HomeMy Public PortalAbout2017 Agreement for Police Dept Software.pdfSOFTWARE LICENSE AND SERVICES AGREEMENT
THIS SOFTWARE LICENSE AND SERVICES AGREEMENT is entered into by and between the
Village of Key Biscayne, a political subdivision of the State of Florida, hereinafter referred to as
"Village, with its principal place of business at 88 West McIntyre Street, Key Biscayne, Florida 33149,
and Superion, LLC, a Delaware Limited Liability Company, authorized to conduct business in the
State of Florida, and as successor in interest to Ramundsen Public Sector, LLC, hereinafter referred
to as "Superion", with offices located at 1000 Business Center Drive, Lake Mary, FL 32746. Village
and Superion are collectively referred to as the "Parties" and also individually as a "Party."
This Agreement is made between Superion and Village as of the Execution Date.
The parties agree as follows:
1. Definitions.
"Baseline" means the general release
version of a Component System as updated
to the particular time in question through both
Superion's warranty services and Superion's
Maintenance Program, but without any other
modification whatsoever.
"Component System" means the
SunGard public sector computer software
programs which are identified in the
Statement of Work and Exhibit 1 as a
Component System, including all copies of
Source Code, Object Code and all related
specifications, documentation, technical
information, and all corrections, modifications,
additions, improvements and enhancements
to and all Intellectual Property Rights for such
Component System.
"Confidential Information" means non-
public information of a party to this
Agreement. Confidential Information of
Superion includes the Software, all software
provided with the Software, and algorithms,
methods, techniques and processes revealed
by the Source Code of the Software and any
software provided with the Software.
Confidential Information does not include
information that: (i) is or becomes known to
the public without fault or breach of the
Recipient; (ii) the Discloser regularly discloses
to third parties without restriction on
disclosure; or (iii) the Recipient obtains from a
third party without restriction on disclosure
and without breach of a non -disclosure
obligation.
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"Delivery Address" means Village
shipping address set forth in Exhibit 1 as the
Delivery Address.
"Delivery Date" means, for each
Component System, the date on which
Superion first ships the Component System is
to the Village's Delivery Address F.O.B
Superion's place of shipment.
"Discloser" means the party providing its
Confidential Information to the Recipient.
"Defect" means a material deviation
between the Baseline Component System
and its documentation, for which Defect
Village has given Superion enough
information to enable Superion to replicate the
deviation on a computer configuration that is
both comparable to the Equipment and that is
under Superion's control.
"Execution Date" means the latest date
shown on the signature page of this
Agreement.
"Equipment" means a hardware and
systems software configuration meeting the
"Equipment" criteria set forth in Exhibit 1.
"Exhibit 1" means, collectively: (i) The
schedule attached to this Agreement which is
marked as "Exhibit 1," including the attached
Third Party Software Supplement; and (ii) any
schedule also marked as "Exhibit 1" (also
including any attached Software
Supplements) that is attached to any
amendment to this Agreement. Other
appendices to this Agreement are numbered
sequentially and are also "Exhibits."
"Intellectual Property Rights" means all
patents, patent rights, patent applications,
copyrights, copyright registrations, trade
secrets, trademarks and service marks and
Confidential Information.
"Object Code" means computer programs
assembled, compiled, or converted to
magnetic or electronic binary form on software
media, which are readable and usable by
computer equipment.
"Project Cost Supplement" means the
license fees, information and professional
services fees and travel and living expenses
estimate payable by Village to Superion,
attached and incorporated herein as Exhibit 2.
"Recipient" means the party receiving
Confidential Information of the Discloser.
"Statement of Work" means the approach
and statement of work for the definition,
configuration and deployment of the Software
and services for the enhancement to the
existing public safety software system for the
Village, including services for the
implementation of the Software, attached and
incorporated herein as Exhibit 4,
"Software" means the SunGard Public
Sector Component Systems listed in Exhibit 1.
"Software Supplement" means, with
respect to a Component System, the Third
Party Software Supplement attached and
provided as part of Exhibit 1 and the Software
Maintenance Supplement attached as Exhibit
5 that contain additional terms, conditions,
limitations and/or other information pertaining
to that Component System. If any terms of a
Software Supplement conflicts with any other
terms of this Agreement, the terms of the
Software Supplement will control.
"Source Code" means computer
programs written in higher -level programming
languages, sometimes accompanied by
English language comments and other
programmer documentation.
"Village Employees" means: (i) Village's
employees; and (ii) third party consultants and
agents authorized or engaged by Village who
have a need to know.
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2. Right to Grant License and Ownership.
Superion has the right and authority to grant
Village this perpetual license to use the Software.
Except as otherwise indicated in the Software
Supplement, Superion is selling a perpetual
license to the Village for the Software.
3. License. Subject to the terms and
conditions of this Agreement, Superion grants
Village a perpetual, non-exclusive, non-
transferable license to use and copy for use the
Software on the Equipment within the United
States of America for Village's operations, for the
License Fees set forth in the Project Cost
Supplement attached hereto as Exhibit 2. Any
rights not expressly granted in this Agreement
are expressly reserved.
a) Software Code. Village has right to use
the Software in Object Code form. Village also
has the right to use the Software in Object Code
form temporarily on another Superion-supported
configuration, for disaster recovery of Village's
computer operations.
b) Documentation. Except as otherwise
provided for in the applicable Software
Supplement, Village can make a reasonable
number of copies of the documentation for each
Component System for its use in accordance with
the terms of this Agreement.
c) Restrictions on Use of the Software.
Village is prohibited from causing or permitting
the reverse engineering, disassembly or
decompilation of the Software. Village is
prohibited from using the Software to provide
service bureau data processing services or to
otherwise provide data processing services to
third parties. Village will not allow the Software to
be used by, or disclose all or any part of the
Software to, any person except Village
Employees. Without limiting the foregoing, Village
is permitted to allow use of the input and/or
output sensory displays of or from the Software
by third parties on a "need to know" basis, and
such use will not be deemed a non -permitted
disclosure of the Software. Village will not allow
the Software, in whole or in part, to be exported
outside of the United States of America, in any
manner or by any means, without in each
instance obtaining Superion's prior written
consent and, if required, a validated export
license from the Office of Export Administration
within the U.S. Department of Commerce and
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such other appropriate United States
governmental authorities.
d) Intellectual Property Rights Notices.
Village is prohibited from removing or altering any
of the Intellectual Property Rights notice(s)
embedded in or that Superiors otherwise provides
with the Software. Village must reproduce the
unaltered Intellectual Property Rights notice(s) in
any full or partial copies that Village makes of the
Software.
4. Services; Term.
a) Information and Professional Services.
The term of this Agreement for installation of the
Software and performance of information and
professional services shall commence and
become effective upon the issuance of a "Notice
to Proceed" by the Village Manager, and shall
remain in force and effect for a period of one (1)
year or sooner upon the final completion of the
services in accordance with the Statement of
Work attached hereto as Exhibit 4. If additional
services, modules or products are required or
requested by the Village, the Parties may extend
the term of the services or Statement of Work
upon written agreement of the Parties for an
additional one (1) year period, and such
extension shall be evidenced by a Change Order
to the Statement of Work and this Agreement, in
form and manner as provided for in this
Agreement.
b) Support/Maintenance Services. The
term of the Maintenance and Support Services
shall commence as indicated in the Software
Maintenance Supplement attached hereto as
Exhibit 5 and continue in effect for any and all
renewal terms, unless sooner terminated.
c) Time is of the Essence. Superion agrees
that time is of the essence and shall complete the
services within the timeframes set forth in the
Statement of Work attached hereto as Exhibit 4,
and in the manner provided in this Agreement,
unless extended in writing by the Village
Manager, provided that the Parties shall not be
liable under this Agreement for any delays
caused by Force Majeure events as defined in
Section 14.
d) Generally. Superion will provide Village
with the information and professional services
identified in Exhibit 1 and as set forth in the
Statement of Work attached as Exhibit 4, for the
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professional fees provided in the Project Cost
Supplement attached as Exhibit 2.
e) Additional Services. At the request of
Village, Superion will provide Village with
additional information services, at Superion's
then -current rates, or at such other rates as are
agreed to by the Parties in an amendment to this
Agreement.
f) Workmanlike Skills. Superion will render
all services provided to Village under this
Agreement in a professional and workmanlike
manner. Superion will promptly replace any
Superion personnel that are rendering services
on -site at a Village facility if Village reasonably
considers the personnel to be unacceptable and
provides Superion with notice to that effect,
provided that such replacement does not violate
any law or governmental regulation applicable to
such personnel replacement.
g) Personnel. Village shall have the right to
review the resumes and qualifications of, and to
interview, initial Superion personnel and any
replacement personnel assigned to the project.
Superion shall obtain Village's prior written
consent fourteen (14) days, or such shorter time
as agreed by the Parties, in advance of
assignment of any Superion personnel resulting
in the alteration or reduction of time expended by
such individual in performance of Superion duties
under this Agreement, which consent may not be
unreasonably withheld. In the event any one of
Superion's personnel is reassigned, becomes
incapacitated, or ceases to be employed by
Superion and therefore becomes unable to
perform the functions or responsibilities assigned
to him or her, Superion shall: (i) within five (5)
Business Days, temporarily replace such person
with another person properly qualified to perform
the functions of such replaced person; and (ii)
within twenty (20) Business Days, permanently
replace such person with another person
approved by Village and properly qualified to
perform the functions of such replaced person.
h) Subcontractors. Superion shall have the
right to engage subcontractors to provide
services within the scope of this Agreement, with
the prior written approval of Village, in its sole
and absolute discretion. As the prime contractor,
and in the event of a Village -approved
assignment of services to a subcontractor,
Superion shall be fully responsible for
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subcontractors' performance of all services in
accordance with the terms of this Agreement.
i) Conditions on Providing Services. In
each instance in which Superion is providing
Village with services, Superion and Village will
develop a project plan, based on the Statement
of Work attached hereto as Exhibit 4, that
identifies each party's responsibilities for such
services. The project plan will describe in detail
the tentative schedule and the scope of services
that Superion will provide. Village will establish
the overall project direction, including assigning
and managing Village's project personnel team.
Village and Superion must each assign a project
manager who will assume responsibility for
management of the project. Village must ensure
that the Equipment is operational, accessible and
supported at the times agreed to by the parties in
the project plan. While Superion is providing
such services, Village must provide Superion with
such facilities, equipment and support as are
reasonably necessary for Superion to perform its
obligations, including remote access to the
Equipment.
5. Delivery. Except as otherwise provided
in Exhibit 1, Superion will deliver all Component
Systems to Village at the Delivery Address.
