MASTER PURCHASE, LICENSE & SERVICES AGREEMENT-COLOSSUS, INC. d/b/a INTERACT PUBLIC SAFETY SYSTEM

Transcription

1 TULSA COUNTY PURCHASING DEPARTMENT MEMO DATE: APRIL 9, 2014 ~ PURCHASING DIRECTOR (C) '" _ \\ \ FROM: LINDA R. DORRELL ~ \...)0 ~ TO: SUBJECT: BOARD OF COUNTY COMMISSIONERS MASTER PURCHASE, LICENSE & SERVICES AGREEMENT-COLOSSUS, INC. d/b/a INTERACT PUBLIC SAFETY SYSTEM SUBMITTED FOR YOUR APPROVAL AND EXECUTION IS THE ATTACHED MASTER PURCHASE, LICENSE AND SERVICES AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS ON BEHALF OF THE TULSA COUNTY SHERIFF'S OFFICE AND COLOSSUS, INC. d/b/a INTERACT PUBLIC SAFETY SYSTEMS FOR STANDARD SOFTWARE MAINTENANCE AND EQUIPMENT HELP DESK SUPPORT GUIDE LOCATED AT THE TULSA COUNTY SHERIFF'S OFFICE, 500 N. DENVER AVE., TULSA, OKLAHOMA 74103, AS PER ATTACHED DOCUMENTATION. RESPECTFULLY SUBMITTED FOR YOUR APPROVAL AND EXECUTION. LRDlsks ORIGINAL: COPIES: PAT KEY, COUNTY CLERK, FOR THE APRIL 14,2014 AGENDA. COMMISSIONER JOHN M. SMALIGO COMMISSIONER KAREN KEITH COMMISSIONER RON PETERS STANLEY GLANZ, SHERIFF MARK LIOTTA, CHIEF DEPUTY MICHAEL WILLIS, CHIEF DEPUTY VICKI ADAMS, CHIEF DEPUTY Form 4363 (Rev. 4-98)

2 INSTRUCTIONS FOR COMPLETING INTERACT PUBLIC SAFETY SYSTEMS Master Purchase, License & Services Agreement This Agreement should be used for public safety Customers purchasing standard products and services and should be presented to a potential Customer early in the process to afford adequate time for review. The file is partially protected so information can be filled in electronically in the appropriate sections provided and forwarded electronically or by hard copy to Customer. Instructions: 1. Fill in all information requested in the Agreement. All required information may be electronically filled in by selecting the gray shaded areas and typing in the applicable information. 2. Send completed Agreement to Customer via requesting they sign and return to InterAct as noted below. 3. Fully executed Agreement, including all Exhibits, Statement of Work and Quote, should be returned via mail, fax or to: Mail: Fax: InterAct Public Safety System 102 W. 3rd Street, Suite 750 Winston-Salem, NC Attn: Lori Hall contracts@interact911.com 4. InterAct will return a fully executed Agreement to the Customer. PLEASE CONTACT Karen.hicks@interact911.com WITH ANY QUESTIONS REGARDING THIS PROCEDURE

3 InterAct Public Safety Systems MASTER PURCHASE, LICENSE 8t SERVICES AGREEMENT Date: This Master Purchase, License & Services Agreement which includes the attached Exhibits (this "Agreement") is between COLOSSUS, INCORPORATED, a North Carolina corporation d/b/a InterAct Public Safety Systems ("InterAct"), and the Board of County Comrrlissioners of Tulsa County on behalf of the Tulsa County Sheriff's Office ("Customer"). This Agreement sets forth the terms and conditions under which InterAct will furnish the InterAct Offerings described on a Quotation /Order Form and/or Statement of Work executed by the Parties to Customer. The attached Exhibits include: Exhibit A MILESTONE PAYMENT SCHEDULE Exhibit B...STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit C-l. EQUIPMENT HELP DESK SUPPORT GUIDE Exhibit C-2.. EQUIPMENT WARRANTY RESOURCE The Board of County Commissioners on behalf of: Customer Tulsa County Sheriffs Office Contact: Stanley Glanz, Sheriff Address: 500 South Denver Street _s.;;...,9"'-i..;..a_n_z@=-tc_s_o_.o r-"'9"-- Tulsa, OK Phone: _(~9;,..=1:..:::.8~)5::...::9:...::6_-5:::...6::...:0::...::1: Mobile: By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. This Agreement shall apply to Customer's purchase and license of Software, Equipment or Services (collectively, "InterAct Offerings") described on a Quotation/Quotation/Order Form and/or Statement of Work executed by the parties. After execution of this Agreement, Customer may from time to time purchase additional InterAct Offerings by executing additional Quotation/Quotation/Order Forms and/or Statement of Works with InterAct. Customer's Affiliates may also order Systems and additional InterAct Offerings hereunder by signing a mutually agreeable Quotation/Quotation/Order Form and/or Statement of Work incorporating this Agreement and reflecting such Affiliate's agreement to be bound by all of the terms and obligations applicable to the Customer under this Agreement. ACKNOWLEDGED AND AGREED TO BY: COLOSSUS, INCORPORATED d/b/a InterAct Public Safety Systems (InterAct) <It':' Name: Cindy Williams BOARD OF COUNTY COMMISSIONERS OF TULSA COUNTY, OK (Customer) By: Authorized Signature Title By: ~ral Coun~1 &. Se~rv Authorized Signature TItle Date: PrI2ll.-- If".:u1/~ Date: ~~'"~..-!':-~;;:.:, /' "r::,"'" InterAct Public Safety Systems Master Purchase & License Agreement vs.o ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

4 1. Definitions. "AFFILIATE" shall mean the following, as applicable: If Customer is not a government body or entity, then "Affiliate" shall mean an entity which, as of the Effective Date, controls, is controlled by or is under common control with the Customer. For the purpose of this definition, "control" means the legal or beneficial ownership of (a) fifty percent (50%) or more of the outstanding voting stock of a corporation, (b) fifty percent (50%) or more of the equity of a limited liability company, partnership or joint venture or (c) a general partnership interest in a partnership or joint venture. If Customer is an agency or department of a state, then "Affiliate" shall mean any other agency or department of such state and any county, city, town or municipality in such state. If Customer is a Council of Governments, then "Affiliate" shall mean any government body or entity on behalf of which Customer is entering into this Agreement, provided that Customer has disclosed the identify of such government body or entity to InterAct prior to the execution hereof. "ApPLICATION RELATED SOFTWARE" shall mean all computer software developed by InterAct and/or InterAct's partners, resellers, OEM or distributors for which said computer software is designed to help the end-user to perform specific tasks, and which computer software is listed on a Quotation/Order Form. Examples include, but are not limited to, InterActCAD, InterActGIS, InterActMobile, InterActNG911, InterActJMS, etc., which list may be modified at InterAct's sole discretion. "AUTHORIZED COPIES": Except as provided in Section 2, the only authorized copies of the Software and Documentation are the copies of each application software package defined in this Paragraph. They are: a. The single copy of the Software and the related Documentation delivered by InterAct under this Agreement; and b. Any additional copies made by Customer as authorized under Section 2 "CONFIDENTIAL INFORMATION": Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as "Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is publicly disclosed either prior or subsequent to the other party's receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence. "CUSTOMER LIAISON": A Customer employee assigned to act as liaison between Customer and InterAct for the duration of the Agreement. Within ten (10) days of the Effective Date, Customer shall notify InterAct of the name of the Customer Liaison. "CUT LIVE" shall mean the moment a Customer processes a live 911 dispatch call through its System. "DOCUMENTATION" shall mean the reference, installation, administrative and programmer manuals relating to the use of the Software delivered by InterAct to Customer with the Software. Documentation shall not include marketing materials. "EFFECTIVE DATE" shall mean the latter of the two dates in the above signature block. "EQUIPMENT" shall mean the hardware components described on an Quotation/Order Form and Third Party Software product(s) that are supplied by InterAct to Customer hereunder. All Equipment is manufactured and/or distributed by third parties. See Section 9.c and Exhibit C-2 for Warranty information. "QUOTATION/ORDER FORMS" shall mean the InterAct ordering schedules which are signed by InterAct and Customer (or a Customer Affiliate) to place orders for InterAct's Application Related Software products, Third Party Software, Equipment or Services under this Agreement "SERVICES" has the meaning set forth in Section 10 below. "SITE" shall mean a specific, physical location of Customer's business at which the System is deployed as set forth in the applicable Quotation/Order Form. "SOFTWARE" shall mean all or any portion of the Application Related Software product(s) and Documentation provided by InterAct to Customer, whether in machine-readable or printed form, which application software product{s) are listed in the applicable Quotation/Order Form and all corrections, updates, upgrades, and enhancements thereto. "SSMA": The InterAct Standard Software Maintenance Agreement as set forth in Exhibit B. "STATEMENTS OF WORK" or "SOWs" shall mean statements of work which are signed by InterAct and Customer (or a Customer Affiliate) to place orders for professional services to be performed by InterAct under this Agreement. "SUPPORTED EQUIPMENT" shall mean Equipment for which Customer is entitled to receive Equipment Help Desk Support. "SUPPORTED SOFTWARE" shall mean Software for which Customer is entitled to receive Software Maintenance. "SYSTEM" shall mean the Equipment, Software, Third Party Software and Services described in the applicable Quotation/Order Form or Statement of Work. "SUBSYSTEM" shall mean a component of the System comprised of the Software separately noted on the Quotation/Order Form Summary and the EqUipment, Third Party Software and Services associated with that separately noted Software. "SYSTEM CHARGE" shall mean collectively, as specified in each Quotation/Order Form or Statement of Work (as applicable), the Equipment cost, fees for Software and Third Party Software licenses and fees for installation, training and other services. InterAct Public Safety Systems 2 Master Purchase & License Agreement vs.o ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

5 "THIRD PARTY SOFTWARE" shall mean the software necessary for the Equipment to function properly to allow the Application Related Software to operate on the Equipment, and shall include (I) Open Source software provided to Customer by InterAct; (II) operating system software and database software; and (III) Software that the copyrights therein are owned by a party other than InterAct and installed on or included with Equipment at the time that such Equipment is purchased by InterAct. This definition of Third Party Software expressly excludes any products that are considered Application Related Software. "UPGRADE" shall mean any enhanced and/or improved versions of the Software released after execution of this Agreement. 2. Software License and Restrictions. Contingent upon Customer's compliance with the terms of this Agreement and with all Site, User and use restrictions detailed in a SOW or Quotation/Order Form, InterAct grants to Customer a perpetual (subject to Paragraph 13), non-exclusive and non-transferable license to install and permit its employees ("Users") to use the Software solely for Customer's internal purposes. Customer shall not sublicense, redistribute or otherwise allow third parties to use the Software, directly or indirectly, whether on a time sharing, remote job entry or service bureau arrangement or otherwise. Customer will not engage any third party to host the Software for Customer's use, nor will Customer host for others or otherwise make the Software available for use by others. Customer will not modify or prepare derivative works of the Software. Customer will not reverse compile, reverse engineer or reverse assemble the Software or otherwise attempt to derive or obtain any portion of the Software source code. If Customer fails to pay all fees specified in Exhibit A then Customer shall forfeit the right and license to use the System and shall return them to InterAct. 3. Sale of Equipment. InterAct will sell to Customer the EqUipment specified in a Quotation/Order Form. Customer agrees that each Quotation/Order Form incorporates by reference the terms and conditions of this Agreement and constitutes a separate sale agreement for the Equipment described therein. InterAct will deliver and Customer will accept delivery of the Equipment at the location set forth in the Quotation/Order Form. InterAct will use reasonable efforts to meet any delivery dates set forth in a Quotation/Order Form. InterAct will pack and seal the Equipment, or will cause the manufacturer to do so, in accordance with any procedures required by the manufacturer to remain eligible for the manufacturer's maintenance agreement. InterAct reserves and Customer grants to InterAct a purchase money security interest in the Equipment to secure payment in full of the System Charge. InterAct may file a copy of this Agreement, any Quotation/Order Form or a financing statement in the appropriate filing offices to perfect such security interest without prior notice to or consent of Customer. 4. Installation and Training. InterAct will provide the installation services and training services specified in a Quotation/Order Form or Statement of Work. Customer will provide prompt and reasonable access to Customer's information, documentation, facilities, equipment, hardware and personnel as requested by InterAct to facilitate InterAct's performance of the installation services and training services. S. Maintenance & Equipment Help Desk Support. a. Software Maintenance. Subject to Customer's payment of the applicable maintenance fees ("Software Maintenance Fees") to InterAct, InterAct will provide maintenance, software correction and support services for the Software, excluding Third Party Software and Project Deliverables, (such services, "Software Maintenance")during the term of Customer's SSMA and the warranty period preceding it. Software Maintenance will be provided in accordance with InterAct's SSMA, in effect as of the Effective Date and attached hereto as Exhibit B. b. Equipment Help Desk Support. Subject to Customer's payment of the applicable Equipment Help Desk Support fees ("Equipment Help Desk Support Fees") to InterAct, InterAct will provide Help Desk Support services for the Equipment ("Equipment Help Desk Support") to Customer for such periods as may be mutually agreed upon (each an "EqUipment Help Desk Support Period"). Equipment Help Desk Support will be provided in accordance with InterAct's Equipment Help Desk Support Guide in effect as of the Effective Date and attached hereto as Exhibit C. Because all Equipment is supplied by third party distributors or manufacturers, InterAct's EqUipment Help Desk Support Guide is subject to change without notice. c. No Additional Maintenance. InterAct will have no obligation to provide any maintenance or support services beyond such Software Maintenance and Equipment Help Desk Support Guide as Customer may be entitled to receive by virtue of having paid the associated fees unless such maintenance or support services are expressly set forth in an Quotation/Order Form or Statement of Work. d. Maintenance Lapse. Customer will not be eligible to receive Software Maintenance or Equipment Help Desk Support unless Customer has received such maintenance continuously from the Effective Date or Customer first pays to InterAct the fees that would have been paid to InterAct by Customer for any period in which Customer did not elect to receive such maintenance. If this Agreement terminates or Customer discontinues Software and/or Equipment Help Desk Support for any reason, and then subsequently desires (with InterAct's permission) to purchase or reactivate Software and/or Equipment Help Desk Support in the future, such repurchase or reactivation will be at the prevailing rates at the time of repurchase or reactivation. However, in the event the Software and/or Equipment has been updated or replaced by InterAct in the interim period, InterAct will have to install the new/updated Software and/or Equipment for which the Customer could incur an installation charge and a Software license and/or Equipment charge. 6. Fees & Additional Purchases. a. Payment Terms. The attached Exhibit A sets forth the manner in which fees and payments will be allocated and made under this Agreement. Customer will pay without deduction or set-off the fees set forth on the Quotation/Order Form InterAct Public Safety Systems 3 Master Purchase & License Agreement vs.o ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

