided with the Lumen
Client Software Service subject to the terms and conditions of the Services Agreement and this
Joinder Agreement.
C. The Joining Party has either executed or is committed to executing the CISC's IGA.
Pursuant to the Services Agreement, Numerica will provide the Services set forth on SOW 01 to
a Joining Party that has not signed the CISC's IGA, but will not provide the Services set forth on
other Statements of Work until the Joining Party has executed the CISC's IGA.
D. The Services Agreement requires that, in certain circumstances, each Member Agency
shall pay its portion of a Project Fee to the CISC, who in turn shall remit the same to Numerica.
The non - appropriations clause in the Services Agreement applies to this payment obligation.
Neither Numerica nor the CISC can create any obligation on behalf of any Member Agency to
pay all or any portion of a Project Fee.
E. This Joinder Agreement may contain terms and conditions that modify or add to the
terms and conditions in the Services Agreement; if so, the modifying or additional terms and
conditions stated herein shall control over the terms and conditions stated in the Services
Agreement solely between the Parties hereto.
044
Exhibit D I Joinder Agreement
Services Agreement for a Law Enforcement Data Warehouse
AGREEMENT
Now, THEREFORE, in consideration for the recitals, the mutual promises herein, and other good
and valuable consideration, the adequacy and receipt of which is acknowledged, the Parties agree
as follows:
1. Joinder. The Joining Party joins in, becomes a party to, and agrees to be bound in all
respects by the terms and conditions of the Services Agreement. The Joining Party is a "Member
Agency" under the Services Agreement.
2. CISC's IGA. If the Joining Party has not executed the CISC's IGA, the Joining Party
acknowledges that it will only be entitled to Services from Numerica under SOW 01 until the
Joining Party has executed the CISC's IGA (unless the CISC agrees otherwise). The Joining
Party agrees to work in good faith toward executing the CISC's IGA.
3. Lumen Entitlement. Pursuant to Section 3 of SOW 03, a Member Agency is entitled to
a limited number of Subscription Licenses to the Lumen Client Software Services. Please refer
to SOW 03 for further details.
a. Indicate the number of FTE certified peace officers here: ................
b. If the number of FTE certified peace officers is less than 58, a Member Agency is
entitled to one Analyst Subscription License.
C. If the number of FTE certified peace officers is equal to or greater than 58,
indicate the number and type of Subscription Licenses requested. The total calculated cost of the
requested Subscription Licenses cannot exceed S20 multiplied by the number of FTE certified
peace officers; see SOW 03 for details and limitations.
Analyst Subscription Licenses: ...................
Investigative Subscription Licenses: .............
Dashboard Subscription Licenses: ...............
4. Notice Information.
Contact Person: ..........................................................................
PhoneNumber: ..............................................................................
Email: ............................................................................................
MailingAddress: ............................................................................
5. Additional Terms. If agreed to by Numerica and the CISC, additional terms may be
entered here.
[signature page follows]
2
045
Exhibit I Joinder Agreetnent
Services Agreement for a Law Enforcement Data Krarehouse
[signature page]
IN WITNESS WHEREOF, the Parties are executing this Joinder Agreement to signify their
acceptance of all the terms and conditions stated above, to be effective as of the Effective Date,
regardless of the date of actual signature.
COLORADO INFORMATION SHARING NUMERICA CORPORATION
CONSORTIUM
By: .................................................................. By:................................... ...............................
Name: David Shipley Name: Jeff Poore
Title: Executive Director Title: President
Date: ...................................................... ........ Date:
[JOINING PARTY]
By: ..................................................................
Name:
Title:
Date: ...............................................................