6. Payment and Taxes.
a) Payment.
i) License Fees. License Fees for
the Software will be due to Superion as
provided for in Exhibit 1 and the Project
Cost Supplement attached as Exhibit 2.
Notwithstanding the foregoing, any
payment due for license fees upon
delivery or execution of this Agreement
shall be invoiced by Superion on the
execution date and paid by Village within
30 days of the date of the invoice..
ii) Information and Professional
Services Fees. Except as otherwise
provided in Exhibit 1, fees for information
and professional services will be invoiced
in accordance with the Project Cost
Supplement attached as Exhibit 2 and
the Statement of Work attached as
Exhibit 4 on a monthly basis in arrears
and will be due within thirty (30) days
from the date of invoice. Notwithstanding
the foregoing, any payment due for
Project Management Fees upon
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execution of this Agreement shall be
invoiced by Superion on the execution
date and paid by Village within 30 days
of the date of the invoice.
iii) Village will reimburse Superion for
actual travel and living expenses that
Superion incurs in providing Village with
services under this Agreement, in
accordance with the Superion Travel
Expense Guideline attached as Exhibit 3
and not to exceed the travel and living
expense estimate listed in the Project
Cost Supplement attached as Exhibit 2
without the Village's prior written
approval. Such travel and living
expenses will be governed by the
Superion Travel Expense Guidelines
attached hereto as Exhibit 3 and will be
invoiced on a monthly basis in arrears
and due within thirty (30) days from the
date of invoice.
Superion shall submit an invoice to the Village
not more often than once per month detailing
the Professional Services completed and the
amount due to Superion under the Project
Cost Supplement for such services. Invoices
shall designate the nature of the Professional
Services performed and shall also show a
summary of deliverables performed pursuant
to the Statement of Work.
Notwithstanding any provision of this
Agreement to the contrary, upon fifteen (15)
days prior written notice, the Village Manager
may withhold, in whole or in part, payment
applicable to the inadequate or defective work
to the extent necessary to protect itself from
loss on account of inadequate or defective
work which has not been remedied or
resolved in accordance with this Agreement.
The amount withheld shall not be subject to
the payment of interest by the Village.
Payments shall be made to Superion in
accordance with the Local Government
Prompt Payment Act as stipulated in Part VII
of Chapter 218, Florida Statutes, by check,
Electronic Funds Transfer (EFT), E -Pay or P -
card, or other method as determined by the
Village and agreed to by Superiors.
b) Taxes. Village is responsible for paying all
applicable taxes (except for taxes based on
Superion's net income or capital stock) relating to
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this Agreement, the Software, any services
provided or payments made under this
Agreement. Applicable tax amounts (if any) are
NOT included in the fees set forth in this
Agreement. If Village is exempt from the
payment of any such taxes, Village will provide
Superion with a valid tax exemption certificate;
otherwise, absent proof of Village's direct
payment of such tax amounts to the applicable
taxing authority, Superion will invoice Village for
and Village will pay to Superion all such tax
amounts.
c) Scheduled Resource Changes: For
training and on -site project management
sessions which are cancelled at the request of
Village within seven (7) days of the scheduled
start date, Village is responsible for entire price of
the training or on -site project management plus
incurred expenses.
7. Limited Warranty. Disclaimer of
warranty and Election ot Remedies
a) Limited Software Warranty by Superion
and Remedy For Breach. For each Component
System, Superion warrants to Village that, for a
period of twelve (12) months after the Delivery
Date, the Baseline Component System, as used
by Village on the Equipment for its own
operations will operate without Defects. For each
Defect, Superion, as soon as reasonably
practicable and at its own expense, will provide
Village with an avoidance procedure for or
correction of the Defect. If, despite its
reasonable efforts, Superion is unable to provide
Village with an avoidance procedure for or
correction of the Defect, then, subject to the
limitations set forth in Section 20 of this
Agreement, Village may pursue all applicable
remedies at law to recover direct damages
resulting from the breach of this limited warranty.
b) Limited Warranty for Professional
Services. Superion warrants and represents that
it shall exercise the same degree of care, skill
and diligence in the performance of the
information and professional services in a
professional and workmanlike manner, as is
ordinarily provided by a consultant under similar
circumstances. If at any time during the thirty-six
(36) month term following the Delivery Date, it is
determined that Superion's deliverables or
services are incorrect, not properly rendered,
defective, or fail to substantially conform to the
requirements of this Agreement, upon written
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notification from the Village Manager, Superion
shall at Superion's sole expense, as soon as
reasonably practicable, correct the deliverables
or services. Superion hereby warrants and
represents that at all times during the term of this
Agreement it shall maintain in good standing all
required licenses, certifications and permits
required under Federal, State and local laws
applicable to and necessary to perform the
services for the Village as an independent
contractor of the Village.
c) Disclaimer of Warranty. The limited
warranty in Section 7 is made to Village
exclusively and is in lieu of all other warranties.
SUPERION MAKES NO OTHER WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, WITH
REGARD TO ANY SERVICES PROVIDED
UNDER THIS AGREEMENT AND/OR THE
SOFTWARE, IN WHOLE OR IN PART.
SUPERION EXPLICITLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY AND
OF FITNESS FOR A PARTICULAR PURPOSE.
SUPERION EXPRESSLY DOES NOT
WARRANT THAT THE SOFTWARE, IN WHOLE
OR IN PART, WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR
WILL BE COMPATIBLE WITH ANY
HARDWARE OR SOFTWARE OTHER THAN
THE EQUIPMENT. VILLAGE WAIVES ANY
CLAIM THAT THE LIMITED WARRANTY SET
FORTH IN SECTION 7 OR THE REMEDY FOR
BREACH OF SUCH LIMITED WARRANTY
FAILS OF ITS ESSENTIAL PURPOSE.
d) Abrogation of Limited Warranty. The
limited warranty in Section 7 will be null and void
if: (i) anyone (including Village) other than
Superion modifies the Baseline Component
System or deliverables; or (ii) Village does not
implement changes that Superion provides to
correct or improve the Baseline Component
System or deliverables. If despite any
modification of the Component System, Superion
can replicate the reported problem in the
Baseline Component System as if the problem
were a Defect, then Superion will nonetheless
provide Village with an avoidance procedure for
or a correction of that reported problem for use in
the Baseline Component System as though the
reported problem were a Defect.
e) FAILURE OF ESSENTIAL PURPOSE.
THE PARTIES HAVE AGREED THAT THE
LIMITATIONS SPECIFIED IN SECTIONS 7 AND
20 WILL SURVIVE AND APPLY EVEN IF ANY
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LIMITED REMEDY SPECIFIED IN THIS
AGREEMENT IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE, AND
REGARDLESS OF WHETHER VILLAGE HAS
ACCEPTED ANY SOFTWARE OR SERVICE
UNDER THIS AGREEMENT.
8. Confidential Information. Except as
otherwise permitted under this Agreement and
applicable Public Records Laws, the Recipient
will not knowingly disclose to any third party, or
make any use of the Discloser's Confidential
Information. The Recipient will use at least the
same standard of care to maintain the
confidentiality of the Discloser's Confidential
Information that it uses to maintain the
confidentiality of its own Confidential Information
of equal importance.
9. Indemnity by Superion.
a) Copyright Infringement Superion shall
indemnify Village and any of its officers,
councilmembers, agents, servants and
employees, for all loss, damage, expense or
liability including, without limitation, reasonable
attorneys' fees and court costs and expenses,
that may result by reason of any infringement or
claim of infringement by Superion of any United
States patent, trademark, copyright, trade secret
or other proprietary right relating to the license or
subscription to the Software and the services
furnished pursuant to this Agreement. Superion
will defend and/or settle at its own expense, with
the reasonable approval of the Village, any action
brought against Village, any of its officers,
councilmembers, agents, servants and
employees, to the extent that it is based on a
claim that the Software or the services furnished
by Superion pursuant to this Agreement, or if any
portion of the Software or the services or goods
related to the performance of the Software or the
services become unusable as a result of any
such infringement or claim.
b) General Indemnity. Superion shall
indemnify, hold harmless and, at Village's option,
pay for an attorney selected by Village, to defend
Village and any of its officers, councilmembers,
agents, servants and employees, from and
against any and all third party liability, suits,
actions, damages, costs, losses and expenses,
including reasonable attorneys' fees and court
costs and expenses, demands and claims for
personal injury, bodily injury, sickness, diseases
or death or damage or destruction of real,
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personal or tangible property, arising out of any
errors, omissions, misconduct in breach of this
Agreement or negligent acts, errors or omissions
of Superion in breach of this Agreement, its
officials, agents, employees or subcontractors, in
connection with the Software and the
performance of all services of Superion under
this Agreement, whether direct or indirect, and
from and against any orders, judgments, or
decrees which may be entered thereon and from
and against all costs, damages of every kind and
nature, reasonable attorneys' fees and court
costs and expenses, and liabilities incurred in
and about the defense of any such claim and
investigation thereof.
c) Superion's obligations for indemnification
for Copyright Infringement pursuant to Section
9.a) are expressly conditioned on the following:
(i) Village must promptly notify Superion of any
such claim; (ii) Village must in writing grant
Superion sole control of the defense of any such
claim and of all negotiations for its settlement or
compromise (if Village chooses to represent its
own interests in any such action, Village may do
so at its own expense, but such representation
must not prejudice Superion's right to control the
defense of the claim and negotiate its settlement
or compromise); (iii) Village must cooperate with
Superion to facilitate the settlement or defense of
the claim; (iv) the claim must not arise from
modifications or (with the express exception of
the other Component Systems and third party
hardware and software specified by Superion in
writing as necessary for use with the Software)
from the use or combination of products provided
by Superion with items provided by Village or
others. If any Software is, or in Superion's
opinion is likely to become, the subject of a
United States copyright infringement claim, then
Superion, at its sole option and expense, will
either: (A) obtain for Village the right to continue
using the Software under the terms of this
Agreement; (B) replace the Software with
products that are substantially equivalent in
function, or modify the Software so that it
becomes non -infringing and substantially
equivalent in function; or (C) refund to Village the
portion of the license fee paid to Superion for the
Software giving rise to the infringement claim,
less a charge for use by Village based on straight
line depreciation assuming a useful life of five (5)
years. THE FOREGOING IS SUPERION'S
EXCLUSIVE OBLIGATION WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS.
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10. Termination.
a) Right of Termination — For Cause. A
Party has the right to terminate this Agreement if
the other Party breaches a material provision of
this Agreement. Either Party has the right to
terminate this Agreement at any time while an
event or condition giving rise to the right of
termination exists. To terminate this Agreement,
the Party seeking termination must give the other
Party notice that describes the event or condition
of termination in reasonable detail. From the
date of its receipt of that notice, the other Party
will have thirty (30) days to cure the breach to the
reasonable satisfaction of the Party desiring
termination. If the event or condition giving rise
to the right of termination is not cured within that
period, this Agreement will automatically be
deemed terminated at the end of that period.