6 for each InterAct Offering purchased or licensed by Customer and services ordered under any Statement of Work. All payments are due within 30 days of the invoice date. Late payments will incur a charge of 1.0% per month, not to exceed the maximum amount allowed by law. Customer shall pay any and all applicable federal, state and local sales, use, value added, excise, duty and any other taxes of any nature (except any taxes based on InterAct's net income) assessed on the InterAct Offerings. To the extent Customer imposes additional requirements on InterAct for Services other than those expressly provided in this Agreement, InterAct retains the right to make additional price adjustments and/or any other adjustments that may be necessitated. Before performing these additional Services, InterAct will notify Customer that the Services are subject to additional charge(s). b. If Customer wishes to add additional InterAct Offerings, Customer agrees to pay the additional fees at the then current Software, Equipment and Services prices in effect. Software Maintenance Fees and Equipment Help Desk Support Fees shall be increased according to the additional Software and Equipment fees on the next annual billing date after the additional Software and/or Equipment is added. With said payment, the license provided in Section 2 permits Customer's use of the Software. c. Annual Software Maintenance & Equipment Help Desk Support Fees. Customer shall pay without deduction or setoff annual Software Maintenance Fee(s) and annual Equipment Help Desk Support Fee(s), collectively referred to herein as "Annual Maintenance Fee(s)" as set forth on the Quotation/Order Form for each InterAct Offering purchased or licensed by Customer. InterAct reserves the right to increase Customer's Annual Maintenance Fees on the anniversary of Customer's Software and/or Equipment Help Desk Support renewal, and hereby guarantees that Annual Maintenance Fees will not increase on an annual basis greater than the CPI-W or 3.5%, whichever is higher. All payments are due within 30 days of the invoice date. Late payments will incur a charge of 1.0% per month, not to exceed the maximum amount allowed by law. Customer shall pay any and all applicable federal, state and local sales, use, value added, excise, duty and any other taxes of any nature (except any taxes based on InterAct's net income) assessed on Customer's Annual Maintenance Fees. In addition, should Customer cancel Software and/or Equipment Help Desk Support after the start of the new Software and/or Equipment Help Desk Support Period, Customer is required to pay InterAct a pro rata portion of the Annual Maintenance Fee due from the date of renewal through the date of cancellation. If Customer fails to pay such invoice within thirty (30) days, or the SSMA lapses for any other reason, a reinstatement fee may be charged in addition to the annual support and maintenance fee. InterAct reserves the right to deliver all invoices to Customer via . d. Exclusions. The System Charge does not include, and Customer agrees to pay, any additional sums for: (i) Equipment, Software, Third Party Software and services not included as part of the System Charge and requested by Customer (including software changes or reconfiguration). (ii) Services required by or incurred due to: (1) incomplete site preparation, in accordance with an agreed-upon schedule; or (2) any Third Party Software not furnished with the System that either fails to interface or integrate with the System or materially impairs the System's operation. (iii) All of InterAct's direct, out-of-pocket travel and associated living expenses. (iv) Charges for shipping, freight, insurance, loading, unloading and storage associated with the delivery, installation and repair of the System. 7. Confidentialitv. a. Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information absent express written consent by the party claiming confidentiality. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. Customer agrees to timely notify InterAct of any request(s) made for disclosure of confidential information. b. Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to InterAct. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard InterAct's proprietary rights in the InterAct Offerings, including without limitation the following measures: (i) Customer shall only permit access to the InterAct Offerings to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. (ii) Customer shall npt permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (iii) Customer shall not attempt to disassemble, decompile or reverse engineer the Software. c. In the event that a party is required by law to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt prior notice of such pending disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. The Receiving Party shall cooperate with any attempts by the Disclosing Party to obtain such protective order or other appropriate remedy. In the absence of a protective order or a receipt of a waiver, the Receiving Party agrees to furnish only that portion of the Confidential Information that it is legally required to disclose and such disclosure shall not be a breach of this Agreement. d. Notwithstanding the foregoing: nothing herein shall be construed as to prevent InterAct or its employees from providing services or developing materials that are similar or identical to or competitive with those developed or provided under this Agreement; InterAct may disclose Customer's Confidential Information to contractors engaged by InterAct to InterAct Public Safety Systems 4 Master Purchase & License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

7 assist in the performance of any Services hereunder; InterAct may disclose to its licensors Customer's identity and such other information regarding Customer's use of the Software as such licensors may require be disclosed by InterAct; and InterAct may use any ideas, concepts, know-how and techniques used, discovered or reduced to practice while furnishing InterAct Offerings to Customer for the benefit of InterAct and other InterAct customers. e. Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, InterAct shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this Section 7 on Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. 8. Ownership. a. Except for the limited license set forth herein, all rights, title and interests to and in the Software and Services, including without limitation all trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights therein, are reserved and will remain the exclusive property of InterAct or its licensors. Customer will not take any action that jeopardizes InterAct's or its licensors' proprietary rights. Customer acknowledges and agrees that it acquires no right in the Software, except the limited use license specified in Section 2 above. InterAct and its licensors, as applicable, will own all rights in any Authorized Copies of the Software made by Customer. Customer agrees to take, at InterAct's sole expense, any actions reasonably requested by InterAct to reflect, confirm or perfect such rights in InterAct's or an applicable licensor's name. 9. Warranty, Indemnity, Remedies. a. Software Warranty. InterAct warrants, for Customer's benefit only, that Supported Software will perform substantially in accordance with the Documentation for a period of one year after the date on which Customer's license for such Supported Software is first acquired. InterAct's warranty shall not apply to Supported Software that has been modified by Customer or third parties, or to Supported Software that is installed on computer systems not approved by InterAct. Customer agrees to notify InterAct in writing before expiration of the preceding period of the failure of any Supported Software to satisfy the foregoing warranty and, after verification thereof by InterAct, InterAct will undertake to correct any reported error in accordance with its Software Maintenance Guide. Customer acknowledges that the Software may not satisfy all of Customer's requirements and the use of the Software may not be uninterrupted or error-free. InterAct warrants, for Customer's benefit only, that it possesses the necessary intellectual rights to license to Customer the Supported Software provided hereunder. b. Services Warranty. InterAct warrants that: (i) it will perform the Services in a professional and workmanlike manner; and (ii) the Project Deliverables will perform substantially in accordance with the specifications set forth in the applicable Statement of Work and applicable Documentation for a period of 30 days after delivery to Customer. Customer agrees to notify InterAct in writing before expiration of the preceding period of the failure of any Project Deliverable to satisfy the foregoing warranty and, after verification thereof by InterAct, InterAct will undertake to correct any reported error in accordance with its Software Maintenance Guide. c. Manufacturer's Equipment Warranty. Customer acknowledges that all Equipment supplied by InterAct hereunder is manufactured by third parties and Customer agrees that the only warranties applicable to the Equipment are such warranties as may be provided by the manufacturers thereof and such warranties begin the date InterAct receives the Equipment in its Winston-Salem, NC office for staging. InterAct makes no warranty of any kind with respect to any Equipment. For Supported Equipment InterAct shall, during the applicable Equipment Help Desk Support Period, coordinate with the applicable manufacturer to obtain repair or replacement of defective Equipment, all in accordance with the terms and conditions of the Equipment Help Desk Support Guide. For Equipment which is not Supported Equipment, Customer agrees to look solely to the manufacturer with respect to all mechanical, service and other claims and the right to enforce all warranties on such Equipment made by said manufacturer are hereby, to the extent InterAct has the right, assigned to Customer. Exhibit C-l, Equipment Warranty Resource, is provided solely as information only to Customer. InterAct is not responsible for modifications to the manufacturer's published warranties, which modifications are determined solely at the discretion of the distributor or manufacturer. d. Indemnity. If a lawsuit is brought against Customer claiming the Software, other than Third Party Software, infringes a U.S. copyright or misappropriates a third party trade secret, InterAct will defend Customer in the lawsuit at InterAct's expense, and InterAct will pay the damages and costs finally awarded against Customer or agreed upon in settlement in the action, but only if: (i) Customer notifies InterAct in writing promptly upon learning that a claim may be asserted, but in any case not less than fifteen (15) days after Customer receives notice of such lawsuit; (ii) Customer grants InterAct sole control over the defense of the claim and any negotiation for its settlement or compromise; (iii) Customer accepts any remedial actions provided by InterAct pursuant to Paragraph gee) below; and (iv) Customer provides assistance as InterAct reasonably requests. InterAct's obligation to indemnify and save Customer harmless under this Section is void if the claim of infringement arises out of or in connection with any modification made to the Software or any use of the Software not specifically authorized in writing by InterAct. e. Other Rights. In the event of a claim under Paragraph 9(d) above, InterAct shall have the rights to: (i) replace the Software alleged to be infringing with non-infringing software that provides substantially the same functionality; (ii) procure for Customer the right to continue using the affected Software; and (iii) if InterAct determines that the foregoing actions set forth in clauses (i) and (Ii) of this Paragraph gee) are not reasonably practicable or commercially reasonable, InterAct Public Safety Systems 5 Master Purchase & license Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«.

8 terminate Customer's license to use the Software alleged to be infringing and, if such termination occurs before the date that is five (5) years after the date the Software was first licensed by Customer, refund to Customer a pro-rata portion of the license fees paid for the Software based on a five (5) year straight-line depreciation schedule commencing upon such date. Paragraph 9(d) and this Paragraph 9(e) state Customer's exclusive remedy, and InterAct's exclusive liability, for any claim of infringement or misappropriation. f. Limitations. InterAct will have no obligation to Customer under this Section 9 if: (i) any portion of the Software has been modified after delivery to Customer by any party other than InterAct (ii) Customer does not promptly install each Upgrade, update and other fix or error correction provided to Customer by InterAct or its licensors or Equipment manufacturers; (iii) an alleged infringement or misappropriation or warranty failure is based upon the combination of the Software with any software or equipment not provided to Customer by InterAct; or (iv) an alleged infringement or misappropriation or warranty failure was caused by InterAct's compliance with Customer's instructions or upon the incorporation of computer code or other materials into the Software or EqUipment at Customer's request. g. Third Partv Software. Customer acknowledges and agrees that Third Party Software provided to Customer by InterAct is provided to Customer pursuant to the terms of the licensor's applicable license, and Customer agrees to be bound thereby and that such terms govern any conflict between those terms and this Agreement. Customer will acquire only those rights in the Third Party Software granted by applicable license and accorded by applicable law. In the event that any Third Party Software provided by InterAct to Customer requires acceptance of a "shrink wrap" or "box top" license or agreement or execution of a "click-through" license or agreement for the access, opening, unpacking, installation or configuration thereof, Customer acknowledges and agrees that InterAct may act as an agent on Customer's behalf in accepting and executing such license or agreement on behalf of Customer. INTERACT PROVIDES THE THIRD PARlY SOFTWARE "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE WARRANTIES, INDEMNITIES, AND REMEDIES SET FORTH 11\1 THIS SECTIOI\! 9 DO NOT APPLY TO THIRD PARlY SOFTWARE OR ANY BREACH, INFRINGEMENT, OR MISAPPROPRIATION ALLEGED TO BE CAUSD BY THIRD PARlY SOFTWARE. Customer acknowledges it must look exclusively to the manufacturer of the Third Party Software for any warranty, maintenance, support or other service or remedy relating thereto. Software Maintenance does not apply to Third Party Software. h. High Risk Activities. The InterAct -Offerings and Project Deliverables may contain technology that is not faulttolerant and is not designed or intended for use in hazardous environments or other applications requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines or any other application in which the failure of the InterAct Offerings or Project Deliverables could lead directly to death, personal injury or severe physical or property damage (collectively, "High Risk Activities"). Customer represents that it is not acquiring any of the InterAct Offerings for use with High Risk Activities and Customer agrees that InterAct shall have no liability of any kind relating to any InterAct Offering used in High Risk Activities. h. Compliance with Laws. Customer agrees that it will comply with all U.S. and foreign laws, regulations and orders applicable to Customer's use of the Systems, including all applicable U.S. export control laws and U.S. Export Administration Regulations and related Executive Orders. j. WARRANlY DISClAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, TO THE FULL EXTENT PERMmED BY APPLICABLE LAW, INTERACT MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE SOFTWARE, EQUIPMENT, SERVICES, INTERACT OFFERING(S) OR ANY THIRD PARlY SOFTWARE OR OTHER MATERIALS, SERVICES, INFORMATION OR TECHNOLOGY, AND INTERACT EXPRESSLY DISClAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF CONDITION, MERCHANTABIlIlY OR ATNESS FOR A PARTICULAR PURPOSE. 10. Additional Professional Services. InterAct will provide the professional services described in each Statement of Work signed by the parties (the "Services"). Customer agrees that each such Statement of Work incorporates by reference the terms and conditions of this Agreement and constitutes a separate agreement for the purchase of Services. Any change in the scope of Services must be agreed upon in writing by InterAct and Customer, and may result in additional fees and scheduling changes, as determined by InterAct. If specified in a Statement of Work, InterAct will provide to Customer deliverable(s) created specifically for Customer (any such deliverables provided to Customer by InterAct being referred to herein as the "Project Deliverable"). Unless otherwise set forth in a Statement of Work or in this Agreement, Project Deliverables shall be deemed to be part of the Software for purposes of this Agreement. During installation of the System or any Project Deliverables, the Customer shall have the same responsibilities as are outlined in section 7 of the Software Maintenance Guide (EXHIBIT B, attached) and in section 5 of the Hardware Maintenance Guide (EXHIBIT C, attached), including but not limited to the Customer's responsibility to provide InterAct with secure high speed remote access to all servers and work stations running the Software. Customer will grant access rights to all InterAct personnel so designated by InterAct as authorized by InterAct to need access rights. 11. Acceptance Testing. a. Acceptance Testing Procedure. In the event a Quotation/Order Form specifies that Customer's acceptance of all or part of the order specified therein is subject to successful completion of acceptance testing, the following procedures and time periods shall apply: Customer will be entitled to test the Equipment, Software and Project Deliverable as applicable to determine if they operate in accordance with, and otherwise conforms to the mutually agreed upon criteria ("Acceptance Criteria"). If acceptance testing is a required term in a Quotation/Order Form but the period or procedures for such InterAct Public Safety Systems 6 Master Purchase & License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