3
046
Exhibit D I Joinder Agreement
Services Agreement for a Law Enforcement Data Warehouse
ATTACHMENT D -1
SERVICES AGREEMENT FOR A LAW ENFORCEMENT DATA WAREHOUSE
047
Numerica Agreement - FINAL
Adobe Sign Document History 07/25/2016
Created:
07/23/2016
By:
Kelli Crano (kcrano @fwlaw.com)
Status:
SIGNED
Transaction ID:
CBJCHBCAABAAZoHHPfljZGz _hl87HcO9g4jTkHL FkDV
"Numerica Agreement - FINAL" History
.I Document created by Kelli Crano (kcrano @fwlaw.com)
07123/2016 - 1:31:19 MDT - IP address: 38.88.52.170
L�, Document emailed to vline @co.arapahoe.co.us for signature
07/23/2016 - 1:34:11 MDT
20 Document emailed to Jeff Poore aeff.poore @numerica.us) for signature
07/23/2016 - 1:34:11 MDT
I Document viewed by Jeff Poore Qeff.poore @numerica.us)
07/23/2016 - 2:16:56 MDT - IP address: 208.184.162.191
Document e- signed by Jeff Poore aeff.poore @numerica.us)
Signature Date: 07/23/2016 - 2:37:08 MDT - Time Source: server - IP address: 97.118.5.239
Document shared with Ryan Tharp (rtharp @fwlaw.com)
07/24/2016 - 12:10:01 MDT - IP address: 38.88.52.170
i Kelli Crano (kcrano @fwlaw.com) replaced signer vline @co.arapahoe.co.us with Vince Line
(VLine @arapahoegov.com)
07/2512016 - 9:35:38 MDT - IP address: 38.88.52.170
C-20 Document emailed to Vince Line (VLine @arapahoegov.com) for signature
07/25/2016 - 9:35:38 MDT
�- Document viewed by Vince Line (VLine @arapahoegov.com)
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Document e- signed by Vince Line (VLine @arapahoegov.com)
Signature Date: 07/25/2016 - 11:49:37 MDT - Time Source: server - IP address: 65.113.226.130
Signed document emailed to vline @co.arapahoe.co.us, Vince Line (VLine @arapahoegov.com), Kelli Crano
(kcrano @fwlaw.com), Jeff Poore Qeff.poore @numerica.us) and Ryan Tharp (rtharp @fwlaw.com)
07125/2016 - 11:49:37 MDT
Adobe Sign
Signature Certificate
L�) Document Reference: UKCG68JTLK2FBHLLMGS22U
{
Jeff Poore
1 Party ID: IXBAR41YTJFRGIYURFADHC
Ii IP Address: 73.203.122.172
(( VERIFIED EMAIL: feff.poore @numerica.us
Digital Fir c20lf ca95l9a7ea28O69bf3b9396a76ce569Od9d
Digital Fingerprint Checksum
David Shipley
Party ID: Z2NUCAIH351NWMCM79MMDK
IP Address: 67.230.204.5
yyjy@ VERIFIED EMAIL:. dshipley @adcogov.org
Digital Fir 77600b21849b68d95066bbc9d6b3f4a51e93ee48
Digital Fingerprint Ghecksum
R1ghtSignature
Easy Online Document Signing
1111INUM N9112" all III
11 I INMR.111 Al IV NI l ill
Timestamp
Audit
2016 -12 -29 09:09:04 -0800
All parties have signed document. Signed copies sent to: Jeff Poore, David
Shipley, and Ryan Tharp.
2016 -12 -29 09:09:04 -0800
Document signed by David Shipley (dshipley @adcogov.org) with drawn signature.
- 67.230.204.5
2016 -12 -29 09:06:27 -0800
Document viewed by David Shipley (dshipley @ adcogov.org). - 67.230.204.5
2016 -12 -29 06:15:49 -0800
Document signed by Jeff Poore Oeff.poore @numerica.us) with drawn signature.
- 73.203.122.172
2016 -12 -29 06:15:12 -0800
Document viewed by Jeff Poore Qeff.poore @numerica.us). - 73.203.122.172
2016 -12 -28 12:12:33 -0800
Document created by Ryan Tharp (rtharp @fwlaw.com). - 38.88.52.170
This signature page provides a record of the online
activity executing this contract.
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