However, notice to Superion of a suspected
Defect will not constitute a notice of termination
of this Agreement.
b) Right of Termination — For Convenience.
Village will additionally have the right to terminate
this Agreement for convenience, by providing
Superion with written notice of such termination
for convenience at least thirty (30) days prior to
the effective date of such termination for
convenience. Effective as of the date of
termination, Village will remit to Superion (based
upon any Supplements and/or any amendments
to this Agreement), payment in full of: (a)
license fee amounts for the Licensed Program(s)
due through the date of termination, (b) amounts
for third party products, if any, provided by
Superion under or pursuant to this Agreement,
(c) fees for services rendered by or on behalf of
Superion through the date of termination
(including for services rendered by Superion
subcontractors and/or services rendered by third
parties for which Superion is facilitating the
provision of services to Village, and (d)
reimbursable expenses incurred through the date
of termination by Superion, Superion's
subcontractors, and all third parties for which
Superion is facilitating the provision of products
or services to Village.
In the event of early termination, all completed
work and drafts -in -progress, all related data,
studies, charts, computations, correspondence,
and any other files or records related to this
Agreement possessed or controlled by Superion
become the property of Village, and shall be
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surrendered to Village upon payment of any
outstanding invoices approved for payment. The
Village's perpetual license shall survive
termination or expiration of this Agreement,
subject to Section 10 c) below.
c) Effect of Termination. Unless the
Agreement is terminated by Superion for cause
pursuant to Section 10 a), and subject to the
provisions of this Agreement, including Section 3,
Village's right to use the perpetually licensed
Software shall continue in perpetuity. If the
Agreement is terminated for cause by Superion
pursuant to Section 10 a), Village will promptly
return to Superion or at Superion's request will
destroy all copies of the Software, and will certify
to Superion in writing that it has done so.
d) Survival of Obligations. All obligations
relating to non-use and non -disclosure of
Confidential Information and indemnity will
survive termination of this Agreement.
e) Termination Without Prejudice to Other
Rights and Remedies. Termination of this
Agreement will be without prejudice to the
terminating Party's other rights and remedies
pursuant to this Agreement and applicable law.
11. Notices. All notices and other
communications required or permitted under this
Agreement must be in writing and will be deemed
given when: Delivered personally; sent by United
States registered or certified mail, return receipt
requested; transmitted by facsimile confirmed by
United States first class mail; or sent by overnight
courier. Notices must be sent to a Party at its
address shown on the first page of this
Agreement, or to such other Place as the party
may subsequently designate for its receipt of
notices. For purposes of this Agreement, the
Village Manager and/or his designee shall be the
authorized representative and contact person for
the Village. For purposes of this Agreement and
all services to be provided, Superion designates
as its authorized
representative and contact person.
12. Public Records. Pursuant to Chapter
119, Florida Statutes, Florida's Public Records
Law:
a) Village shall have the right to audit the
books, records and accounts of Superion that are
related to this Agreement. Superion shall keep
such books, records, and accounts as may be
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necessary in order to record complete and
correct entries related to this Agreement.
b) Superion acknowledges that all
inventions, innovations, improvements,
developments, methods, designs, analyses,
drawings, reports and all similar or related
information (whether patentable or not) which
relate to the services to Village which are
conceived, developed or made by Superion
during the term of this Agreement ("Work
Product") shall belong to the Village, except the
Software subject to a perpetual license as
provided for herein. Superion shall promptly
disclose such Work Product to the Village and
perform all actions reasonably requested by the
Village (whether during or after the term of this
Agreement) to establish and confirm such
ownership by the Village of Work Product and
perpetual license for the Software.
c) Superion agrees to keep and maintain
public records in Superion's possession or
control in connection with Superion's
performance under this Agreement. Superion
additionally agrees to comply specifically with the
provisions of Chapter 119, Florida Statutes.
Superion shall ensure that public records that are
exempt or confidential and exempt from public
records disclosure requirements are not
disclosed, except as authorized by law, for the
duration of the Agreement, and following
completion of the Agreement for such time as
required by law.
d) Upon request from the Village's custodian
of public records, Superion shall provide the
Village with a copy of the requested records or
allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed
the cost provided by Chapter 119, Florida
Statutes, or as otherwise provided by law.
e) Unless otherwise provided by law, any
and all records, including but not limited to
reports, surveys, and other data and documents
provided or created in connection with this
Agreement are and shall remain the property of
the Village, except to the extent such materials
include Software, which shall subject to the
perpetual license herein.
f) Upon completion of this Agreement or in
the event of termination by either Party, any and
all public records relating to the Agreement in the
possession of the Superion shall be delivered
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within a reasonable timeframe by Superion to the
Village Manager, at no cost to the Village. All
such records stored electronically by Superion
shall be delivered to the Village in a format that is
maintained by Superion. Once the public records
have been delivered upon completion or
termination of this Agreement, Superion shall
destroy any and all duplicate public records that
are exempt or confidential and exempt from
public records disclosure requirements.
g) Any compensation due to Superion shall
be withheld until all records are received as
provided herein.
h) Superion's failure or refusal to comply
with the provisions of this section shall result in
the immediate termination of this Agreement by
the Village.
i)
Section 119.0701(2)(a), Florida Statutes
IF SUPERION HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO SUPERION'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records:
CONCHITA H. ALVAREZ, MMC, VILLAGE
CLERK
Mailing address: 88 West McIntyre Street,
Key Biscayne, FL 33149
Telephone number: (305) 365-5506
Email:
ca lva rez@ keybiscavne.tl.gov
13. Village Funding. The Agreement is not a
general obligation of Village. It is understood that
neither this Agreement nor any representation by
any Village employee or officer creates any
obligation to appropriate or make monies
available for the purpose of the Agreement
beyond the fiscal year in which this Agreement is
executed. No liability shall be incurred by Village,
or any department, beyond the monies budgeted
and available for this purpose.
a) Village believes that sufficient funds can
be obtained to pay all amounts due Superion
throughout the term of this Agreement and
Page 8 of 22
hereby agrees that it will make appropriate and
reasonable requests for budget appropriations for
the fiscal years in amounts as specified herein.
Village further agrees that said funds, once
appropriated, will be maintained and expended
for the expressed purpose of acquiring from
Superion the licenses and services set forth
herein. If funds are not appropriated by Village for
any or all of this Agreement for a new fiscal
period, Village shall not be obligated to pay any
sums provided pursuant to this Agreement
beyond the portion for which funds are
appropriated.
b) Village agrees to promptly notify Superion
in writing of such failure of appropriation, and
upon such notice, this Agreement shall terminate
on the last day of the current fiscal period without
penalty to Village. In the event Village terminates
this Agreement pursuant to this provision, the
Parties shall comply with and shall be subject to
the provisions of this Agreement. Should there
be any premature termination of this Agreement,
Village shall be responsible to pay: a) for any
services delivered by Superion prior to the notice
of termination and, b) for all Software which has
been delivered and accepted.
14. Force Maieure. Neither Party will be
liable to the other for any failure or delay in
performance under this Agreement due to
circumstances beyond its reasonable control,
including Acts of God, acts of war, accident, labor
disruption, and official, governmental and judicial
action not the fault of the Party failing or delaying
in performance.
15. Assignment. Neither Party may assign
or transfer any of its rights or obligations under
this Agreement, and any attempt at such
assignment or transfer will be void without the
prior written consent of the other Party, except
that either Party may assign this Agreement
without consent to a successor by merger or
consolidation or to any person or entity that
acquires all or substantially all of its capital stock
or assets applicable to this Agreement.
Notwithstanding the foregoing, any assignment or
transfer of this Agreement, or any rights or
obligations under this Agreement, by Superion
prior to the "Go Live" date of the Software
requires the prior written consent of the Village, in
its sole and absolute discretion.
16. No Waiver. A party's failure to enforce its
rights with respect to any single or continuing
SPS License 9/13/2011
149887.00101/105802635v.5
breach of this Agreement will not act as a waiver
of the right of that party to later enforce any such
rights or to enforce any other or any subsequent
breach.
17. Severability. If any provision of this
Agreement is illegal or unenforceable, it will be
deemed stricken from the Agreement and the
remaining provisions of the Agreement will
remain in full force and effect.
18. Governing Law, Jurisdiction and
Venue. Superion consents and agrees that all
legal proceedings related to the subject matter of
this Agreement shall be governed by the laws of
and maintained in courts sitting within the State of
Florida. Superion further consents and agrees that
jurisdiction for such proceedings shall lie
exclusively with Florida courts and venue shall be
in Miami Dade County, Florida or if in federal court
for the Southern District of Florida.
19. Prevailing Party; Attorney's Fees and
Costs; Waiver of Jury Trial. If either Party is
required to enforce the terms of this Agreement
by court proceedings or otherwise, whether or not
formal legal action is required, the prevailing
party shall be entitled to recover from the other
Party all costs, expenses, and reasonable
attorney's fees, in any state or federal
administrative, circuit court and appellate court
proceedings.
THE PARTIES EXPRESSLY WAIVE ALL
RIGHTS TO TRIAL BY JURY FOR ANY
DISPUTES ARISING FROM OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT. THE
PARTIES UNDERSTAND AND AGREE THAT
THIS WAIVER IS A MATERIAL CONTRACT
TERM. THIS AGREEMENT IS NOT SUBJECT
TO ARBITRATION.
20. LIMITATIONS OF LIABILITY.
LIMITED LIABILITY OF SUPERION.
SUPERION'S LIABILITY IN CONNECTION
WITH THE SOFTWARE, ANY SERVICES, THIS
LICENSE OR ANY OTHER MATTER RELATING
TO THIS AGREEMENT WILL NOT EXCEED
ALL FEES FOR THE SOFTWARE LICENSES
OR PROFESSIONAL AND OTHER SERVICES
PAYABLE TO SUPERION PURSUANT TO THIS
AGREEMENT.
EXCLUSION OF DAMAGES. REGARDLESS
WHETHER ANY REMEDY SET FORTH HEREIN
Page 9 of 22
FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE, IN NO EVENT WILL SUPERION
BE LIABLE TO VILLAGE FOR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, AND WHETHER OR NOT
SUPERION HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
BASIS OF THE BARGAIN. VILLAGE
ACKNOWLEDGES THAT SUPERION HAS SET
ITS FEES AND ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE
LIMITATIONS OF LIABILITY AND THE
DISCLAIMERS OF WARRANTIES AND
DAMAGES SET FORTH IN THIS AGREEMENT,
AND THAT THE SAME FORM AN ESSENTIAL
BASIS OF THE BARGAIN BETWEEN THE
PARTIES.