9 acceptance testing are not specified on the Quotation/Order Form, then (i) Customer will have thirty (30) days from the date the Equipment/Software/Project Deliverable is delivered to Customer in which to complete all acceptance testing, and (ii) Customer may use its own internal test procedures and any sample input. Acceptance of the Equipment/Software/Project Deliverable shall not be deemed to constitute a waiver by Customer of any rights it may have based on InterAct's warranties. If no Acceptance Criteria are set forth in a Quotation/Order Form or SOW, then the Acceptance Criteria shall be that the Equipment/Software/Project Deliverables perform in substantial compliance with the applicable Documentation. b. Acceptance or Rejection. If Customer determines the Equipment/Project Deliverable/Software (as applicable) successfully operates in accordance with, and otherwise conforms to, the Acceptance Criteria, Customer will notify InterAct that Customer accepts the Equipment/Software/Project Deliverable within ten (10) days of the completion of the applicable testing period. If Customer determines the Equipment/Software/Project Deliverable does not operate in accordance with, or otherwise conform to, the applicable Acceptance Criteria, then Customer will provide InterAct with a notice describing the nonconformance to the Acceptance Criteria within ten (10) days of the completion of the applicable testing period. InterAct will have thirty (30) days from the date it receives Customer's notice of the nonconformance to correct (at no additional cost to Customer) the Equipment/Software/Project Deliverable. When InterAct redelivers the Equipment/Software/Project Deliverable, Customer will be entitled to repeat the testing process. The Equipment/Software/Project Deliverable ordered on any Quotation/Order Form will be deemed to have been accepted by Customer if (i) Customer does not provide InterAct with a written notice of nonconformance to the Acceptance Criteria within ten (10) days after expiration of the applicable testing period, or (ii) the Equipment/Project Deliverable/Software (as applicable) is put into production use by the Customer. 12. UABILITY UMITATION. INTERACT'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES ARE SET FORTH HEREIN. UNDER NO CIRCUMSTANCES WILL INTERACT BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS OR COSTS OF COVER, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF WHETHER SUCH DAMAGES ARE ASSERTED TO ARISE OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS AND DAMAGE TO EQUIPMENT. NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL INTERACT OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE FOLLOWING FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES: (I) WITH RESPECT TO EQUIPMENT, THE PURCHASE PRICE PAID BY CUSTOMER FOR THE EQUIPMENT THAT GAVE RISE TO SUCH DAMAGES OR LOSSES (II) WITH RESPECT TO SOFTWARE, THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO SUCH DAMAGES OR LOSSES; AND (III) WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, THE AMOUNT OF FEES PAID FOR THE SERVICES THAT GAVE RISE TO SUCH DAMAGES OR LOSSES. EXCEPT WITH REGARD TO PAYMENTS DUE INTERACT, NEITHER PARTY WILL BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL THAT COULD NOT BE AVOIDED BY ITS EXERCISE OF DUE CARE. INTERACT'S LIABILITY FOR ANY FORM OF ACTION SHALL ONLY APPLY AFTER ANY AND ALL APPROPRIATE INSURANCE COVERAGE HAS BEEN EXHAUSTED. 13. Term and Termination. The term of this Agreement will commence upon the Effective Date and shall renew annually upon mutual agreement of both parties (such period, the "Term"). a. If Customer fails to make prompt payments to InterAct when invoiced, or if Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those outlined in Section 16, then InterAct may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer shall have ten (10) days from receipt of said notice to make payment in full for all outstanding invoiced payments due: (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, InterAct will use sound management practices and its best efforts to resolve any issues or obstacles - including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by InterAct, the Agreement terminates. b. In the event of termination, InterAct shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. c. Upon termination under Subparagraph 13.a, Customer shall return to InterAct all Licensed Products, including any copies provided to or created by Customer under this Agreement. If termination is for lack of payment, Customer shall return all tangible InterAct Offerings identified on the Quotation/Sales Order Form. InterAct Public Safety Systems 7 Master Purchase & License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

10 d. The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel, confidentiality and nondisclosure, limitation of liability and recoverable damages, dispute resolution and the General provisions, survive termination. 14 Alternative Dispute Resolution Procedures and Arbitration. a. If any dispute between Customer and InterAct arises out of this'agreement or out of any Quotation/Order Form or SOW executed as a part of this Agreement, or as a result of the performance or nonperformance of either party, the parties shall use reasonable efforts to resolve such dispute by mutual communication and negotiation. b. Nothing in this Section 14 shall preclude any party from applying to a court of competent jurisdiction for, and obtaining if warranted, preliminary or ancillary relief pending the outcome of such negotiation in Section 14.a above. The parties agree that the state and federal courts in Oklahoma shall be the exclusive courts in which either party may seek such relief under this Agreement. 1S. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, however, InterAct shall have the right to assign this Agreement to its affiliate, subsidiary or an entity that purchases all or substantially of its assets as a result of a merger, sale of equity interest or otherwise 16. Customer Liaison and Customer Responsibilities The successful implementation of the Licensed Products into Customer's environment requires Customer's commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the following: a. Customer understands that, in the event Customer procures its own Equipment, the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment b. Customer is responsible for assuring that the appropriate hardware equipment, related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. c. Customer agrees to provide the management interface and support necessary to successfully complete the implementation df the Licensed Software. This support includes upper level management priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. d. Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. InterAct is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (I) provide timely answers to InterAct's requests for information; (Ii) coordinate a mutually agreeable implementation and training schedule; (Iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and service dates; (iv) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the software system. e. Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. f. Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 17 General. a. Customer will not knowingly transfer to parties that will subsequently re-export the Software or Equipment to embargoed countries or allow export, directly or indirectly, of any product acquired under this Agreement without first obtaining an export license from the US Department of Commerce or any other agency or department of the United States Government, as required. b. All notices required or provided hereunder shall be in writing and will be deemed given as of the day received either by receipted, nationwide overnight delivery service or in the U.S. mails, postage prepaid, certified or registered, return receipt requested, to the addresses and attention of the representatives specified below with copy to each party's General Counsel. c. Customer grants to InterAct the right to use Customer's name and trademarks solely as a client reference in promotional and marketing materials in accordance with generally accepted industry standards and practices for such references. InterAct Public Safety Systems 8 Master Purchase & License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

11 d. InterAct and Customer are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. e. Neither Party shall be liable to the other Party or shall be subject to termination of this Agreement by the other Party, for any delay, nonperformance, loss or damage (other than for failure to pay any amount when due) because of reasons beyond its reasonable control including, but not limited to, acts of God, acts, regulations or laws of any government, acts of terrorism, war, riots, civil unrest, power failures, accidents in transportation or other causes beyond the reasonable control of the respective Party. f. Except as otherwise provided, any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement, including the terms of Sections 1, 2, 5, 6, 7, 8, 9, 12, 13, 14, 15 and 17. g. This Agreement will be governed by and interpreted in accordance with the laws of the State of Oklahoma, excluding its conflict of law principles. InterAct will be entitled to any other damages and amounts awarded to it in any action to collect unpaid fees owed pursuant to this Agreement. h. No waiver, amendment or other modification of this Agreement will be effective unless in writing and signed by the party against whom enforcement is sought. The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. If any provision of this Agreement is held unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. i. This Agreement and its schedules constitute the complete and entire statement of all terms, conditions and representations of the agreement between InterAct and Customer with respect to its subject matter and supersede all prior writings or understandings, including any prior agreement regarding confidentiality that may have been entered into by the parties. j. This Agreement may be executed by the parties hereto in multiple counterparts and shall be effective as of the Effective Date when each party shall have executed and delivered a counterpart hereof, whether or not the same counterpart is executed and delivered by each party. When so executed and delivered, each such counterpart shall be deemed an original and all such counterparts shall be deemed one and the same document. Transmission of images of signed signature pages by facsimile, or other electronic means shall have the same effect as the delivery in person of manually signed documents. InterAct Public Safety Systems 9 Master Purchase &License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

12 InterAct Public Safety Systems EXHIBIT A: MILESTONE PAYMENT SCHEDULE InterAct will provide a milestone payment sche~ule for the Software, Equipment, Third Party Software and Services for each Subsystem listed on the Quotation/Order Form as follows: 1. Initial Payment: At the time the Quotation/Order Form is executed, the Customer shall pay InterAct a payment of 70% percent of the Interact Software, Services and first year Software and Equipment Help Desk Support and 100% of the Equipment and Third Party Software amounts for the Subsystem. 2. Installation Payments: Upon delivery and installation of Software and Equipment of each Subsystem published on the Quotation/Order Form the Customer shall pay InterAct 20% of the Software, Services and first year Software and Equipment Help Desk Support amount. 3. Final Payment: Customer shall make full and final payment of the amount on the Quotation/Order Form upon the cut live date of the Subsystem for the remaining 10% of the Software, Services and first year Software and Equipment Help Desk Support amount for each Subsystem placed into production, plus any other unpaid amount. Any discount adjustments will be made to the final payment. 4. Maintenance Service &. Payments in Subsequent Years The term "Annual Maintenance" when used on a Quotation/Order Form designates fees associated with the first year of maintenance services only. Second year maintenance service for each Subsystem begins on the anniversary date of InterAct's delivery to the Customer. Prior to the beginning of the second and subsequent year maintenance service periods, InterAct shall determine the fees applicable to such year and provide the Customer with an invoice for annual maintenance for that Subsystem and likewise for each of the other Subsystems upon the anniversary date of the order of that Subsystem. The maintenance service period for future years for all Subsystems will begin on the anniversary date of the maintenance service for the first Subsystem delivered to the Customer. S. Other Milestones a. Upon installation the Customer shall pay InterAct 50% of Custom Interfaces and Other Customizations. b. Upon the beginning of Productive Use, the Customer shall pay InterAct 50% of Custom Interfaces and Other Customizations. c. Upon order the Customer shall pay InterAct 100% of Change Orders. InterAct Public Safety Systems 10 Master Purchase & License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

13 InterAct Public Safety Systems EXHIBIT B: Standard Software Maintenance Agreement This InterAct Public Safety Systems ("InterAct") Standard Software Maintenance Agreement (SSMA) between InterAct and the Board of County Commissioners of Tulsa County, on behalf of the Tulsa County Sheriff, ("BOCC") sets forth the standard software maintenance support services provided by InterAct. The Software manufactured by InterAct is covered under this Agreement. Any Third Party Software included in Customer's System is not covered under this Agreement and shall be covered under the third party manufacturers' maintenance terms for support. Capitalized terms in this Agreement shall have the same meaning as defined in the Master Purchase, License and Services Agreement to which this Agreement is attached as Exhibit B. 1. Warranty Period and Service Period The warranty period shall begin on the delivery date of the Software and end one (1) year later. This SSMA shall begin concurrently with the warranty period and remain in effect for a period of five (5) years (the "SSMA term") and ending on the same calendar date at the conclusion of the SSMA term. 2. Licenses Included In SSMA The SSMA entitles customers to obtain licenses to utilize all upgrades and new releases of the Software released by InterAct over the five (5) year period of the maintenance agreement. Prior releases of licensed Software are supported no longer than (9) months after a new release is announced by InterAct. Through participation in working groups across the Country, as well as regular interaction with Customers, InterAct is continuously improving its Software and this SSMA gives Customers the ability to take advantage of the latest innovations. The costs associated with an upgrade or moving a Customer to a new version of Software are not included under the SSMA. Consequently, costs including but not limited to travel to the site, assembly, set up, configuration, consulting, installation, and training will be billed at the then current hourly rate. A cost estimate will be provided to Customer and approved by Customer before work commences. Customer will also be responsible for the cost of any equipment replacements or upgrades that may be necessary to accomplish the upgrade or to install the new version of Software. 3. Support Services for Software a. Description of How Support Is Performed The SSMA includes the services of InterAct's technical staff that perform support remotely utilizing the phone and a high speed internet connection. Software issues can be diagnosed and fixed remotely as long as the Customer has not misused the System and has maintained its Equipment and Software in accordance with the Systems manual. In any case in which technical staff is required to visit the site to perform support services, the Customer will be charged for time and travel at the then current InterAct hourly rate. b. Covered Software Issues Software Maintenance covers any issue or problem that is the result of a verifiable, replicable error (InterAct will use all reasonable means to verify and replicate) in the Licensed Software ("Verifiable InterAct Issue"). An error will be a Verifiable InterAct Issue only if it constitutes a material failure by the licensed Software to function in accordance with the applicable licensed Software Documentation. Errors caused by the following Circumstances are not covered under the SSMA: i. The licensed Software was modified by a party other than InterAct or ii. The error was caused by a defect, failure or issue with Customer's equipment or third party software not procured by InterAct, unless InterAct specifically indicated the equipment and/or software was interoperable with the licensed Software. If Technical Support determines the Customer's problem is not caused by InterAct or its Systems, Equipment, or Software, or is otherwise outside InterAct's reasonable control, InterAct is not obligated to provide support under this Agreement. This scenario is called "out of scope support." For out of scope support the Customer agrees to pay InterAct its fees for time and expense at InterAct's then current rate. c. Availability of Support-Hours and Days Customer will have access to InterAct's technical support personnel ("Technical Support"), twenty-four (24) hours a day, seven (7) days a week. Communications with Technical Support will take place through the phone or portal. InterAct Public Safety Systems 11 Master Purchase &License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