21. Insurance Coverage.
Superion shall secure and maintain throughout
the duration of this Agreement insurance of such
types and in such amounts not less than those
specified below as satisfactory to Village,
including naming the Village as an Additional
Insured, underwritten by a firm rated A -VII or
better by A.M. Best and authorized to do business
in the State of Florida. With the exception of the
Technology Professional Liability, the insurance
coverage shall be primary insurance with respect
to the Village, its officials, employees, and agents,
including naming the Village as additional insured.
With the exception of the Technology Professional
Liability, any insurance maintained by the Village
shall be in excess of Superion's insurance and
shall not contribute to Superion's insurance. The
insurance coverages shall include at a minimum
the amounts set forth in this Section 21 and may
be increased by the Village as it deems necessary
or prudent.
a) Commercial General Liability coverage
with limits of liability of not less than $1,000,000
per Occurrence combined single limit for Bodily
Injury and Property Damage. This Liability
Insurance shall also include Completed Operations
and Product Liability coverages and eliminate the
exclusion with respect to property under the care,
custody and control of Superion. The General
Aggregate Liability limit and the
Products/Completed Operations Liability
Aggregate limit shall be in the amount of
$2,000,000 each.
SPS License 9/13/2011
149887.00101/105802635v.5
b) Umbrella Liability — With limits not less
than $2,000,000 per occurrence covering all
services performed under this Agreement
c) Workers Compensation and Employer's
Liability insurance, to apply for all employees for
statutory limits as required by applicable State
and Federal laws. The policy(ies) must include
Employer's Liability with minimum limits of
$1,000,000.00 each accident. No employee,
subcontractor or agent of Superion shall be
allowed to provide Services pursuant to this
Agreement who is not covered by Worker's
Compensation insurance.
d) Business Automobile Liability with
minimum limits of $1,000,000 per Occurrence,
combined single limit for Bodily Injury and
Property Damage. Coverage must be afforded
on a form no more restrictive than the latest
edition of the Business Automobile Liability
policy, without restrictive endorsements, as filed
by the Insurance Service Office, and must
include Owned, Hired and Non -Owned Vehicles,
where applicable.
e) Technology Professional Liability
Insurance in an amount of not less than Two
Million Dollars ($2,000,000.00) per occurrence
and in the aggregate.
f) Cyber Liability Insurance in an amount of
not less than Two Million Dollars ($2,000,000.00)
per occurrence and in the aggregate.
g) Certificate of Insurance. Certificates of
Insurance shall be provided to the Village,
reflecting the Village as an Additional Insured
(except with respect to Professional Liability
Insurance and Worker's Compensation
Insurance), prior to the execution of this
Agreement by Village and prior to commencing
any services pursuant to this Agreement. Each
certificate shall include no less than (30) thirty -
day advance written notice to Village prior to
cancellation, termination, or material alteration of
said policies or insurance. Superion shall be
responsible for assuring that the insurance
certificates required by this Section remain in full
force and effect for the duration of this
Agreement, including any extensions or renewals
that may be granted by Village. The Certificates
of Insurance shall not only name the types of
policy(ies) provided, but also shall refer
specifically to this Agreement and shall state that
such insurance is as required by this Agreement.
Page 10 of 22
The Village reserves the right to inspect and
return a certified copy of such policies, upon
written request by the Village. If a policy is due to
expire prior to the completion of the Services,
renewal Certificates of Insurance shall be
furnished thirty (30) calendar days prior to the
date of their policy expiration. Each policy
certificate shall be endorsed with a provision that
not less than thirty (30) calendar days' written
notice shall be provided to the Village before any
policy or coverage is cancelled or restricted.
Acceptance of the Certificate(s) is subject to
approval of the Village.
h) Additional Insured. Except with
respect to Technology Professional Liability
Insurance and Worker's Compensation
Insurance, the Village is to be specifically
included as an Additional Insured for the liability
of the Village resulting from Software and
services performed by or on behalf of Superion in
performance of this Agreement. Superion's
insurance, including that applicable to the Village
as an Additional Insured, shall apply on a primary
basis and any other insurance maintained by the
Village shall be in excess of and shall not
contribute to Superion's insurance. Superion's
insurance shall contain a severability of interest
provision providing that, except with respect to
the total limits of liability, the insurance shall
apply to each Insured or Additional Insured (for
applicable policies) in the same manner as if
separate policies had. been issued to each.
Superion's insurance shall contain a severability
of interest provision providing that, except with
respect to the total limits of liability, the insurance
shall apply to each Insured or Additional Insured
(for applicable policies) in the same manner as if
separate policies had been issued to each.
i) Deductibles. All deductibles or self -
insured retentions must be declared to and be
reasonably approved by the Village. Superion
shall be responsible for the payment of any
deductible or self -insured retentions in the event
of any claim.
j) The provisions of this section shall survive
termination of this Agreement for a period of four
(4) years.
22. No Conflict. By accepting award of this
Agreement, Superion, which shall include it
directors, officers and employees, represents that
it presently has no interest in and shall acquire no
interest in any business or activity which would
SPS License 9/13/2011
149887.00101/105802635v.5
conflict in an manner with the performance of
duties or services required hereunder.
23. No Third Party Beneficiary. This
Agreement is solely for the benefit of the Parties
hereto, and no right, privilege, or cause of action
shall by reason hereof accrue upon, to, or for the
benefit of any third party. Nothing in this
Agreement is intended or shall be construed to
confer upon or give any person, corporation,
partnership, trust, private entity, agency, or other
governmental entity any right, privilege, remedy,
or claim under or by reason of this Agreement or
any provisions or conditions hereof.
24. Entire Agreement; Counterparts. This
Agreement contains the entire understanding of
the parties with respect to its subject matter, and
supersedes and extinguishes all prior oral and
written communications between the Parties
about its subject matter. Any purchase order or
similar document which may be issued by Village
in connection with this Agreement does not
modify this Agreement. No modification of this
Agreement will be effective unless it is in writing,
is signed by each party, and expressly provides
that it amends this Agreement. This Agreement
may be executed in counterparts by electronic
signature, each of which, when executed and
delivered, shall be deemed to be an original and
all of which taken together shall constitute one
and the same instrument.
25. Policy of Non
Discrimination. Superion shall not discriminate
against any person in its operations, activities or
delivery of Software or services under this
Agreement. Superion shall affirmatively comply
with all applicable provisions of federal, state and
local equal employment laws and shall not
engage in or commit any discriminatory practice
against any person based on race, age, religion,
color, gender, sexual orientation, national origin,
marital status, physical or mental disability,
political affiliation or any other factor which
cannot be lawfully used as a basis for service
delivery.
26. Independent Contractor. Superion is an
independent contractor under this
Agreement. Software and Services provided by
Superion pursuant to this Agreement shall be
subject to the supervision of Superion. In
providing such services, neither Superion nor its
agents shall act as officers, employees or agents
of the Village. Personnel policies, tax
Page 11 of 22
responsibilities, social security and health
insurance, employee benefits, purchasing
policies and other similar administrative
procedures applicable to services rendered under
this Agreement shall be those of Superion. This
Agreement shall not constitute or make the
parties a partnership or joint venture.
27. Compliance with Laws. Superion shall
comply with all Village, federal, state, and local
laws, codes, ordinances, rules, and regulations in
delivering and installing the Software and
performing the services and its duties,
responsibilities, and obligations pursuant to this
Agreement. Lack of knowledge by Superion shall
in no way be a cause for relief from responsibility
or constitute a cognizable defense against the
legal effects thereof.
SPS License 9/13/2011
149887.00101/105802635v.5
28. Exhibits. This Agreement consists of a
primary contract and four (4) Exhibits which are
as follows:
Exhibit 1 — Payment Terms
Exhibit 2 — Project Cost Supplement
Exhibit 3 — Travel Expense Guidelines
Exhibit 4 — Statement of Work
Exhibit 5 - Software Maintenance
Supplement
These Exhibits are attached hereto and are
incorporated into the Agreement. In the event of a
conflict between the terms and conditions
provided in the body of this Agreement and any
Exhibit, the provisions contained within the
Agreement shall prevail.
Page 12 of 22
By the signatures of their duly authorized representatives below, Superion and the Village of Key Biscayne,
intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements,
Schedules, Appendices, and/or Addenda to this Agreement.
SUPERION, LLC, a Delaware Limited Liability Company
BY:
PRINT NAME:
DATE SIGNED:
VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida
municipal corporation
APPROVED AS TO FORM AMD LEGA
Page 13 of 22
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
By the signatures of their duly authorized representatives below, Superion and the Village of Key Biscayne,
intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements,
Schedules, Appendices, and/or Addenda to this Agreement.
SUPERION, LLC, a Delaware Limited Liability Company
BY:
PRINT NAME: Robert Valvano, CFO
DATE SIGNED. July 10, 2017
VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida
municipal corporation
John C. Gilbert, Village Manager
Date Signed:
ATTEST:
Village Clerk
APPROVED AS TO FORM AMD LEGAL SUFFICIENCY:
Village Attorney
Page 13 of 22
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
EXHIBIT 1 — PAYMENT TERMS
Village: Village of Key Biscayne, FL
Delivery Address: 88 W McIntyre St, Key Biscayne, FL 33149
SOFTWARE AND LICENSE FEES: See Exhibit 2 - Project Cost Supplement
Software Notes:
1. The Contract Year commences on the Delivery Date (or anniversary thereof) and
continues for one year thereafter. Improvements for the initial Contract Year are
provided at no charge. The "Maintenance" in Exhibit 2 — Project Cost Supplement
represents the Improvements fee (including maintenance and support) for the second
Contract Year, and is payable only if Village elects to extend the term of the
Agreement through the second Contract Year, as provided for in Section 4, Term, of
the Software Maintenance Supplement attached hereto.
2. Interfaces are interfaces only. Customer is responsible for obtaining the applicable
software, hardware and system software from the appropriate third party vendor.
3. Mobiles applications do not include AVL hardware.
SERVICES AND PROFESSIONAL SERVICES FEES: See Exhibit 2 - Project Cost Supplement
Services Notes:
1. Pricing is a good faith estimate based on the information available to Superion at the
time of execution of this Agreement. The total amount that Village will pay for these
services (i.e., the "TOTAL SERVICES FEE") will not exceed the total fees as
indicated in the Project Cost Supplement attached as Exhibit 2, unless otherwise
agreed to in writing by Village. If requested by the Village, additional services will be
provided on a time and materials basis at hourly rates equal to Superion's then -
current list price rates for the services at issue and as agreed to in writing by the
parties.
2. Travel and living expenses will be billed monthly as Superion renders the
services not to exceed the Travel and Living Expense Estimate indicated in the
Project Cost Supplement attached hereto as Exhibit 2. The amount listed above
may change if additional services are requested by the Village and necessitated by
changes to the scope of the project, or if Village chooses additional services,
software, or hardware following the execution of this Order.
THIRD PARTY PRODUCTS AND FEES: See Exhibit 2 - Project Cost Supplement
Local Property and Evidence Bar Coding Kit
Third Party Product Notes:
1. Actual shipping charges are additional and will be due upon delivery.
Page 14 of 22
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL BE
ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO VILLAGE,
UNLESS THE VILLAGE PROVIDES PROOF OF THE SALES TAX EXEMPTION.
EQUIPMENT: Host(s) or client server configuration(s) and/or combinations of host(s) and client
server configuration(s) within the United States of America for which Superion supports the Software.
Village acknowledges that certain Component Systems of the Software may require specific host or
client configurations. Village, as soon as reasonably practicable, will provide a detailed written
description of the Equipment so that Superion can confirm that it is a configuration on which Superion
supports use of the Software.
Page 15 of 22
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
) SUPERION IIIIIIMEIIIIIIIIIIk
Exhibit 2 - Project Cost Supplement — Key Biscayne
License Fees
Computer -Aided Dispatch
Product Code
CAD-AVL-CLIENT
CAD -BASE
CAD-INT-PG
CAD -MIS
CAD-MRM-ADDON
Record Management
Product Code
RMS-ACCIDENT
RMS-APPLICANT-TRACK
RMS-BAR-CLIENT
RMS-BAR-HOST
RMS-BASE
RMS-BIKE
RMS-DAILY-DAM
RMS-DRAW
RMS-FLMAINT
RMS-INT-MDCCIT
RMS-INT-THINK
RMS-LINK
RMS-ORD
RMS-P&E
RMS-PARK
RMS-PSD
RMS-QTRMSTR
RMS-RSW
RMS-TRAIN
RMS-WIZ-BASE
Product Name
ONESolution CAD Client AVL License
ONESolution Computer -Aided Dispatch System
ONESolution Pagegate Interface
ONESolution CAD Client License for Message Switch
ONESolution CAD Resource Monitor Display License With Maps
Product Name
ONESolution Accident
ONESolution Applicant Tracking
ONESolution Barcoding Hand -Held Client License
ONESolution Barcoding Server License
ONESolution Records Management System
ONESolution Bike Registration
ONESolution Daily Activity
ONESolution Accident Wizard
ONESolution Fleet Vehicle Maintenance
ONESolution Miami -Dade County eCitation Interface
ONESolution Thinkstream A -Forms Interface
ONESolution Link Analysis
ONESolution Ordinance
ONESolution Property & Evidence
ONESolution Parking Ticket Administration
ONESolution Professional Standards
ONESolution Quartermaster
ONESolution Residential Security Watch
ONESolution RMS Training Module
ONESolution Accident Wizard Base Server License
Quantity
3
3
1
3
6
Totals:
Quantity
1
1
1
1
20
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Totals:
Ext Price Maintenance
4,500.00 720.00
26,016.00 4,162.56
1,000.00 160.00
600.00 96.00
9,000.00 1,440.00
$41,116.00 $6,578.56
Ext Price Maintenance
1,300.00 208.00
4,700.00 752.00
1,000.00 160.00
4,575.00 732.00
99,500.00 15,920.00
800.00 128.00
800.00 128.00
1,000.00 160.00
800.00 128.00
5,500.00 880.00
7,500.00 1,200.00
12,500.00 2,000.00
800.00 128.00
2,200.00 352.00
3,300.00 528.00
8,800.00 1,408.00
2,500.00 400.00
800.00 128.00
1,400.00 224.00
3,500.00 560.00
$163,275.00 $26,124.00
Superion, LLC
Mobile
Product Code
MCT-AVL-CLIENT
MCT-AVL-HOST
MCT-BMS
MCT-CLIENT
MCT-MFR
MCT-MFR-ACC
MCT-MFR-CITATION
MCT-MFR-DAM
MCT-MFR-DRAW
MCT-MFR-FLMAINT
MCT-MFR-MBLN-CLIENT
MCT-MFR-PARK
MCT-MFR-REV
MCT-SWI
MCT-SWI-S2S
Internet
Product Code
INT-FTO-PREMISE
INT-P2C
Product Name
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
ONESolution
MCT Client AVL License
AVL Server Host License
Mobile Server Software
MCT Client -Digital Dispatch
MFR Client
MFR Client -Accident Reporting
MFR Client -Citation
MFR Client -Daily Activity
MFR Client -Accident Wizard
MFR Client -Fleet Maintenance
MFR Client-MOBLAN Version
MFR Client -Parking Ticket
Mobile Field Reporting Server
State/NCIC Messaging Software
Switch to Switch
Product Name
ONESolution Field Training Online
ONESolution Police -to -Citizen
Hardware Third Party
Product Code Product Name
SAT-PEBCK Local Property & Evidence Bar Coding Kit
Professional Services
Computer -Aided Dispatch
Product Code
CAD -BASE
CAD -GO -LIVE
CAD-MRM-ADDON
CAD-USR-TRN
Product Name
ONESolution Computer -Aided Dispatch System
ONESolution CAD Go -Live
ONESolution CAD Resource Monitor Display
License With Maps
ONESolution CAD User Training
Proj Mgmt Installation
Ext Price:
Ext Price:
Ext Price:
Ext Price:
Totals:
- 14,000.00
- 5,600.00
- $19,600.00
Quantity
30
1
1
30
30
30
30
30
30
30
6
30
1
1
1
Totals:
Quantity
1
1
Totals:
Quantity
1
Totals:
Tech Svcs Training
- 6,400.00
- 2,560.00
640.00
- 12,800.00
- $22,400.00
Imp! Svcs
Ext Price Maintenance
3,000.00 480.00
13,200.00 2,112.00
4,500.00 720.00
24,000.00 3,840.00
24,000.00 3,840.00
12,000.00 1,920.00
12,000.00 1,920.00
6,000.00 960.00
6,000.00 960.00
4,500.00 720.00
2,400.00 384.00
6,000.00 960.00
4,500.00 720.00
7,500.00 1,200.00
0.00
$129,600.00 $20,736.00
Ext Price
5,000.00
3,000.00
$8,000.00
Ext Price
2,133.00
$2,133.00
Maintenance
800.00
480.00
$1,280.00
Maintenance
Consulting Development Total Services
- - 20,400.00
- 8,160.00
- 640.00
- 12,800.00
- $42,000.00
Superion, LLC
Internet
Product Code
INT-FTO-PREMISE
INT-P2C
Mobile
Product Code
MCT-AVL-HOST
MCT-BMS
MCT-MFR
MCT-MFR-ACC
MCT-MFR-CITATION
MCT-MFR-DAM
MCT-MFR-FLMAINT
MCT-MFR-GO-LIVE
Product Name
ONESolution Field Training Online
ONESolution Police -to -Citizen
Product Name
ONESolution AVL Server Host License
ONESolution Mobile Server Software
ONESolution MFR Client
ONESolution MFR Client -Accident Reporting
ONESolution MFR Client -Citation
ONESolution MFR Client -Daily Activity
ONESolution MFR Client -Fleet Maintenance
ONESolution MCT & MFR Go -Live
MCT-MFR-MBLN-CLIEN ONESolution MFR Client-MOBLAN Version
MCT-MFR-PARK ONESolution MFR Client -Parking Ticket
MCT-MFR-PEVOUCH ONESolution MFR Client -Property & Evidence
Voucher
MCT-MFR-REV ONESolution Mobile Field Reporting Server
MCT-SWI ONESolution State/NCIC Messaging Software
MCT-SWI-S2S ONESolution Switch to Switch
MCT-TTT-TRN-LAW ONESolution MCT Train -the -Trainer Training -Law
MFR-TTT-TRN ONESolution MFR Train -the -Trainer Training
Record Management
Product Code Product Name
RMS-ACCIDENT ONESolution Accident
RMS-APPLICANT-TRAONESolution Applicant Tracking
CK
RMS-BAR-CLIENT
RMS-BASE
RMS-BIKE
RMS-DAILY-DAM
RMS-DET-TRN
RMS-FLMAINT
RMS-GO-LIVE
RMS-INT-MDCCIT
RMS-INT-THINK
RMS-LINK
RMS-ORD
RMS-OVR-TRN
RMS-P&E
RMS-PARK
RMS-PSD
ONESolution Barcoding Hand -Held Client License
ONESolution Records Management System
ONESolution Bike Registration
ONESolution Daily Activity
ONESolution RMS Detective Training
ONESolution Fleet Vehicle Maintenance
ONESolution RMS Go -Live
ONESolution Miami -Dade County eCitation
Interface
ONESolution Thinkstream A -Forms Interface
ONESolution Link Analysis
ONESolution Ordinance
ONESolution RMS Administrator Overview User
Training
ONESolution Property & Evidence
ONESolution Parking Ticket Administration
ONESolution Professional Standards
Proj Mgmt Installation Tech Svcs
Ext Price: 480.00 2,800.00
Ext Price: - 4,200.00
Totals: $480.00 $7,000.00
Training
1,280.00
- $1,280.00
Proj Mgmt Installation Tech Svcs
Ext Price: 800.00 2,800.00 -
Ext Price: - 5,600.00
Ext Price: -
Ext Price:
Ext Price:
Ext Price:
Ext Price:
Ext Price:
Ext Price: 480.00
Ext Price:
Ext Price: 160.00 1,400.00
Ext Price: 1,440.00 2,800.00
Ext Price: 1,440.00 5,600.00
Ext Price: 1,440.00 5,600.00
Ext Price: -
Ext Price: 2,400.00
Totals: $8,160.00 $23,800.00
Imp! Svcs Consulting Development Total Services
- 4,560.00
- 4,200.00
$8,760.00
Training Impl Svcs Consulting Development Total Services
- - 3,600.00
- 5,600.00
5,120.00 5,120.00
1,280.00 - 1,280.00
640.00 640.00
640.00 640.00
640.00 640.00
2,560.00 2,560.00
- 480.00
640.00 - 640.00
640.00 2,200.00
5,120.00
- 9,600.00
- $26,880.00
Proj Mgmt Installation Tech Svcs Training
Ext Price: 320.00 - 1,280.00
Ext Price: 640.00
Ext Price: - - 1,280.00
Ext Price: - 14,700.00 - 11,520.00
Ext Price: - 640.00
Ext Price: - 640.00
Ext Price: 3,840.00
Ext Price: - - 640.00
Ext Price: 1,920.00 2,800.00 5,120.00
Ext Price: 800.00 2,800.00 -
Ext Price: - 2,100.00 640.00
Ext Price: - 640.00
Ext Price: - 640.00
Ext Price: - 1,280.00
Ext Price: - 700.00 1,280.00
Ext Price: - - 640.00
Ext Price: - 1,920.00
4,240.00
7,040.00
7,040.00
5,120.00
- 12,000.00
- $58,840.00
Imp! Svcs Consulting Development Total Services
- 1,600.00
640.00
1,280.00
26,220.00
640.00
640.00
3,840.00
640.00
9,840.00
3,600.00
2,740.00
640.00
640.00
1,280.00
1,980.00
640.00
1,920.00
Superion, LLC
RMS-QTRMSTR ONESolution Quartermaster Ext Price: - 1,280.00 1,280.00
RMS-RSW ONESolution Residential Security Watch Ext Price: 640.00 640.00
RMS-TRAIN ONESolution RMS Training Module Ext Price: - 640.00 640.00
RMS-USR-TRN ONESolution RMS User Training Ext Price: - - 6,400.00 - 6,400.00
Totals: $3,040.00 $23,100.00 - $41,600.00 $67,740.00
Services
Product Code Product Name Proj Mgmt Installation Tech Svcs Training Impl Svcs Consulting Development Total Services
OS-IBRCD ONESolution Barcoding Installation Services Ext Price: - 700.00 - - - - - 700.00
OS-PSJ-PM ONESolution Public Safety & Justice Project Ext Price: 27,840.00 27,840.00
Management
PS -CV Conversion Ext Price: - - - - 78,000.00 78,000.00
PSJ-MAPSVC ONESolution Public Safety & Justice Map Ext Price: 3,200.00 12,600.00 15,800.00
Services
Totals: $31,040.00 $13,300.00 - $78,000.00 $122,340.00
Travel & Living
Services
Product Code Product Name
TL Superion Travel & Living Expenses
Product & Services
Discounts
Product & Services Totals
Travel & Living
Quantity Ext Price
1 30,000.00
Totals: $30,000.00
License Fees: $341,991.00
Professional Services: $299,680.00
Third Party Hardware: $2,133.00
Subtotal: $643,804.00
License Fee Discount: $176,461.00
Net License Fees: $165,530.00
Net Professional Services: $299,680.00
Net Hardware: $2,133.00
$30,000.00
Total: $497,343.00
Maintenance: $54,718.60
Product Notes
CAD -BASE: Purchase of ONESolution Computer -Aided Dispatch System (CAD -BASE) includes the following features.