14 The technical support personnel can be reached at the following phone number and portal address: Phone: Toll Free ; portalinteract911.com InterAct provides a single entry point of contact that routes requests/problems to the appropriate Technical Support. The following chart depicts Severity Levels for problem reporting and response plan requirement for ensuring timely restoration. Users will report software and system related problems to the technical support personnel. The user will designate which level of Severity applies based upon the below chart. Severity Level Problem Type (if applicable) Response Severity 1 Severity 2 Severity 3 Major system failure - application is unavailable for use by dispatchers and call takers at a specified disoatch center. Significant system impairment - loss of critical operational component, but CAD/RMS work may continue to operate. Technical questions, upgrades, intermittent problems, system problems being monitored by an InterAct software engineer, questions related to an identified problem, and work to be performed at a later time. Severity 4 Scheduled maintenance and scheduled upgrades. As scheduled. Within 2 hours from receipt of notification - problems are acknowledged and appropriate personnel are assigned to and engaged in problem resolution with workaround or long term fix. Within 2 hours from receipt of notification during normal business hours - may include workaround fix or full repair. Within 24 hours from receipt of notification during normal business hours. 4. Software Maintenance Lapse The Customer shall not be eligible to receive Software Maintenance unless the Customer has received such maintenance continuously from the effective date of this Agreement or the Customer first pays to InterAct such fees as would have been paid to InterAct by the Customer for any period in which the Customer did not elect to receive such maintenance. 5. Representative The Customer shall designate a specific person or persons from each location at which the Licensed Software is instaljed to be the point of contact under this Agreement (the "Representative"). The Customer may change the Representative upon notice to InterAct. 6. Billing Maintenance costs will be billed annually, beginning on the start date and on the same day each year thereafter for the term of the SSMA. 7. Additions of Software to Maintenance Agreement Additional Software licenses purchased by Customer will be added to the SSMA upon delivery. Costs of the maintenance for the additional Software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. 8. Annual Maintenance Cost (5~Year Plan, Billed Annually) for Quotation # a. Year 1 $37, b. Year 2 $39,040,20 c. Year 3 $ d. Year 4 $ e. Year 5 $43, ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE InterAct Public Safety Systems 12 Master Purchase & License Agreement vs.o ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

15 9. Customer's Responsibilities a. Customer will initiate all requests for Software Maintenance. A Representative of the Customer must be present at the location during the performance of any Software Maintenance if required. Customer may add additional contacts to the list of Software Maintenance contacts. b. In the event Customer and InterAct have agreed that InterAct will provide any installation services, Customer agrees to assist in the provision of such installation services. c. Customer accepts sole responsibility for any compatibility problems between the Software and any other application software or non-current software programs not maintained or supported by InterAct. d. Customer will provide InterAct with a secure high speed remote access with a static internet IP address, to all servers and work stations running the Software, with firewall protection between the CAD network and the internet ("Secure VPN"). Customer will grant access rights to all InterAct personnel designated by InterAct as authorized by InterAct to need access rights. The Secure VPN solution employed by the Customer must support the Cisco VPN client and/or the Windows VPN client and/or the BOMGAR support tool. Should customer fail to provide a Secure VPN, InterAct reserves the right at any time, without notice, to triple the then current annual maintenance fee billed Customer. e. Customer shall at all times maintain protection against network virus, worms and other external threats to the Software. f. It shall be the responsibility of the Customer to maintain all operating system and firmware updates, including version releases, patches and service packs for any Third Party Software that has been installed by InterAct. 10. Virtual Environments. a. When using Virtual Machines ("VM's") running VMware or other Virtual Environments, the customer is responsible for the following: i. InterAct must approve the Customer-provided Virtual Environment, including hardware, number of virtual machines running on the host, network bandwidth, disk systems or any other aspect of the Virtual Environment. ii. Customer is responsible for the hardware and hardware support for the physical server that runs the Virtual Machines the VM Ware Host iii. Customer is responsible for the support of the VMware, including but not limited to, licensing, updates, support, and any other issue which is VMware related iv. Customer will provide and procure support and maintenance of the Operating system and Database software running on the Virtual Machines v. Virtual Environments shall be limited to only InterAct products and those 9ll-related products (CADM, RMS, Jail, Fire, Mobile). Customer's production servers may not operate on the same Host environment as InterAct's products vi. InterAct is not responsible for loss of performance due to issues with VMware, Host Server workload, Host network bandwidth or disk storage space. 11. Submitting a Request I Obtaining an Answer. At the time of Customer's initial call or , please prepare to provide: a. Contact name, company name and Software Customer is using; b. The type of browser (with release version) and hardware Customer is using (if applicable); c. Telephone number and alternate method of contact (Le. a pager number or address); d. A concise description of Customer's problem or question; e. The circumstances under which the problem does or does not occur; and f. SpeCific error messages, error numbers, log files and program numbers. For new cases, an InterAct Customer Support SpeCialist will use the following process to assist Customer with a new case (problem): a. Document the supplied information; b. Document Customer's questions or issues (symptom and function in which it occurs); c. Answer Customer's questions or have Customer run tests to further identify and isolate the problem; and d. Research the problem and provide resolution according to the aforementioned guidelines. 12. Limitation This Standard Software Maintenance Agreement states Customer's sole and exclusive remedies and InterAct's sole and exclusive responsibilities with respect to Software Maintenance of any InterAct Software. InterAct PubliC Safety Systems 13 Master Purchase & License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

16 InterAct Public Safety Systems EXHIBIT C - 1: Equipment Help Desk Support Guide This Equipment Help Desk Guide sets forth the terms, conditions and procedures under which help desk support ("Equipment Help Desk Support") is offered for Equipment supplied by InterAct to Customer. Equipment Help Desk Support for specified Equipment shall be purchased by Customer using an applicable Quotation/Order Form. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Master Purchase, License and Services Agreement between the parties (the "Agreement") to which this Equipment Help Desk Support Guide is attached as an Exhibit. 1. General a. Description. Equipment Help Desk Support is the process by which InterAct will trouble shoot the issues that exist with its Customer's Equipment. It does not mean that InterAct will repair, replace, or fix Equipment as this is determined by the underlying manufacturers' warranty. b. Scope. i. Equipment Help Desk Support will consist of: (i) reasonable telephone support to diagnose any Equipment failure to determine if such failure results from a manufacturing defect; and (ii) coordination between Customer and such Equipment manufacturer to obtain any repair or replacement services for such defect as may provided by such manufacturer. ii. Equipment Help Desk Support will not include: (i) assembly, set-up, installation or configuration of Equipment; (ii) Equipment upgrades of any kind, (iii) consultation, error correction or research with respect to Customer-created documents and information; and (iv) any other separately-priced services (such as on-site services) which InterAct does not generally provide as part of Equipment Help Desk Support. InterAct's obligation to repair or replace Equipment is limited to the repair or replacement guarantee of the manufacturer of the Equipment. Equipment Help Desk Support is contingent upon Customer's compliance with its obligations set forth in Section 5 below. c. Representative. The Representative designated in the Order Form will be InterAct's contact for communicating with InterAct concerning Equipment Help Desk Support, or making any other request or providing any notice. Customer may change the Representative upon notice to InterAct. d. Term of Equipment Help Desk Support Offering. Equipment Help Desk Support is purchased separately for each piece of Equipment for 12 month terms which shall automatically renew for subsequent 12 month renewal terms unless (1) Customer provides InterAct with written notice of its intention not to renew within the 90 period prior to the applicable renewal date, or (2) InterAct ceases offering Equipment Help Desk Support to its Customers; provided, however, that no Equipment Help Desk Support shall be provided with respect to Equipment for which the applicable manufacturer has no obligation to replace or repair defects therein. The number of renewal terms available from InterAct for each type of Equipment shall be limited to the repair/replacement plans available from the applicable Equipment manufacturer at the time of purchase. 2. Customer Support a. Technical Help Desk Support. Customer will have access to InterAct's technical support personnel ("Technical Help Desk Support") twenty-four (24) hours a day, seven (7) days a week. Communications with Technical Help Desk Support may be via telephone or portal. InterAct provides a single entry point of contact that routes requests/problems to the appropriate Technical Help Desk Support. In addition to the support obligations listed above, InterAct shall provide the following support twenty-four (24) hours a day, seven (7) days a week: (a) pager support for urgent production-down situations; and (b) web-based support. b. Technical SupPOrt Contact Points. Please see below for the contact information and standard business hours of operation for Customer Support. Hours: 24 Hours per day, seven (7) days per week, 365 days per year Phone: Toll Free ; portal.interact911.com 3. Support Procedures a. Process. When InterAct receives a call from a customer related to equipment issues it will work with the customer to ensure that the actual problem with the CAD system relates to the hardware/equipment. Once this has been determined, InterAct will contact the manufacturer of the equipment. If the equipment is still under warranty, InterAct will coordinate with the manufacturer to get the equipment replaced/repaired, shipped and re-installed in accordance with the provisions of the applicable warranty. Equipment Help Desk Support does not cover the cost of an InterAct technician to come to the customer's site to do any work. InterAct Public Safety Systems 14 Master Purchase & License Agreement vs.o (2013-0S-24) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

17 b. InterAct will utilize remote diagnostic procedures to isolate manufacturing defects in the Equipment. If InterAct diagnoses an Equipment failure due to a defective part, Customer shall obtain a Return Material Authorization ("RMA") number from InterAct and ship such defective Equipment to InterAct, at no cost to InterAct, FOB Destination, freight and insurance prepaid. Customer is responsible for properly insuring, packing and labelling and for printing the applicable RMA number on each shipping label and packing slip. Upon receipt of such Equipment, InterAct will coordinate the repair or replace such defective Equipment and return same to the Customer at Customer's expense. 4. Exclusions The Equipment Help Desk Support Fee does not include and Customer agrees to pay for: a. Services required by causes external to the System, including but not limited to: (i) Causes other than ordinary use by Customer (including any force majeure). (ii) Deliberate or negligent acts which damage or modify the Equipment (including System repair, relocation or modification) by anyone other than InterAct or its employees, agents or subcontractors. (iii) Failure to provide a suitable operating environment (e.g., improper power distribution or insufficient air conditioning, overburdened network, improperly configured telecommunications system or routers, etc.). (iv) Changes to Customer's telecommunications system, databases, LAN/WAN, applications or other environmental factors after the System is initially cut-over for production use. (v) Ordinary wear and tear. (vi) Services and replacement not covered by or outside the repair/replacement plans available from the applicable Equipment manufacturer at the time of purchase. b. Maintenance, programming and/or help desk support for Customer's use of or compatibility problems from software or equipment not purchased from InterAct. c. At Customer's written request and subject to availability of InterAct resources, InterAct will assist Customer in the redefinition and/or reconfiguration of the originally installed System to satisfy Customer's then-current requirements (e.g., file transfer requirements, screen definitions, Customer applications, programmable function keys, etc.). A one-day minimum billable charge will apply to any such assistance. d. All travel and living expenses incurred by InterAct due to Customer's request for onsite Services ordered by Customer. e. All replacement cost after the earlier of five years from the date Customer orders the Equipment or the expiration of the original equipment manufacturer's warranty or field service agreement. S. Customer's Responsibilities Customer agrees to cooperate with and provide to InterAct: a. Remote and on-site access to the Equipment; b. Use of required equipment, attachments, features or communications facilities to facilitate service; and c. Reasonable assistance to perform remote diagnostics. Customer also shall perform routine operator maintenance according to procedures in the applicable Equipment documentation. d. It shall be the responsibility of the Customer to maintain all operating system and firmware updates, including version releases, patches and service packs for any third party software that has been installed by InterAct. InterAct Public Safety Systems 15 Master Purchase &License Agreement v5.0 ( ) FCFM »THE USER OF THIS FORM IS RESPONSIBLE FOR CHECKING THE CURRENT ISSUE DATE BEFORE USING THIS DOCUMENT«