-ONESolution Computer -Aided Dispatch System (CAD -BASE)
-ONESolution E911 Interface (CAD -E911)
-ONESolution CAD Map Display & Map Maintenance Software License (CAD -MAP)
-ONESolution Multi -Jurisdictional Dispatch Option (CAD-MJ)
-ONESolution Alpha Numeric Paging (CAD -PG): Does not include third party paging solution or interface components to third party paging solutions.
Superion, LLC
-ONESolution Map Converter Software (MAP -CONVERTER)
- BOLO Entry and Search
- Employee
-Event History & Search
-Event Scheduler
-Message Scheduler
-Related Names
-Related Vehicles
-Situational Awareness
-Tow Rotation
MCT-AVL-HOST: The option of Turn by Turn functionality is included in the ONESolution AVL Server Host License software (MCT-AVL-HOST) however this feature
requires
specific data elements to be in the agency Maps. If requested, Superion can provide information on that data. Once an agency enters that data, a map audit is required to
insure the data is correct before the Turn by Turn functionality can be used. This map audit consists of Professional Services hours with Project Management and is not
included in the base map build.
MCT-CLIENT: Purchase of base product includes the following features.
-ONESolution MCT Client -Digital Dispatch (MCT-CLIENT)
-ONESolution MCT Client -MAPS (MCT-MAP)
-Client access to Message Switch
MCT-MFR: Purchase of ONESolution MFR Client (MCT-MFR) includes the following features.
-ONESolution MFR Client (MCT-MFR)
- Case Supplements
- Field Contacts
- Incident
- Names
- Tow Impound
-Warrant Tracking
MCT-SWI: Purchase of base product includes the following features.
- ONESolution State/NCIC Messaging Software (MCT-SWI)
-ONESolution Switch to Switch (MCT-SWI-S2S): Separate services apply.
RMS-BASE: Purchase of ONESolution Records Management System (RMS-BASE) includes the following features.
-ONESolution Records Management System (RMS-BASE)
-ONESolution Crime Analysis (RMS-CA)
-ONESolution Generic Permit (RMS-GENPERM)
-ONESolution Investigative Leads (RMS-INV-LEADS)
-ONESolution RMS Map Display & Pin Mapping License (RMS-MAP)
-ONESolution Multi -Jurisdictional RMS Option (RMS-MJ)
- ONESolution Notification (RMS-NTF)
- ONESolution Police -to -Police (INT-P2P-ONE)
-Arrest
- Case Management
- Case Supplements
- Citation
- Employee
- Field Contact
Superion, LLC
-Incident
- Investigator Dashboard
- Location
- Master Phone
-Names
-Property
-System Auditing
- System Logging
-Tow Impound
-Traffic Warning
-Vehicle
-Warrants
RMS-PSD: Purchase of ONESolution Professional Standards (RMS-PSD) includes the following features.
-ONESolution Citizen Complaint (RMS-COMPLAINT)
-ONESolution Fleet Vehicle Accident Tracking (RMS-FLEETACC)
-ONESolution Injury Tracking (RMS-INJURY)
-ONESolution Professional Standard (RMS-PSD)
-ONESolution Vehicle Pursuit Tracking (RMS-PURSUIT)
-ONESolution Use of Force Tracking (RMS-UOF)
SAT-PEBCK : Kit for local installation includes one of each of the following:
Unitech PA520 Windows mobile PDA operating system with barcode scanner is a Marvell PXA320 806MHz windows embedded handheld 6.5 with 256MB SDRAM,
512MB flash ROM, Bluetooth® 2.0 wireless connections, 3.5 -inch QVGA TFT LCD touch screen, 6 keys + 1 navigation cursor, 10 laser scanner, AC Power Supply, USB
cradle and charging cable, Unitech Capacitive stylus for the PA520, 2200 mAh 3.7 V Rechargeable Li -ion Battery, and 3-Yr Comprehensive Coverage warranty that
includes battery and cradle coverage (UNI-PDA)
Unitech PA520 device cradle includes a USB cable and spare battery charging bay. The cradle utilizes the power supply from the main. (UNI-DC)
Unitech Capacitive Stylus for the PA520, Symbol LS -2208 handheld USB wedge scanner (SYM-HWS)
Sato Model CG408 label printer that includes thermal paper, ribbon, and USB cable (SAT-UTP)
Topaz Systems SignatureGem LCD 4X3 signature pad (TOP -SP)
TL: Travel and living expenses.
Payment terms as follows, unless otherwise notated below for Special Payment Terms by Product:
License Fees 50% due upon delivery ($82,765.00); 50% 120 days thereafter ($82,765.00).
Project Management Fees: 33% due upon Execution ($14,098.00); 33% due 90 days from Execution ($14,098.00); final 34% due upon Go -Live ($14,524.00).
Third Party Product Software and Hardware Fees are due upon execution ($2,133.00).
All other Professional Services to be due upon completion of each individual task. (Installation, Tech Svcs, Training and Development)
Travel & Living expenses are due as incurred monthly.
Unless otherwise provided, other Professional Services are due monthly, as such services are delivered. Additional services, if requested, will be invoiced at then -current
rates. Any shipping charges shown are estimated only and actual shipping charges will be due upon invoice, upon delivery.
Superion Application Annual Support: Customer is committed to the initial term of Maintenance and Support Services for which the support fee is included in the License
fee(s) and begins upon execution of this Quote and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods,
commencing at the end of the prior support period. Support fees shown are for the second term of support for which Superion is committed and which shall be due prior to
the start of that term. Fees for subsequent terms of support will be due prior to the start of each term at the then -prevailing rate. Subsequent terms will renew
automatically until such time Superion receives written notice from the Customer thirty (30) days prior to the expiration of the then current term. Notification of non -renewal
is required prior to the start of the renewal term. Customer will be invoiced, and payment is due, upon renewal.
Superion, LLC
Third Party Product Annual Support Fees: The support fee for the initial annual period is included in the applicable Third Party Product License fees(s) unless otherwise
stated. Subsequent terms invoiced by Superion will renew automatically at then -prevailing rates until such time Superion receives written notice of non -renewal from the
Customer ninety (90) days in advance of the expiration of the then -current term. Notification of non -renewal is required prior to the start of the renewal term. Customer will
be invoiced, and payment is due, upon renewal. As applicable for certain Third Party Products that are invoiced directly by the third party to Customer, payment terms for
any renewal term(s) of support shall be as provided by the third party to Customer.
Superion, LLC
EXHIBIT 3
SUPERION TRAVEL EXPENSE GUIDELINES
Superion will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are to be made through the Superion Corporate Travel Agent unless
other arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL — Superion will use the least expensive class of service available with a minimum of seven
(7) day, maximum of thirty (30) day, advance purchase. Upon request, Superion shall provide the travel
itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will
require a receipt for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by
the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING —Superion will use the most reasonable accommodations possible, dependent on Village. All
food items, movies, and phone/internet charges are not reimbursable.
RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more Superion
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable;
however, pre -paid gas purchases will not be authorized and all rental cars are to be returned with a full
tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer.
Superion shall decline all rental car insurance offered by the car rental agency as staff members will be
covered under the Superion auto insurance policy. Fines for traffic violations are not reimbursable
expenses.
OTHER TRANSPORTATION — Superion staff members are expected to use the most economical means
for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the
employee's personal vehicle (per IRS mileage guidelines) are reimbursable, if necessary. Upon request,
receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be
documented by a readily available electronic mapping service. The mileage rate will be the then -current
IRS mileage guideline rate (subject to change with any change in IRS guidelines).
OTHER BUSINESS EXPENSES — Parking at the airport is reimbursable. Tolls to and from the airport
and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not
reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag.. With the exception of tips,
receipts shall be provided to Customer upon request for all of the aforementioned items.
MEALS — $57 per day standard per diem: $11.40 breakfast, $14.25 lunch and $31.35 dinner.
Page 16 of 22
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
THIRD PARTY SOFTWARE SUPPLEMENT
1.1
Grant of Third Party Licenses. Where applicable, Superion grants to Village non -transferable, non-
exclusive, limited -scope sublicenses to use, in accordance with the license, use and confidentiality
restrictions and other provisions of this Agreement, the third party software set forth on Exhibit 1 ("Third
Party Software Products") subject to the following additional conditions: (i) the Third Party Product shall be
used only in conjunction with any permissible use of the Component System software specifically authorized
hereunder, and (ii) the Third Party Products shall be used only in accordance with the Third Party Products
documentation.
1.2. Third Party Products. During the term of this Agreement, Superion shall use reasonable efforts to
provide Village the benefit of all indemnities and warranties granted to Superion by the licensor(s) of the
Third Party Products, to the extent possible without additional cost to Superion, as and if permitted by
Superion's agreement with the licensor of the Third Party Products, and to the extent such warranties and
indemnities pertain to Village's use of the Third Party Products hereunder. In the event of any defect in any
Third Party Products supplied by Superion, Superion will use commercially reasonable efforts to replace or
correct the Third Party Products without charge, unless it has been damaged or corrupted after supply by
Superion (including, but not limited to, damage caused by incorrect use, incorrect voltage or attempts to
modify the Software or Third Party Products). If such damage or corruption has occurred after supply by
Superion, Superion reserves the right to refuse to replace or correct the Third Party Products or to impose
charges for so doing. Provided that Superion complies with this provision, it shall face no further liability with
respect to any defect in any Third Party Products.
Page 17 of 22
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
Exhibit 4
Statement of Work
Between
Superion LLC
&
Village of Key Biscayne, FL
1
Village of Key Biscayne, FL
Confidential — March 2017
Change History
Revision Date Author Major Section Changed and
Description
1.0 03/27/2017 Superion Initial Version
1.5 3/28/17 Superion Edits completed
2.0 6/30/17 Superion Final edits completed
Village of Key Biscayne, FL
Confidential — March 2017
Contents
Change History 2
Executive Summary 6
Project Assumptions 6
Implementation Methodology — Project Management 8
Key Project Personnel 9
Project Management Responsibilities 10
Roles and Responsibilities 10
Project Schedule Development 10
Roles and Responsibilities 11
Completion Criteria 11
Project Status Reporting and Issues Tracking 11
Escalations 11
Roles and Responsibilities 12
Completion Criteria 13
Change Management and Change Order Process 13
Deliverables 13
Task 1: Project Kick -Off 13
Roles and Responsibilities 14
Completion Criteria 14
Deliverables 14
Task 2: Final Project Schedule Delivery & Approval 14
Roles and Responsibilities 14
Completion Criteria 15
This task is considered complete upon mutual agreement of the finalized Project Schedule
and an approved SOW task sign -off form has been executed by authorized Superion and
Customer representatives. 15
Task 3: Superion Application Software Installation 15
Roles and Responsibilities 16
Completion Criteria 17
Task 4 — Map Data Analysis and Geo File Generation 18
Completion Criteria 18
Task 5: Interface Control Documents 18
Roles and Responsibilities 19
Completion Criteria 19
3
Village of Key Biscayne, FL
Confidential — March 2017
Task 6: Data Conversion 19
Roles and Responsibilities 20
Assumptions 21
Completion Criteria 21
Task 7: System Administration Workshops and Audits 21
Summary 21
System Administration Workshops 22
Audits 22
Roles and Responsibilities 23
Completion Criteria 23
Task 8: System Training 23
User Classes 24
Train the Trainer 0
Roles and Responsibilities 1
Completion Criteria 2
Roles and Responsibilities 2
Completion Criteria 2
TASK 813: Mock Go Live 2
Roles and Responsibilities 2
TASK 9: Go Live 3
Roles and Responsibilities 3
Completion Criteria 4
Task 10: Transition to Product Support 4
APPENDIX A: Village of Key Biscayne Project Status Report 5
APPENDIX B: Risk and Issues Log 7
APPENDIX C: Change Request Form 8
APPENDIX D: Proof of Delivery 10
APPENDIX E: Training Course and Long Descriptions 12
CAD CAD Maintenance Training (System Application Workshops) 12
CAD User Training 12
CAD Resource Monitor Web Training 13
Mobile Field Reporting (MFR) Train the Trainer 14
Record Management System (RMS) Maintenance Training 15
Record Management System (RMS) Training 16
4
Village of Key Biscayne, FL
Confidential — March 2017
TRAIN THE TRAINER 16
Additional Training Modules 16
Mobile Communication Terminal System Application Workshop 18
Mobile Computer Terminal Training 19
Summary of Activities 20
APPENDIX F: SOW Completion Form 21
Appendix G: GIS Supplemental Information 22
APPENDIX H: General Project Conditions 23
APPENDIX I: Data Conversion 25
Staffing and Experience 25
Conversion Options — Production; Archive or Hybrid Approach 25
Data Conversion Methodology 27
Party Responsibilities 27
Methodology 28
Diagram 30
5
Village of Key Biscayne, FL
Confidential — March 2017
Executive Summary
This document contains the approach and Statement of Work (SOW) for the definition, configuration, and
deployment of additional software and services for enhancement to the existing public safety software
system for Village of Key Biscayne, FL. Superion LLC ("Superion") will assist the Customer with
implementation of the selected Superion solution.
For this implementation, the focus is on the following areas with a proposed go -live date on or around 1
June 2018 or as reasonably determined during the planning phase:
• Computer Aided Dispatch
• RMS Management System and identified RMS Add-on Modules
• Mobile Data Solution
• Data Conversion
• Interfaces
• Note: the amounts quoted are not to exceed amounts.
Applications to be implemented include all modules and interfaces that will be listed in Superion's "Order
Form" agreement for software license and services (the "Superion Agreement"). Any custom interfaces or
other custom modifications not included in the associated Agreement or this SOW will be governed by
separate and additional SOWs, based on appropriate review and analysis between Superion and the
Customer.
This SOW is intended to define the scope of work agreed upon by Superion and the Customer, as well as
establish responsibilities for each party related to the services to be furnished following execution of the
specific Agreement or Quote for services described herein. The Customer agrees that Superion will
provide the services as described under this SOW at the cost and terms listed in the Agreement.
This SOW specifies completion criteria for services to be delivered in the areas of project management,
hardware and software installation, configuration, training, and Go Live support; as well as related roles
and responsibilities of Superion and the Customer.
Project Assumptions
a. Superion is implementing a Commercially Available Off -the -Shelf (COTS) solution and/or
modules involving no customization, with the exception of any specific customizations otherwise
noted and defined in the Agreement or separate SOWs.
b. Customer and Superion expect that this SOW may be modified from time to time, if and as
mutually agreed, given that Superion may be provided or obtain a more thorough understanding
of Customer's existing policies, practices, and operations. Customer and Superion will jointly
finalize the detailed project plan, schedule, and SOW. Any significant or material changes to the
project, once the project plan is finalized, will follow the Change Management process as
described in this SOW.
c. The proposed project services in this SOW include project management, installation,
implementation, training, consulting, and other services work necessary to complete the project
as described in this SOW and representing a best good faith estimate based on knowledge at
time of Agreement. For each Superion services task, Superion will assign a team member to
provide the services, using up to the proposed total hours to complete the task. If additional
services are needed to complete a task, due to change in scope or customer delays in completing
dependent tasks, the Change Management process, as described within this SOW, will be used
to accommodate the need. This may include reallocating services, or providing an additional
number of services hours, as determined and mutually agreed.
6
Village of Key Biscayne, FL
Confidential — March 2017
d. The Customer will make their Project Team members available for meetings, consulting and
training sessions, discussions and conference calls, and other related project tasks or events
upon request by Superion. The Customer project committee members will respond to information
requests by Superion staff not to exceed five business days, or as otherwise agreed upon, in time
to minimize delays in the project.
e. The Customer will provide adequate breakout and conference space, as well as an adequate
workspace for each onsite Superion consultant, with access to a desktop workstation, network,
telephone, and close proximity to the Customer project team.
f. When Superion is onsite, the Customer project committee should ideally be located near the
Superion project members to facilitate good communication and coordination amongst the team
members.
g.
Adequate training space and computers will be provided by Customer for training throughout the
project. The training rooms will include a Superion-specified number of fully -functioning
networked computers, meeting the required Superion hardware standards.
h. When mutually agreed upon by both parties, the Customer and Superion may consider
alternative meeting options such as WebEx, video conferencing, remote desktop and conference
calls. Making use of this technology will help in stewardship of travel and expense costs.
i. The Customer may obtain the services of an additional consultant to provide project review,
advice, and consultation at their own cost. Superion will cooperate with the efforts of this
consultant within the context of Customer's participation, deliverable review, and approval
timeframes identified within this SOW and Agreement.
Both the Customer and Superion will furnish resources with appropriate skills and experience to
handle the roles and responsibility descriptions in this SOW.
k. Superion is not responsible for quality of existing Customer data or for the correction or resolution
of data quality issues unless agreed upon through the project Change Order process and
corresponding scope of work and cost estimate.
I. When conversions are part of the contracted work, Customer will make IT or other qualified
resources available to assist with data extraction, data mapping, and preliminary data validation
during the conversion efforts.
7
Village of Key Biscayne, FL
Confidential — March 2017
Implementation Methodology — Project Management
The implementation will be conducted by a cross -functional team of experts from several departments
within Superion Professional Services led by the assigned Project Manager and following a five phase
approach. Based on the Project Management Institute (PMI) Body of Knowledge (PMBOK,
http://www.pmi.org), each phase features critical service delivery events and other elements that ensure
consistent, predictable results.
The phases and key aspects are outlined in the chart below. Details follow in the body of this document.
1 PHASE 1 - INITIATION
t
Internal Knowledge Transfer
Example: Contract Review
1 PHASE 2 -
PLANNING
Analysis and determination of Work Effort and
Timelines
Key Milestones include review of project schedule and
communication plan
L7
7
PHASE 3 -
EXECUTION
Includes 4 core services; Installation, Implementation,
Training, and Testing
Data Conversion occurs during this phase
J
1 PHASE 4 - TRANSIITION
i
Go Live activities and transition to new system
Initial knowledge transfer to Support Services
'*':(
1 PHASE 5
CLOSURE
Verify deliverables are complete
Transition to Support and Client Success Executive
8
Village of Key Biscayne, FL
Confidential — March 2017
Key Project Personnel
The Superion project team is organized as depicted below. In addition to the assigned Project Manager,
the team consists of product leads and consultant/instructors (trainers) for each major application area, as
well as development resources for data conversion and any required application customizations. The
Superion Project Manager directs activities of all assigned team members. Project oversight, including
management of escalated issues is provided by the Project Manager, Program Manager, PMO Manager
and the Director of Professional Services.