18 "" """ INTffiACT Master A.lrcha!ie, license S:!rvice Pgeement Bchibit C2 - Eiluipmenl VlArr8'lty Rllsource IfyourMasterA..tn::hase,Ucense&SlMmsA!;reementlncluclesanyofthefollowingequipment thernanufadunll"swarrantyforthatequipmentisasfollows: "".I!St-!f!!!t_~ardactl!!!'. 'Mil requrremoaeusemij numoer rorw8'fll'lty CO't'IFUSA) ~56Kmodems 1 yea' info D9 asds end oonneaor boxes 1 yea' ~em cabinet dra.vers 1 yea' IMII require model/serial number for werrll'lty Oddata ~Rinters 1 yea' info IMII require model/ serial number for warrll'lty a::de<r3500 IS" 0Jde fader 2yea-s codecomc9m info a::dem3 Buetooth Modem IMII require model/serial number for W8'fll'lty w/cable 3yea's codecow.com info IMII require model/ serial number for wsrrll'lty \/isioneer Patriot 430S::alner 1 yea' yisioneer com info IMII require model/serial number for wsrrll'lty ffit\oonk VP9801 Sglalure Pa:t 1 yea' epadhnkcom info IMII require model/serial number for wsrrll'lty \/ivotek PZB11 Camera 2yea's '866l!!ii:4~6 info Rinter Sends 1 yea' IMII recp.ire model/serial number for wsrrll'lty &al..evelli0 CB-ds 5 year info IMII require modeii serial number for wsrrll'lty AFCFbsition UPSs 1 yea' www i!~.comlsu(!l2qrt info \/ideo CB-ds(various) 1yeer. "">. 'MU require!jell service ta;j'senai number for DElL AlI&rvers 5 Years WWfl dell.com speciflcwsrrll'lty info 'Mil require Llell servjce ta;j'serial numoer for All workstations 5 Years specificw8'fll'lty info 'Mil require Dell servjce ta;j'senai number for All Monitors 5 Years wwwdellc9m specificwsrrll'ltyinfo 'Mil require!jell 5erVIoe ta;j'5erlal number for 1U K\IM/Monitor/MouseO:lnsoles 1Yea specificwsrrll'lty info 'MU require Dell service ta;j'seriai number for 1000vA RiIdunount UPSs 3 Yea-sind Batteries specificwsrrii'lty info 'Mil requrre Dell 5erVIoe ta;j'senai numoer for All Laptops 5 years WWfldellcom specificwerrll'lty info Will require Dell 5erVIoe tag'serial number for Network SNitches 1 yea' specificwsrranty info Vlllil require!jell 5erVIoe ta;j'serlal number for ~em Cabinets 1 yea' WWfl dell.com specificw8'fanty info VIIIII require!jell servioeta;j'serial numoerror Edema! BJ Devims 5 years specificwsrranty info 'Mil require!jeil5ervloe tag'serial numoer for '>, «; Dsk Arrays II'Id ~ 5 years WWfl!itl! gm] specificwsrranty info '.. "out-of-box" failures will be replaoed. M2S'I'S Rnger Vein Rmders Nofurtherwerranty www m2msgm. ". :o,i'".".;.." VIllI! requrre exact model number for specific OOFAC 16 Amp Twist lock (CB1120) Twoyea-s ii wsrrll'lty info IMII require exact model number for specific 7iXNAUFS 5yr UPS 2 yr battery ii wsrrll'lty info WWfl ch!oridedower comteolu IMU require exact model number for specific DelikFbwer 6&NA Fbsition UPS 2yea's ii werrll'lty info WWfl.chIori!it(!ower.com/eniu IMII require exact model number for specific Analoglip& Rng SJrge Rotec1ors 2yesrs ii warrll'lty info comlenlu IMII require exact model number for specific Dgtallip & Rng SJrge Rotec1ors 2yea-s ii wsrrll'lty info WWfl.chlorideDOWe[ com/enlu IMII require exact model number for specific SFplug-in isolated relay 2yea's!! wsrrll'ltyinfo IMII require exact model number for specific Rotec1or DErl5 2yea's ii wsrrll'llyinfo WWfl chloridedower.c9rn1enlu IMII require exact model number for specific G'ound Bar for 6 AP-I:P 2yesrs ii wsrrll'ltyinfo WWfl.chloridepower.comleniu IMII require exact model number for specific QIeac 1000Va UPS. 5 yrups 2 yr battery ii wsrranty info \. ".' ln1b3raled Vierilink69118CS.NDSJ's 1 yea' No Website CO't'IMUNICAlIOOS " Sandai'd for systemsis 1 yea' from S1ACOM SlIacxm IPCaiI ~ems ship date. Additional yea'soptional com Sanclerd is3 yea's NfDservioe. Dell servers, pesend laptops Additional yea's 24x7 4 hr response is bouglt from SlIacxm optional 5-yr IImHedwasranty, limited in that 2 items-theg=sreoeiver end power www (!8C!I:!C9mCOm.com/su supply ere the mll'lufa::turer's peortlhowcanwehelpy2uiwarr ~racxll1l NetOock end Acoessories wsrranty of 1 yr anlyjnformation, SlIldard for systems is 2 yea's from IMII require system "Z: number for specific 2EIRlII Zetron 3200 Call ~ems Slip date W8'fll'lty info. Sandsrd for ~ems is 1 yea' from IMII require system "Z: number for specific Zetron 3300 Call ~ems Slip date wsrranty info. Senda"d for ~emsis 1 yea' from IMII require system "Z: number for specific Zetron Series40CXl Radio ~ Slip date wsrrll'lty info. InterAd providesthe above information as a courtes,y tothe Q.J5tomer. l11isinformation issubjed to d1angewithout notice. InterAd is not responsible for modiflcationsto the published warranties, whim mociflcationsare determined solely at the discretion ofthe distributor or manufacturer. InterAd may. at Itsc:lisr::retion, elec1 toon:ler any of the Equipment from a distributorormanufacturer othertilan the one referenced herein. Exbibil C-2 v2 ( ) Master Purc:llase. Ucense semces Agreemenl v4.0 16

19 ~l InterAct STATEMENT OF WORK FOR PROJECT: TULSA COUNTY SHERIFF'S OFFICE, OK Colossus, Incorporated d/b/a InterAct Public Safety Systems ("InterAct"). All rights reserved. The information contained in this document represents InterAct's contractual docwnentation as of the date of publication and is subject to change without notice. No part ofthis docwnent may be reproduced or transmitted in any form or by any means, electronic or mechanical, for any purpose, without the express written permission of InterAct. Other product and company names mentioned herein may be the trademarks oftheir respective owners.

20 General Information This Statement of Work ("SOW") is entered into and agreed upon effective as of by and between COLOSSUS, INCORPORATED, d/b/a InterAct Public Safety Systems ("InterAct") and the customer identified below ("Customer"). This SOW expressly incorporates by reference the entirety of that certain Master Purchase and License Agreement between InterAct and Board of County Commissioners of Tulsa County on behalf of the Tulsa County Sheriff's Office dated (the "Agreement"). If the Customer identified below is not a party to the Agreement identified above, then the Customer identified below agrees that upon incorporation of the Agreement into this SOW all provisions applicable to the "Customer" in the Agreement shall be applicable to the Customer identified below. Upon execution by InterAct and Customer, this SOW shall constitute a binding agreement. Capitalized terms nototherwise defmed herein shall have the meaning ascribed to them in the Agreement. Reference is also made to that certain Quotation/Order Form # dated Decetuber 19, 2013 signed by InterAct and Customer (the "Order Form"). Effective Date: Customer Name: Board of County Commissioners oftulsa County on behalf of Tulsa County Sheriff's Office Designated Location: Tulsa County Sheriff's Office, 500 SotlthDenver Avenue, Tulsa, OK Customer Contact: Stephen Norton Customer Phone: (918) jcustomer I snorton@tcso.org Special Tenns (if appjicahl{\) InterAct deliverables are limited to prodo~ts and services expressly listed in the Order Form. Unless otherwise listed in this section, Records Management Service offerings apply only to state-specific UCR and NmRS incident- and summary--based reporting listed on the Order Form. InterAct standard products do not include agency-specific forms. Statement of \\ ork Appnn al (Board of Count~ Commissioners of Tulsa County on behalf of Tulsa COllnt~ Sheriff's Office) Print name ofauthorizing person: Print title ofauthorizing pemon: Signature ofauthorizing person: I Date: I Statement of \\ ork.\ppro\ al (COLOSSl S, INCORPORATED. d/h/a InterAct Public Safet~ S~'stems) Print name ofauthorizing person: Cindy Williams Print title of authorizing person: General Counscd Signature ofauthorizing person: InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC I Confidential ~~~".---T~?,1.1;''''..~s~a~~"~~~ ~~:{ ':o q:9~:::;;i

21 Statement of \\ ork.\ppro\ al (OtIH:r Stakl'holders) Print name ofauthorizing person: Print title ofauthorizing person: Signature ofauthorizing person: I Date: I I Statement of \\'ork :-\ mendment Uistor~ \'erosion Date B~ Appro\ al Signature Customer: InterAct: Cl T_j..a.A _+. UU...,J.rt.\.tL. n (;1 InterAct (;1 InterAct; R 18 ( ) 102 West Third Street, Suite 750, Winston-Salem, I\JC I Confidential Page 3

22 Contents 1. Introduction Scope of Work Scope of Services & Responsibilities PROJECT MANAGEMENT SERVICES ~~~r PROJECT PLANNING... :::::~,:~.~, :;~:t;::::;::::::::=~:~~~~~~.::.:::::.::;;~..:::.:~:~.:;;j~!~~:.::;;:;:;j~!~j':~>~::;:;:::~~:~~~:::.:":: Geofile Data Review... ;~.;~:~;.:.u~~.:.::;~:~:~... :::.\:~,;,;.. ~~:~~\ '>::::;+~ ",. "";:::::::. 3.3 PROJECT EXECUTION...,..,... ~:::;:};~...:~~~;... ~: \ Hardware Order and Installation..:::if;!... j.;~~;::t;;.;;;)!~:~r::.:...::!:... \ Software Installation and Configrif:~tion... ::::::; ~:... ::::::::;~L Interfaces Set up and/or DeY:~~J~pm~~i:~~~E~/~:~...:.~\::~~ GIS Conversion Executi6~~::~:~:~.~~~ :~ ::::l:\:~~.. :::::::t~~....:~:21:; : :~::CLO~:::~=:~!~;~::.~;::~;;~~j::;;~;::~;:::;;:;~[:. ~~':'i:;':":'::::::"::::::::':.:::'::"::::'::::"::::::::::::::::::::. : : : ::::.:i;;;!!:~:;~;~~~i~~ ::.::<:::::::: : :: :::: :.::::::::::::::.::...::.:::::::.::.::..:::::::::.:..:.:::..:..:: :: 4. 4.\~ir::~$:,~~;~~1:::::~.~~~~~~~:~~~:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::~ 4.2 >:~;:::Software Requirements Definition (SRD) ::~t~t~w.:;iiquirements ~.'*..:.»:<. 4.4 Software Interfaces Data Ownership Scope Change and Change Orders Work Hours Cancellation Policy InterAct; R18 ( ) 102 West Third Street. Suite 750. Winston-Salem, NC Iwww.interact911.comlinfo@interact911.com Confidential Page 4 (~3InterAct~

23 5. Infrastructure Requirements Electrical and Network Infrastructures LAN and WAN Compliance Software Installation Software Compatibility Remote Access... ~~~..~ ~~.' Viruses and External Threats... :~:::?::::.~ Softw~e Updates...,:... \,~i;~;~\'... ::!i~,~::;.::;l}" ::: ::::::~.::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: :::;;:i;!~: :::::::!;;;:~: ::::!;;i;i:::::':':::-:::'~':':::'::::::::::::: ~~ 5.10 Virtual Environments...~~:.::?~:~ ~.~~\~:::... ::::.t:~h:.~~\:i...20 ~::~ :::::~:::ii:::::::::::::::::::::::::::::::::::::::::::: ::::[1);i~;;;:::::::::~;;;;:::::::: ::::~;;::::::::::::::::::::::::::::::::::::::~~ 5.13 External Network Connectivity...;:;{:~:~... ~~:}~.:::: ::... :~:::::b~:?~:...20 «':t". '~-,.~~ Removal of Old Hardware... ~;}W:i.,i::;::{~.:.:;\':i~;.~:...L" InterAct Users and Permissioi(~equirem~~ls.:.:;:\~~:.:.:::;:(; Attachments...:};~... ~:::~~~~L~... ~}:h... ~:~<..' ":::'..::::;::. "":'...22 Attachment A Customer GIl:~~~:Ch~~kli~:i~ffi~J~.;!~f~; ::\;..::::;:\... InterAct; R18 ( ) 102 West Third Street. Suite 750. Winston-Salem. NC Iwww.interact911.comlinfo@interact911.com Confidential Pages {I.JlnterAct-

24 1. Introduction This Statement of Work ("SOW") defines scope, project services, deliverables, dependencies, assumptions and responsibilities ofthe Customer and InterAct for the implementation ofthe Scope of Work (the "Project") defined below. All services outlined in this SOW are offered and delivered based on and subject to the following assumptions and prerequisites, which are the sole responsibility ofthe Customer. I~~~rAct shall not be responsible for any delays in project implementation and/or system performance pro:g~~q:ls if and to the extent that such delays and/or system performance problems result from the Q~~::ponform~"Qce ofthe Customer's environment and personnel with such assumptions and prerequisit~~~"\vh~re Irif~r4~~:::}; personnel are requested to rectify non-conformance with such assump.ti()f:l,~ and Pt~re~W~ts.i!~~.;'th~:;: " Customer will be charged for such services at time and materials ~!il:t isep~ih:t~~ fr6ihjili'd iri<jadition to the price quoted for the applicable services in the applicable order.{jfffi~~:::::::>, "-:'::',. :\~>, <:;\~::;.. InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC Confidential Page 6

25 2. Scope of Work The scope defines the boundaries ofthe project, outlining what is included in the project based on the products and services purchased by the Customer. Anything not outlined below is outside the scope of this project. The Customer has procured the following products, ancillaries and interfaces to be delivered under this SOW. In case ofdiscrepancies between the scope outlined below and the Order the Order Form supersedes this section. Version 10.2 or later License Quantity: CAD: 1- Server Software 6- Client Map: 6 - GIS Client I-GIS Server Software 6-AVL Dispatch Clients I-AVL Tactical Mapping for the CAD workstations InterAct Maps Version 10.2 or later, which includes: o GPS Tracker _"Master ::~w.~ 'C,,",'--.J"".-"".-.'J NciC=p.r:ttry "".~~andar~f9.fle Way '<-::~\W~ML dat~td~mp.:~::\}: InterAcf~J?pile Version 8.3:::~r::::.. " later '.;;.:. License Quantity: 16- Mobile CAD Clients 16- Mobile Map Clients 16-AVL NCIC Access Mobile Mapping InterAct CAD Access GPS Tracker Client Licenses InterAct: R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC I Confidential Page 7 r~~lnteract"

26 Product and Ancillary Application(s) Interface(s) Custom Functionality, Version Ancillaries and/or interfaces Mobile Client Licenses 1- Server Enterprise Software ~,, *I These interfaces do not include any third party components and/or hardwar:~. The ifil~~tparty vendor must confonn to InterAct's standard interface specifications.::l:::;:"::::. ':::;:'::\::::::...:){.. The Customer understands and acknowledges that this project will g~li~jk:!i.set ci :~:~JU:ih~:~t~lined in the table above with functionality, features, integration and workt1~ws whicl~:are d~$jgned tooperate as delivered to the Customer and will not be customized, modifiedf~lt~~~q, addelfqr. ch~ged by InterAct at the Customer's request other than as specifically identified aii<;tpricelih):l)e Orrlet:r.orin or a subsequently issued Change Order. Accordingly, the C1:..~~~mer';ag~epts tii:e)~~eraci'products as-is and will not require functionality or feature gaps based on c6iwp~i$.qri'l~;:~ustorlfij~:~s existing installed applications or interact's other product lines; Cu~tQirter's :l&t~ffihl::;w:qt.kflows are subject to change to adapt to the InterAct Products. :f~r" '';:)::-", '.. :.::.:;:::\~\, The Customer is required to have Esri AI" GlS::J9,tgi&i~her fo;~~~ting the map and tile packages utilized with InterAct Map and the assoq~~ted Esrr:W.~~6t:~.,AJ)4yst Extension to create the routing packages. ::t~~::::~..:\~\ ":::::~~/::::::' InterAct reserves the right to Mpfgy:::n~1tt :~ilt.i'!rp~ out the following items based on availability and shall not constitute a r~qui}ement f<?.f c~i9xer'6~~ii~ overall project. Any module~.fea:~:~~~~ri::erfa~~::~pecificaily identified in the SOW as roadmap or future development~~~~::jj~t~(ff~;:~jle 'f~l)~~ above under the column named: "Custom Functionality, Ancillari~s. andf~r:jfit~ifac~~~!....~:::. Delay:{J?Jit~ ~ij~t~uty"6f~i(~mal systems and/or interfaces not made available by the Customer or thir(;t party ~g~.~pf~~~~1~ InterAct. 0,:"..\:~: '0: '';::;::<=;;::;:;::::.::::.. InterAct; R18 ( ) 102 West Third Street. Suite 750. Winston-Salem, NC I Confidential Pages

27 3. Scope of Services & Responsibilities This section defines the principle services and responsibilities ofthe Customer and InterAct for the implementation ofthe Scope ofwork as set forth above. Scope ofservices in this SOW may be completed concurrently, sequentially, or non-sequentially as determined best by InterAct. Many project tasks are assigned to or dependent on Customer resources. 3.1 PROJECT MANAGEMENT SERVICES <". A project manager will be assigned to the Customer to work with an assigned and rj(f9.ired Customer's Project Manager who is expected to provide equal level of responsibility for.~~~;..i.tems 6iltUned below. Provide oversight, definition, tracking, and guidance ofthe project to:::~~ut~:;~,~cc~s:~ftjj.9. J1:very ofthe Customer's project in accordance with this SOW and foiibwing pl:bjec(m-~1).~gem~nt best industry standards.,::;:;:;..<:> ";:;::...:;:::?'..:.:::::;:;=:. Enforce and admi~ister the Agreement and SOW inclu~~ :iiiany ~Ajj~9t ci~~ge ord~rs and invoices. The Customer's Project Manager is to comp'l :\~~itf{ttt~ Agree:fu~!1t,:::$.OW, project change orders, and invoices. <:::::::;., '\\::;.. ':::;::-.. Provide management for major activities as prq~~t~d inlh.~>order'jiqrot. The Customer's Project Manager is to manage the expectations oft4~ St;~k~~ol9. r, M~f1agem~Ht Team, (herein defined as key Customer representatives, sponsors,.~t~wards; tffjf:(fp~rti~~~~:.~d others), project team, end users, and general public regarding the tii:~k.~ to b~..cof6p~~ted otl::tre project. Schedule all InterAct staff and subx9.~lr!lct6~;~~:~bp~rt to ~h:~.yre project progress and completion in accordance with the project sch~.~:~ne : :'fn~:j~tist9wer's ~.~9je:ct Manager is expected to coordinate and facilitate all Customer staf{~d third~p~i1:y (~~n4q#;:~nd/or agencies) support to ensure project progress and compleij9j1 iif~~.90rdand~\,vitt{th~ SOW and project schedule. Jointly with the Custo~~#de~~lQP' thi;f~jlowi~~ plans and teams: o Project Sched~~~' Plan. thi ;:p'lart\~:!jl~~ developed to assure schedules, and resource contracts fqr alj:::6j~ a9.~i.yity ~tfi ~t mtfsfoccur during the implementation for InterAct and Customer p~~~onii~k:~r:/ Deliverables:::; :i@;~,\::," :\:j;:;.. :\\::: U.:~.Oj1t::!:;:S::> <:::it Upon::*W6~m~tt:~ignatur~/lnterAct will start the project definition and planning phase ;:;;;. Projec::i;i&iitiJ~ckOffMeeting The obj~:~ij~e ofthit;p1eeting includes: a. C,i~tQm.~r;49tl InterAct personnel introductions; b. Conducfformal review ofproject scope and services; c. Establish a clear chain of communication and authority; d. Deliver a tailored list of customer requirements in order to achieve a successful project; this list will be referred to as the Customer Gating Checklist; See Attachment A. Sample Customer Gating Checklist; and e. Review the process, agenda, and the resource and scheduling requirements for the following activities which are described in subsequent sessions. Products Business Practice Reviews (BPRs) InterAct; R18 ( ) 102 West Third Street. Suite 750, Winston-Salem, NC Iwww.interact911.comlinfo@interact911.com Confidential Page 9 (~~) InterAct'

28 System Configuration Review Geofile Review InterAct Responsibilities include: At InterAct's discretion, schedule a kickoff meeting either remotely or on site at a mutually agreeable time with the Customer but not to exceed thirty (30) days from execution ofthe Agreement, and provide agenda and kickoff presentation five (5) business days prior to the scheduled meeting. Conduct the kickoff meeting and provide the appropriate resources to commy.with the objective stated above. '\;.. Deliver the Customer Gating Checklist. Jointly with the Customer review and agree with the project scope an(ese:rv{,~es from the signed SOW will be handled via Change Order. sf p will completion ofall ofthe review sessions..'<\~\>, Customer Responsibilities include: Provide adequate participation from stakeholders, de(~ls)lon..."'...',.., the kickoff meeting. Work with InterAct on the final definition t:~sc.6pj~::djeit;\r,~n(:tn!jl"f'nr,rl!liyll""" with the Agreement, SOW, and the applicable Order Form. Deliverables:,'.',,':;».'" '<::;~>, "'...-, 'J~~artment users during Kickoff agenda and presentatio1)::~~}:;:;:;':':::::::;;:;;~;;;:,. Customer Gating Checklist... ";:;:~~;:~:.. <:::t::~ Product Business p.~~i=k~~:$}iqj,p~~i The objective ofthis meeting:li1~ludes Ev~iti~tioii*~f:tff~ Customer's existing business practices in conjunction with InterAct~~;:Prodb~t fu~etio~~.ljty, ~g:d to promote understanding ofsystem functionality. This evaluation will serve a~:~~'w ni~~i1~nism to 'identify and document the configuration needs for each InterAct Product. Thi~;:npcum~iit:wil1~lie;.referred to as the BPR Document. Sessions and.~fiii!!;: ~~;':;~;!1,i~~;!~~t to be reviewed. InterA!!t,R.JLnsibi;;J~~;~i*iJ,~:... ::~~fafinte~~~t's discr~~ion, schedule the BPR(s) meetings either remotely or on-site at a mutually ~~t agreeabl~~;tim~. wit!'fthe Customer. InterAct's Project Manager will deliver an agenda for each \:p,:roduct Bpit:%~s t6n. t3:~~.~uct th~j~pr(s) meetings and provide the appropriate resources to comply with the objective stat~d;:~~gj~r Jointlywiih the Customer review and document in a BPR Document the configurations to be done per product. The BPR Document will be delivered to the Customer by interact's Project Manager; the Customer has five (5) business days to review the document and note any discrepancies and/or changes, if no discrepancies and/or changes are identified between this time period such documentation is deemed accepted. Any deviations from the agreed scope will be handled via change order, signed by both parties and which may impact the project cost and/or schedule. InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC I Confidential Page 10

29 Customer Responsibilities include: Participate in all planning activities and provide adequate personnel participation. Participation needs to include personnel capable of making decisions for the Customer and/or provide information about current business processes and requirements. Identify any existing operating policies and/or procedures that may be modified to accommodate InterAct application functionality. Review the BPR Document(s) within five (5) business days after InterAcfs delivery thereof and provide any discrepancies that need to be corrected. One review is included in this SOW; any variations may necessitate a change order and will be left up to InterAct's Manager's discretion. Provide date of completion for all ofthe checklists delivered by llu.'-..j.c.:"v.a;. Deliverables: BPR Documents (per product as applicable) System Configuration Review The objective ofthis meeting includes: a. Evaluation of the site by conducting a site survey~;;::::::.:... "#::;>, ",...:::\:::: b. Document in a diagram the site set up for ~Jthard~~er:appHt'~~jons, the cross-product interfaces; this diagram will be referred t~~li~ the sii~: Qnfi~r~#~n Plan. c. Review of the hardware and its accompaiiy:mg sq:f\ware:t9..,be order based on the applicable Order Form and in relationship to the Si~~:;~qIJ;fjguriin~r{Plan. /t InterAct Responsibilities include:.. :..':':~:':::::'"...:.:::::::::;.,::::..:.,::::"'::{(:::. Deliver the site survey fo...ti1~~;~,~st(jm..r's com~jetiok five (5) business days prior to scheduling the site configuration t;~~l~w. in::~~~es \~~9J~re t~~ site survey was completed in the sales stage, the survey will be review~~~;{or accj:lrft~y'j:,f twe;:~~fil collected. Review remotely 8.r::J;>n ~ft~:~~::$tera a~;~_:.piscretion the setup ofall hardware software and InterAct appu~ations::~~~ db~~j:l1ent in a:hiagram. This diagram will be referred to as the Site ConfiguratidQj~:r I~~.. ":<~;:;:....;:{::::.. Revie~..9fJhe R~~4W~r~;~~4j,ts ~ aompanying software to be ordered based on the applicable Orde(F6tri{apq lii::r~jatloh~lijp;;:to the Site Configuration Plan. 4? The Wbf~t8tl6.1)., requirement is a PC, laptop, or tablet with a broadband Internet s:':::::-' ::}:,connecti6~t..<::)::. /i/::,;' N. 0 :::;:~.~jor bro~~ers including IE, Chrome, Firefox, and Safari cust~~~t: Resp~::itmlt~~~;nClude: C0,~plete ~lj~ site survey within five (5) business days after InterAct's delivery thereof. PartiBrp~~~:ill the site configuration review, and provide adequate personnel participation. Participation needs to include personnel with IT and network understanding and capable of making decisions for the Customer andlor provide information about current business processes and requirements and review the Site Configuration Plan. The Customer has five (5) business days to review the document and note any discrepancies andlor changes, if no discrepancies and/or changes are identified between this time period such a document is deemed accepted With InterAct, review ofthe hardware and its accompanying software to be order based on the applicable Order Form and in relationship to the Site Configuration Plan. InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC Iwww.interact911.comlinfo@interact911.com Confidential Page 11

30 Review Section 5 Infrastructure Requirements and assure conformance with the stipulations in this section. Deliverables: Site Survey Site Configuration Plan Geofile Data Review The objective of the Review includes:... a. High-level evaluation ofthe Customer's existing GIS data, Telco MSAG and/<:?rsubscriber file and how it will be utilized within InterAct's Products. :~}::;:::'" >'\:::::" b. Provide the Customer with Data Review report detailing potential deft~t~=tic~~~, witfilnjh~::~:ata. c. Any deficiencies will be corrected and resubmitted for data corix~rsionitq~d:"'::;\:::>:- ';<::;=:=x InterAct Responsibilities include:...:}'!:!:;:.., '-:::c\:~>:::, "::, ",c,;"}'::::'" Provide one (1) high-level review that includes spot.9~e=6kin~f~j).d com'p~twgt~tis road centerlines, Structure points, Telco MSAG and/or Suhs:s~~ber fii~;:;:::. ':,>';.. Provide Data Review report to the Customer fo~~r:~y!ew ~'::\;::;"..:::::;:>. Schedule conference call with the CustomerJo (n~~~s:s::t4~.:f5~1:~ Revie:~ report's findings (if applicable)..{c~ :;::;'..,"",., '. -::'::;>:;)!~!t~> Customer Responsibilities include:..n...,... ::::::;;:;:~::v,.:::::::::;. Provide GIS data in Esri shapefj:i~~:~rgebh~~.aba~e:jofl11~j~: S'hape files to provide include data such as road centerlines, stru9tui~:;l?.9ints, ESN.. po'iyg9.~~~etc. Provide Telco MSAG and/ot:~subsd~ber file. "\:;...-:::. Provide Responder in(gf:&;ati~~((g~ogf~rhicaijtea and ESN assignment). Review Data Review;;I{~1?ort as..pr6~t4ed: tiy:j~teract. Attend conference::c~ll ~tbjt;(fe~actfu~w. Se~ices for report explanation (if applicable). Correct or prg ~re irttei::acr~~r: ices to 2~rrect any data deficiencies/problems within the data. The Custome:ti~*ay~c;.hoij~~.to i~~~tthe data "as is.".<:::;:;>...,:.:::.::;\:::::;.}\;:... ";:::;: Deliverables::~~F~::}:::\~::::~.:....:::::;::...,..,., Data:~~~view R~P9.rt.::::':;::.: ::)~!~~GIS DaJ,... ;:f, " ::::~~:\::::::~::~~t~/ 3.3 \~t:>. PROJECT EXECUTION Upon co.ri~i,~~~.(n,...~lthe Customer Gating Checklist, InterAct will start the rollout of the project in conformance '\vitii::the BPR Document, Geofile, and in conformance with the agreed Project Schedule. The high level activities are included below. Details on eac/, activity and eacll product will be delineated on tile overall project sclledule. Tile detailed project sc/,edule will include predecessors, critical pat/,s, altd t/,e responsible party for eac/, activity. At the conclusion of this phase the products will be ready on a training environment. InterAct; R18 ( ) 102 West Third Street. Suite 750. Winston-Salem. NC Iwww.interact911.comlinfo@interact911.com Confidential Page 12

31 3.3.1 Hardware Order and Installation Once the Site Configuration Plan and hardware ordered has been reviewed during the planning phase, the Customer will procure the hardware and have it delivered to InterAct staging in Winston-Salem, NC. At delivery, InterAct will stage the hardware and will ship it to the Customer in preparation for onsite installation at the Customer's site(s). InterAct Responsibilities include: Once the hardware is received and after staging is completed, system will b~:~hipped to the Customer in preparation for onsite installation at the Customer's site(s). Ifthird-party hardware and software are not specified within the Agr~~_~~nt, 1I1't~~Act will coordinate with the Customer's Project Manager to order third-party H:~fl1w.a,f:~!softW:~e,~9:~ applicable training.", N':,,\":'\;\"':;:;":;::'{ Customer Responsibilities include:.:::;;:~~~;;.<:;~:~:;.. \«/ The Customer shall procure and ship to InterAct for $~gfng ;::I1J.~erAct ls)p.~t iit~ontrol ofthe correctness and completeness ofthe orders before thciy::~re plac~~hwith th'l~usiomer's vendor. InterAct Staging will review the list of hardwa~~;:p'l;lrch~:~~~.by tht? l:l,stomer and ensure hardware and system software ordered by the Custom~r at(9~ti~~~~~tit~w.ith Int~ Act's minimum specifications....-.:::;:.:.\:....;:::::::::\::~:~?::.;. Installation and configuration ofthe pr06ijf:~d har~wat~::a,~ Cusf6fuer site once shipped from InterAct..,'.'.';',_,. '';:;:~~~~:::;<:::{::;.'::::;:;:::;" Procure third-party hardware/so~are::an:~;.~pp#~~ble tr~jnin'g in accordance with the agreed schedule.. ;\~i~~;::.,.::\~};: ':;:;;~~~:::;::::t):;; Procure and install of require4;clieiitworkstati~~s frirahe use of InterAct's applications; this includes mobile laptop~,;j~blets~::handh~~~s, etc# Deliverables: <'K,::"".:,.<..... r""' '\ ", ' ; ',,, :;;" Hardware Order <~t~~:;:: Hardwan?~iijl?i:::~.~i~~r~::i~~~allation and Configuration Once the hardw~~:is_st~g~d afffibj~\i&tomer's site InterAct will (remotely) configure the software in accordance W:1~trthe::~~t(!,ed::al?R D6&ii=fuents and/or Customer Gating Checklist and project schedule. InterAct rese&~s the rigfftto d~:p.l9y, rollout and/or phase out the following items based on availability and s4~1:not d~t:l.~titute a r~quireffient for cutover ofthe overall project..;~}rany molhu.(!.s, featti:t~s and/or interfaces specifically identified in the SOW as roadmap or future "\~:~evelopmeiit\:<::~:~?:::' :P~.Iays or utv,lvailability ofexternal systems and/or interfaces not made available to InterAct. InterAct ;:~gti'~i~~ities include: Configure and install the software in accordance with the BPR documentation and/or the Customer Gating Checklists from the Customer. Perform Quality Control (QC) testing ofcompleted systems. InterAct will provide remote training and/or assistance to up to three (3) workstations/mobiles per product. \t::;.. InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC I Confidential Page 13 tijlnteract~ ",,*,"'"

32 Customer Responsibilities include: Delivery ofall items required per the Customer Gating Checklist(s) delivered during the planning phase. Conformance and on-time delivery ofall activities as set forth and agreed on the Project Schedule. Install InterAct software in all remaining clients after training has been received from InterAct. Deliverables: Software installation on Customer procured hardware Delivery ofcustomer Gating Checklist Interfaces Set up and/or Development InterAct will install the procured interfaces as stated in Section 2 in a~cb~4ance :::::~:::::~Sibilities include:...:y..:;::.:.::..... Deploy all available interfaces in accordance with Se~tt<il.,n 2 Md:~~_~ agree(:h.lpon project schedule. ''- ":;::" ' "::"" Customer Responsibilities include:...{);;:..,;;;,:,.... Delivery ofall items required per the CtistQ~er q ltiili~~~ecknst(s) delivered during the planning phase. _,".,~:;<:::"./~:~~;::;",<:t:;., Take ownership and responsibq~~~fdiiit~:j~m~tiijl inter1j~9~'l{ardware, software licenses, modifications, or additions to artf~ystems HQ~. su:pplj~nhstalled, tested, or licensed by InterAct. Any delays to the Project, hd~~ve~::~~used, ~nj ned~s~arily push the time for completion ofthis particular task out, and$~ref6~~;:-:vvi1ri:~quire ~~~hange order for a project extension. Act as the single poin(~tcontactb~+we~ii),n-}.'}fgencies and/or third-party vendors not contracted to InterAct but req~ire(ft~:.~uppqrt ~lt~v.terf~~es. Provide InterAct ~illi~jhe'phy~ical co~rl~ctions for each interface, to allow InterAct to test the functionality::;~t~~~h ii1t~!fac~:~~~.the interfaces are currently in operation, it is the Customer's responsibility t~~:gis~9~~ect~acfi?gfthe interfaces from the operational environment to facilitate inte1~:f~f.~~f:\>;\?... Deliverable:"~t. "::::::::. ";:\;~.:::lii\'&rf@~,~~~up<: '\\;, GIS Co~?~~i~~::Execution FollowiJg~):~ceipt qtthe needed corrective item(s) per the checklist created in the Geofile review task (planning pii~s~)(rrit~ract will build and load the map for use with InterAct's applications. InterAct Responsibilities include: Provide a one-time conversion ofthe Customer's GIS data to meet the format requirements ofthe Map Display and/or CAD Software. Create map display Project utilizing converted GIS data. Create CAD MSAG (if applicable) utilizing sources as provided by the Customer. Load Map Display Project. InterAct; R18 ( ) 102 West Third Street, Suite 750. Winston-Salem, NC Iwww.interact911.comlinfo@interact911.com Confidential Page 14 ('InterAct-

33 Customer Responsibilities include: Take ownership and responsibility for any corrections needed to GIS data. Any delays to the Project, however caused, will necessarily push the time for completion ofthis particular task out, and therefore, will require a change order for a project extension. Act as the single point of contact between any agencies and/or third-party vendors not contracted to InterAct but required to support the Geofile. The Customer has ten (10) business days to review the data conversion and note any discrepancies and/or changes, if no discrepancies and/or changes are identified between this time period, the data conversion is deemed accepted. Deliverables: :(::>;. 3.3.; L:::::P... :......::<:'i;;::::;;;::::ii;:'t:;;;; Provide training materials and execute training for the procured:. but$,es per tli~:;qrdef::form; all courses are limited to eight (8) students and one (1) session unless otl:1.~rwise n;~t~d below:~!:ir~ihing will be conducted at the Customer's location unless otherwise noted H~\9~ and wih. be pertii'rmed in accordance with. the :~~DOrder Form:.;:."".. :..::... IA Mobile o 1-4 Day Admin Training (4 o 2-2 Day User Class (8 users per '';:;;;:;:;:::>::';'' o 1-2 Hour Admin Web.<{if:' ' ' ":-::\:~:;:> IA ;IS 3-\ Hour MObile:.~~\.: ~~~i~~b:\.>:' :,~:~::~~ ~;>:i: ~ ~>, 1 GIS Admin.@;ii;:ArcVi~w Traming (~gency Site) InterAct ResponsibiIities:;m;;;~~!l;... :;?>.""\':.:.":';';\)'" Provide train!<qg mat~i;j.~ls ~H~f to the tr~lhing sessions. Set-up and ch~fig~~~ ti1:~;~r~initig:,~nvironment. Provid~Jf;~J.nirig;;~n~ id~bx.~~n.q~ w:ifh the Order Form. Customer's ~~::::;1'ili;;~h~~I:;;;;: <.;~~Wiap..~te in thel~~jnin;g::sessions by providing the adequate personnel participation. :i~~?providltb~ approp~iate training area and workstations for the InterAct trainers, inclusive of ::~~\internet acbe:~~,:..~.&er and workstation access, teacher's workstations, overhead projector, ::\vhiteboard,,,and::fuarkers. A~~m::e that:~~11 staff personnel are trained prior to cutover operations. v<;::::~::~:::::;;r::" Deliverables: Training Materials Training Sessions Cutover Once all other phases and tasks are completed, InterAct will develop a Cutover Readiness Plan with the Customer that will illustrate the requirements, and activities required to bring into production use the InterAct; R18 ( ) 102 West Third Street. Suite 750. Winston-Salem. NC I Confidential Page 15

34 Scope of Work defined in Section 2. The execution ofcutover will be at the mutually agreed date with the Customer. The Customer may elect not to Cutover any single application, ancillary module or major feature, however, this shall not prevent InterAct from proceeding with Cutover or any subsequent task. InterAct will support the Cutover of any pending application, ancillary module or major feature at the time the Customer is ready via remote access. Remote access is limited to one (1) day per application, ancillary module and/or major feature. InterAct Responsibilities include: Develop with the Customer a Cutover Readiness Plan. :{::::::.>...:.:(\:::;.. Execute a go/no-go meeting with the Customer in conformance with t&~:-i;t~j~~t s2h~q.~.il~::#gainst the Cutover Readiness Plan. "?::" '::\" '«;::::::::-. <:::;::t::; / Bring products to operational use and monitor the product~{~nchi~~:~~s, ~k(tlnt~j~~es. ~'p to three (3) days on-site inclusive of the preparation day. Any C1ff.9N~r delays::r.._e..sufil~gfrom or related to Customer cause shall be supported via remote access..riiiheiib.a.n onsi'&:;::;.. <;::::. Customer's Responsibilities include: - "C,-" ---'\' -- -'::'::%_~::::~:t:-_ --'::::",.- Participate and agree on the development anq ~ff{0~i ~::p~itn~wd on ih~::cutover Readiness Plan. Execute a go/no-go meeting with InterAct~g~inst''Hi~i~otb:v.~tReadiness Plan in preparation of Cutover. ::;~{;;:;.,,';', '';::;\~\., -":-::;:;::;> At Cutover, begin using the produ~~,~,..~p.d riot;ify,jnterac(qf~ny issues in accordance with the Cutover Readiness Plan.,,;:}~::::::::<:::\;:;;>. '<:::~\" '.>:. ::Ii:ern~~::o:::::~!i:::::~::::::~t:::::::~;ilj;::e In preparation for closing tw~::;p"roj~;cr~fid turnirlg:pver the Customer to Account Management and Customer Care, the f9u9wing':a~~ivitie~::~ill be performed: posk,gij~9;~~l~;iji~~_: ~--.:::.:-:: :- InterAct will::~~nvet~~)::,p6'~t~9utov~tti-aining either a) procured and postponed prior to Cutover per the Order Form of::p) proctite~t:base~v:m a signed Change Order. The following is included per the Order Form:(;~}::::>-:\::::::., \~i\ '-::::".::{. 1 Post Li\~ :>Yisit (GAD Trainer onsite for 2 days) :::'J>ost-pro;;~::~;ew Meeting InterAct w:ilt~(~ng~.;(remotely) a meeting to discuss the plans and time lines for (and if applicable) any delayed produ~t~/~i1ciiiaries, interfaces, features agreed to be postponed per the agreed Project Schedule and Cutover Plan. Such a plan will be documented in a turnover document that will then be used during the turnover meeting to Account Management and Customer Care Turnover Meeting Arrange and perfolid a turnover meeting to review the Proj ect and any open issues as outline on a turnover document with the Customer, Account Manager, and Customer Care. InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC I Confidential Page 16

35 4. Dependencies & Conditions 4.1 Software Customization and Enhancements No software customizations or modifications are included in the scope ofservices to be delivered, except those that are specifically outlined in the SOW and/or Software Requirements Definition (SRD). Any further customization or modifications which are requested by the Customer shall require a Change Order and/or new SOW/SRD specifying the project specifications, schedule, and associated price which is signed by both parties. 4.2 Software Requirements Definition (SRD).,:::::~::;.. A Software Requirements Definition (SRD) signed by authorized representatl~e~..pf botl{p~rties will be required for any modification ofthe functionality of InterAct software or anybth~i:;g~~torri:et:.~q~are development by InterAct. The SRD typically includes: background i~fdrmation~:::~9ftw#~::modifi8ation description, technical specifications, notes and assumptions, Custom~:r' anetlqtera~t.j:~~burh~s needed, Customer and InterAct responsibilities, estimated timeframe, aq.9:~~~~st, Note':tlwt sori):~ SRDs are complex and time consuming, and that InterAct reserves the right to prq{iid'e a::ci:~qte fo~ 'ti1~,.cr~~tion ofthe SRD 'tself, "::\.<:>:' '';':'.' l '':<->. ~<;:> 4.3 Custom Req uirements,'. ':}~nt:\::;::::->, ";:;:'".:::::::: All custom requirements will be expressly contai~.a::in th{q~~ei:fqi:m:;:::\;ustom deliverables that result in the need for professional services not described i~~the Ord.er F~):m wilrij~;;charged at InterAct's standard time and material rates.::::\t::::{~~~:> "'::::::' Software Interfaces ;::::::::::~::':'::::;':'::?,:::\:,::-,;;t:::.:,:..:::::::,:. "::':': Required software interfaces specifi~~..in tli'e,j)rder F~gn wiw:oe reviewed and documented during the early stage ofthe project. InterA.~tSoftW:~re E~g~neeri~g will develop the interfaces and deliver in preparation for onsite installati~itand te~fu)g in'l~~p~~wice with the mutually agreed project schedule. 4.5 Data Owners'ti'lp,:t\:\::{:,\'\::,>,'::' All data, including b~!:~~gt limil~g to'l~~:~-data, shall be owned by the Customer. As owner of such data, it is the Customer's resp();ij:sib~m1;y te::~nstire~:tj:te integrity, accuracy, and completeness ofsuch data. InterAct shall have no U~J?-ili~ o{~.9y kiilai~t~~~d tb any error, loss of, issue, defect, or cause ofaction arising out of or related tp:;;siidl :~f~ti:l., fut~tact'sfi~h~provide the Customer with pre-defined code tables, which will be delivered as-i$~.any chang~s f6:j):)e code tables or data conversion services are the Customer's resp09 ~6ility~::~~:\..-:\::. ":::: Sco;~b.:;l,,,gi~nd Change Orders Change~#Q the scop~. oftfie project can be initiated only by a written Change Order signed by both parties and may }fup~~t t~~.~p roject cost and/or schedule, All alterations to an executed Order Form, Statement of Work or SoftW~r~:Requirements Definition (SRD) require a written Change Order signed by an authorized representative ofthe Customer and an authorized representative ofinteract. The Change Order serves as an amendment to the "parent" document and enumerates the modifications. 4.7 Work Hours All work will be performed at the Customer and InterAct offices and will be performed during normal business hours (8 A.M EST to 5 P.M EST) unless mutually agreed upon. InterAct: R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC Iwww.interact911.comlinfo@interact911.com Confidential Page 17

36 4.8 Cancellation Policy In situations where the parties have agreed on a specific date for InterAct to perform training or other services at the Customer's site (collectively, the "Scheduled Services"), the Customer shall be responsible for adequately preparing the applicable site and ensuring availability ofthe applicable Customer personnel and/or contractors to facilitate InterAct's performance of the Scheduled Services (collectively, the "Preparation"). In the event the Customer wishes to cancel or reschedule a scheduled site visit or the required preparation was not completed at the appointed time for the scheduled site visit, the Customer sh.~ll pay to InterAct (i) the fee for one (1) day of the scheduled services for each ofthe InterAct personnel aii(t~uthorized subcontractors which were to perform the scheduled services {"One-Day Sery:!~~.Fee")/OD the per diem services fee for travel time associated with the actual travel undertaken by Inte:.fAt~:p'~rsOJiii~LanQ::;::::. authorized subcontractors en route to the applicable Customer site ("Bi1J~,ble Tt~y'el 'time.~.'), 'al#ftlli) reimbursement for any non-refundable travel and lodging expenses).,~cu~~~>~y Iri~~:rA~f~l~a:;~uthorized subcontractors in connection with such scheduled site visit ("Non/~~fundable::J.:~E~~){'. ::::::::~' *~<::". ~<::.;:'\," Unless otherwise specified in the applicable Order Form or S:QW, in th~::~yent th~t:~~::customer provides written notice of its cancellation of a scheduled site visit~t least;;~~, hours 'iji~~<;>r to the appointed date and time ofthe scheduled visit, the Customer shall not be nfq«~i:~<;ljq p~y:::the One~may Service Fee referenced above in connection with such site visit, but will b~,~:~~'quired::~~rp~~;a~y:::~pplicable Billable Travel Time and Non-refundable T &E. )~r:: "<;:;'"<::::::\:\: For avoidance of doubt, the foregoing pa)(;i)j~.nf$:::~~.;;j~tf~ the ~~~~Day Service Fee, Billable Travel Time and Non-refundable T &E are inteq:~~d to c6~p'~ri;i~~)nt~f~ct for expenses associated with a lost day of work and related expenses. SJ:l:~h pa.:yments d6:itgt iri:~~#y\vay (i) relieve either party of its obligations with regard to perform~n~'~~~9j aiia;~~ymeriff,or the scheduled services, (ii) replace, amend or modify any ofthe terms relatiq.g~:tb' canc~:ij~tioi{ilp.9/~t;~~hange order requirements, rights and remedies set forth in this SOW or the Agreem~nt th~~ otil~j{:}vis~:~~r~te to the scheduled services, or (iii) grant to the Customer any right to can6~~::~~s oi<~%:l6t the 's~hrduied services..-:.=, ~," --::: :=;'" \:..;','.:,:"".;.'::::... ;;:;;; }~t::\ c:\:. ~ ~, -1 InterAct; R18 ( ) 102 West Third Street, Suite 750, Winston-Salem, NC I Confidential Page 18

37 5. Infrastructure Requirements 5.1 Electrical and Network Infrastructures The Customer's electrical and computer network (LAN and WAN) infrastructures shall be stable and sufficient to meet the bandwidth requirements ofthe InterAct solution being implemented. Inadequate infrastructure frequently results in less than desirable performance. InterAct is not responsible for the inability ofa particular network to support features ofthe mobile and/or A VL software due to bandwidth restrictions. The Customer is responsible for ensuring that the GPS data needed to operate. the ~Vb:wrtion as designed is delivered to the appropriate server indicated by InterAct and in tli~f~ppropri~t~:;format as outlined by InterAct. InterAct cannot be held responsible for data either not ttii)jsffii~~d or:~~~:tp{fted incorrectly. Any adjustments needed to ingest GPS data improperly fom.u~tted wjll be~:~t~j~o~ttlrthe Customer at the standard time and materials rate via an approved Gh~ge Orger. '<:;::)~:::;.. "';\::::.,;:;::r:{::,, ' '<:' '. \~t" 5.2 LAN and WAN Compliance ',' '.::: =:',.. \.,'.',' Electrical and computer network (LAN and WAN) infrastrucffi~~s are to:;~e, comph~nt and tested to latest industry standards by the Customer. " '.'::\~:,:.. :'/', ;:t!<:~>f::::::,>.... "';":" 5.3 Software Installation,,<~::::': ';::;::".,',,' With respect to InterAct Software installed at th~:~g~stom~r's';slt~, so"16tii:'as Customer remains current on annual support and maintenance fees, InterA&twifr;p~qW9~, onc~;:m~de generally available, all updates, upgrades, patches and workarounds to t~~::$6"ftw:~r:~ cb~~jed und~r 'fllis Agreement. The Customer agrees to assist in the installation of such items:;:.:any insian~~io'i(s~rvj ~S requested by the Customer will be offered at InterAct's then-current rates. "::\:;, :::;t".,';::::;:>:. 5.4 Software compat!.6iiity:?~\::::.. \~,:::::<:::ii The Customer accepts solt;lesp~~ibi~.~~ fof;~~y cbllipatibility problems between the Software and any other application software' bt:::p'on::c~.ix.i!~ii't softw~t~ programs not maintained or supported by InterAct. 5.5 Remotei\~:i\s~::; :: :::i~:::::::\\:~:::.. The Customer; J],~:!:!::p'rovfg~.. Intef:A~twith secure high-speed remote access with a static IP address to all servers and w.qrk si~ht:>q$ rt1i)p,jng irite:t:.act software. The Customer will grant access rights to all InterAct personnel so :~~signated\~::wrft~t:lg by InterAct as authorized by InterAct to need access rights. The high speed.~.ce-ss rfi~~t be in pl~~e priiir to the beginning ofthe installation process. The Customer's failure to provi4fsecure ih~::speed ~~inote access will be considered a material breach ofthe Agreement. 5.6'\". Virus::,;;~"~~ernal Threats The entire:l1, ~or~::ijiust be protected with Antivirus (A V) software and shall be kept up to date by the Customer wlill::~lft1ie latest virus definitions and operating system patches/service packs. 5.7 Software Updates It shall be the responsibility of the Customer to maintain all operating system and firmware updates, including version releases, patches, and service packs for any third-party software that has been installed by InterAct. InterAct; R18 ( ) 102 West Third Street. Suite 750. Winston-Salem, NC Iwww.interact911.comlinfo@interact911.com Confidential Page 19

38 5.8 Bandwidth The minimum available bandwidth to each workstation should be no less than loombs and should be greater between multiple locations. 5.9 Antivirus The entire network must be protected with Antivirus (A V) software and shall be kept up to date by the Customer with all the latest virus definitions and operating system patches/service packs. InterAct directories must be excluded from A V Scans. t 5.10 Virtual Environments <;::':" #.~'" ~ When using Virtual Machines ("VM's") running VMware or other Virtual E~Ylr~)llment~~::::, InterAct is not responsible for loss of performance due to issues with 'Vfoiw.~~, Ho~t.~ery,~~. workload, Host network bandwidth or disk storage space..::;:::;.. \~\':';;;~::}::;.:-. '<:;:;~;~:r:;" InterAct must approve the Customer-provided Virtual Envix~nni~:Qt"incl1:l~~ng~ha~t.tW~re, number ofvirtual machines running on the host, network bandwi~#ij(disk syst~jns;'~~ any other aspect ofthe Virtual Environment...:; :;> "::;;:;:;'" ;::t:::.. "?:::. The Customer is responsible for the hardware and hafaware s~~p9rt for tli~~~physical server that runs the Virtual Machines - the VM Ware Host;;;.>.. '«\:.,' ":::::;.;.:. The Customer is responsible for the support..pfh \l;l\:1:w~i~)qcludi~~::but not limited to, licensing, updates, support, and any otherj'~~e wm~4jg::v1\1;w.~~~ related. The Customer will provide and procure ~Ui?port ~.9d nt~wtemlrl8~:hfthe Operating system and Database software running on the Vi~1:lal M~9J~J~es. ":\;;::" Virtual Environments shall be lij:.:i:h~~~;:t~::q.qly::tfi~eract PfpdO'cts and those 91 I-related products (CAD, RMS, Jail, Fire, and MoBi!~). Thet~~~,~~offi~.t;)::p'r6duction servers may not operate on the same Host environment as m:~~!act~~;.products:~;:. ~:::}.., 5.11 Physical security:,"/c'<\\,:.':\:""",.../:j' The Customer will be res1?:~?llsfi5:t~jor $~. e~t~qijshili~j~ ofprocedures to provide physical site security for delivered hardware and so~~re '~ $f~ffis and th~jr components. This security will include protection from losses caused by nat'-:lr:~j:j.hreat~~:jorc~~;;y,~try, acts ofviolence, and internal sabotage. The Customer will be responsible for imp't~!w~~t~~g:pf:~.cedti~~ necessary to safeguard the integrity and security ofthe software and ~.~!~nj ~~ i'ii:;ws"pt~j,~g~:ftonraccess by unauthorized persons. <=:::;:y..,. :~~,~::/~. :::~::-" ~.'<~:::~:::" 5.12 *ktwork S~~~rit}::::.:- The G.~$toiner~:W;iJl be resp6~sibfttfor the establishment ofprocedures to provide security for its networks, hardw:~~e and softw~re sys~~v"ts, and their components. This security will include protection from security threats~~~~tering the"elj~9w r's IT systems through the Internet or the Customer's internal networks ':::;~~\~)j;;~~et:'~~i Network Connectivity The Custome t~liitlfbe responsible for establishment ofany required external access to the InterAct CAD network. Depending on Customer's desired implementation, external access might be necessary for certain products offered by InterAct such as WebCAD. Minimum requirements for this external access include, but are not limited to, a static IP addressed assigned by the Customer ISP, firewall configuration allowing any incoming request to be properly translated, port forwarded, or routed, and appropriate security as part ofthat configuration at the firewall so that no pal1 ofthe closed CAD network will be subject to security threat. InterAct will work with the Customer by providing network infrastructure and InterAct; R18 ( ) 102 West Third Street. Suite 750, Winston-Salem, NC I Confidential Page 20