Director of
Professional
Services
i
PMO Manager
Program Manager
Project Manager
Services Manager,
Training &
Implementation
Resource
Manager
CAD/Mapping
Mobile
Apps/Techs
Data Conversion
Services Manager,
Development
Custom Interfaces
& App Mods
The parties agree that the individuals designated in the final Project Schedule are essential to the
services offered pursuant to this Agreement. Key Superion personnel assigned to the Customer project
will be identified by name and will be subject to the following key personnel requirements.
Superion agrees that:
Prior to the final approval of the Project Schedule, Superion will provide Customer with resumes and/or
bios listing similar project work of Superion staff assigned to the Customer project. Assignments will be
made post -discovery to determine the skillsets best suited to the engagement.
Superion shall not transfer or reassign individuals without the prior agreement of Customer; which
agreement shall not be unreasonably withheld. Should Superion no longer employ such individuals during
the term of this Agreement, Superion shall present to Customer an individual with greater or equal
qualifications as a replacement subject to Customer's approval, which shall not be unreasonably withheld.
Customer's approval or disapproval shall not be construed to release Superion from its obligations under
this Agreement and it is understood by the Parties to this Agreement that disapproval could adversely
affect schedules and project timelines associated with the Agreement.
Customer requires and Superion agrees to comply, that all onsite Superion project staff or sub -vendors,
as well as Superion remote staff working directly with Customer legacy data, be subject to a background
investigation and specifically LiveScan fingerprint processing. Results of such LiveScan processing will
be produced under the Customer's designated Originating Agency Identifier (ORI).
Superion further agrees that prior to the installation of the NCIC/FCIC Message Switch or access to any
Criminal Justice Information Systems (CJIS) Data, Superion and Village staff shall review and insure
compliance with FDLE/FBI CJIS Security Policy Version 5.6 and execute any User Agreements (MOUs)
as required by said policy.
9
Village of Key Biscayne, FL
Confidential — March 2017
Project Management Responsibilities
Project Management plays an essential role throughout the project and is in involved in day-to-day
activities of both Superion and the Customer. Superiors will be providing a Project Manager. Below are the
general requirements of a Project Manager.
Roles and Responsibilities
Superion Project Manager:
• Act as primary liaison between Superion and the Customer.
• Direct Superion project team activities and schedules in coordination with the Customer Project
Manager.
• Develop and execute comprehensive Communication and Risk Management Plans.
• Coordinate and conduct Project Status Meetings by conference call with the Customer Project
Manager and project committee members as needed (weekly or frequency as determined by
mutual agreement of Superion and the customer). Provide written meeting minutes.
• Develop detailed project plan and schedule with input from the Customer Project Manager;
update Project Schedule monthly as needed.
• Provide responses to issues raised by the Customer within five business days or as determined
by mutual agreement of Superion and the Customer.
• Prepare and process Change Requests as necessary to address any modifications to the project
scope or schedule.
Customer Project Manager:
• Act as primary liaison between the Customer and Superion.
• Direct Customer project committee activities in coordination with the Superion Project Manager.
• Participate in project status meetings by conference call with the Superion Project Manager and
other project team members as needed (weekly or frequency as determined by mutual
agreement of Superion and the Customer). Review written meeting minutes.
• Review and approve project plans and schedules provided by the Superion Project Manager.
• Provide responses to issues raised by Superion within three business days or as determined by
mutual agreement of Superion and the Customer.
• Ensure that Change Requests are signed and returned to the Superion Project Manager.
• Ensure timely payment of invoices.
• Provide access for the Superion project team to Customer servers and network equipment as
needed to deliver contracted services.
• Act as liaison to all third -party vendors with which the Customer has Agreements independent of
Superion tasks.
Responsibilities of Project Management in specific areas are described below:
Project Schedule Development
A preliminary project schedule accompanies this Statement of Work; it is anticipated that it will be refined
and mutually agreed upon during the planning phase of the project. The Superion Project Manager will
review and update the detailed Project Schedule using Microsoft Project in a format preferred by the
Customer (i.e., Microsoft Excel, PDF, etc.). The document will include all of the SOW tasks identified
herein, additional summary project activities, deliverables, resources, and other milestones of the project.
This schedule, once reviewed and updated with feedback by the Customer Project Manager, will become
the official baseline for the project. All changes in scope will be executed according to the mutually
agreed upon change control process and will be reported by the Superion Project Manager at the
regularly scheduled project status meetings.
10
Village of Key Biscayne, FL
Confidential — March 2017
Roles and Responsibilities
Superion Project Manager:
• Review with the Customer Project Manager the key project tasks, dependencies, and
requirements needed to finalize the Project Schedule
• Update the detailed Project Schedule, incorporating Customer input, and deliver to the Customer
at or prior to the project Kick -Off Meeting
• Finalize the initial, working Project Schedule based on Customer changes and corrections and
deliver to the Customer Project Manager. As part of best practices, the schedule will be updated
regularly, at mutually agreed upon intervals, and submitted to the Customer
• Update the baseline schedule at least monthly or as needed and as determined by mutual
agreement of Superion and the Customer Project Manager
Customer Project Manager:
• Review the draft Project Schedule and provide written feedback on any needed corrections or
modifications within ten business days
• Approve the draft schedule within five business days once all changes and corrections provided
in writing to the Superion Project Manager have been incorporated
Completion Criteria
Project schedule is deemed final by mutual agreement of the Superion and Customer Project Manager
and an SOW task completion form has been executed by a Customer Project Manager.
Project Status Reporting and Issues Tracking
In addition to the regularly scheduled Project Status Meetings, the Superion Project Manager provides
two key types of reports as part of the Communication Plan. The Project Status Report, distributed at a
frequency to be determined based on the needs of the Customer (typically bi-weekly or monthly),
summarizes milestones completed, as well as recent and upcoming project activity. These reports are
distributed to key Customer project stakeholders. See Appendix A for a sample Project Status Report.
The Issues Log, updated continually by the Superion Project Manager, is used to enter, track, and
manage project issues identified by Superion or the Customer. Log entries include status updates, action
items, and responsibilities of both parties. The specific design and format of the issue tracking log will be
determined by mutual agreement of the Superion and Customer Project Manager. A representative
example of an Issues Log appears in Appendix B.
Escalations
The Customer and Superion should anticipate challenging issues to arise throughout the implementation
process due to the nature and complexity of projects of this type. In order for challenging issues to be
remedied in a timely fashion, the Customer and Superion will use the following escalation procedure.
All communication regarding the project should be directed to Superion's Project Manager and the
Customer's Project Manager in order to maintain consistent communication between the parties.
Scheduled project status meetings will be maintained between the Superion and Customer Project
Manager.
All issues or concerns will be discussed actively and openly between Superion's Project Manager and the
Customer's Project Manager.
11
Village of Key Biscayne, FL
Confidential — March 2017
If issues begin to interfere with the progression of the implementation project, the Customer and/or
Superiors will escalate challenges to Superion Management in the sequence below, as needed:
•The assigned Project Manager is expected to be the first level of escalation resolution;
contact information will be added into this document upon final assignment.
•Project Manager -
• Should an issue need further input or escalation to the next level, the Program Manager
will engage; contact information will be added into this document upon assignment.
• Program Manager -
• If additional Senior Level Support is required ro an impasse is reached, the PM0
Manager will be engaged. Program Managers typically advise of any impending project
issues at regularly scheduled intervals for more expedient resolution.
• PMO Manager - Ryan Merritt, 336.878.4042, Susan.Goodrich@Superion.com
•In the event the PM0 Manager is not available or an issue is particularly impactful, the
Sr. Director of Professional Services will be briefed and engage in determining and
supporting resolution.
*Sr. Director of Professional Services - Deronta Robinson, 1.336.878.16884,
Deronta.Robinson@Superion.com 1
Roles and Responsibilities
Superion Project Manager:
• Create and distribute weekly Project Status Reports to project team members and monthly
summary reports to key stakeholders
• Determine format for issues log in collaboration with the Customer Project Manager
• Update issues log as needed, but not less than monthly in preparation for Project Status
Meetings
• Monitor issue status, including planned and completed actions and targeted completion dates
• Escalate issues to Superion or Customer senior management as necessary to facilitate or
expedite issue resolution
Customer Project Manager:
• Review Project Status Reports and provide feedback as needed
• Determine format for Issues Log in collaboration with the Superion Project Manager
• Review Issues Log with the Superion Project Manager at regularly scheduled Status Meetings
• Monitor issue status, including completion of action steps owned by the Customer
• Escalate issues to Superion or Customer senior management, as necessary, to facilitate or
expedite issue resolution
Village of Key Biscayne, FL
Confidential — March 2017
Completion Criteria
Project reporting is considered complete when the Superion Project Manager has distributed the Project
Status Report at the agreed upon frequency and has updated the issues log as needed for review at each
Project Status Meeting.
Change Management and Change Order Process
Either party may request changes to this SOW that will alter the project scope. Such a request is honored
by the parties only if it follows the described process and results in a formal Change Order signed by both
parties.
The Change Management and control procedure is as follows:
1.
Either Superion or Customer management may propose a change by submittal of a Change
Request to the other party. The other party has five business days (or other timeframe as
mutually agreed upon) to determine whether it agrees to the Change Request. If both parties
agree to the Change Request, the change will become a Change Order documented and signed
by both parties, reflecting additional cost, if any, and other appropriate details related to the
change.
2. If agreement to pursue a Change Order does not occur in five business days of the initiation of
the Change Request (or as mutually agreed upon), it is assumed that the Change Request has
been rejected.
A sample Change Request Form appears in Appendix C.
Deliverables
• Executed Contract
• Agreed upon Statement of Work
• Project Schedule
• Project Artifacts
o Communication Plan
o Change Control Document and Log
o Risk and Issues Log
o Weekly Status Report
o Quarterly Review
o Series of Status meetings set
Task 1: Project Kick -Off
The Kick -Off Meeting, led by the Superion Program Manager, will be held onsite at the Customer's
designated facility at the start of the planning phase of the project. The purpose of the Project Kick -Off
Meeting is to engage in a high-level discussion of the implementation goals, approach, schedule, team
member responsibilities, and Customer requirements. The agenda is negotiable and typically includes:
• Review of contract deliverables and transition discussions from the Superion sales staff to the
Superion implementation team
• High-level overview of licensed products purchased by the Customer
• Review of hardware to be purchased by Superion and/or the Customer
• Introductions of Superion Project Manager and Customer project team members
• Review of the draft Project Schedule
• Review of key project management practices
• Review of the SOW, role, and responsibilities
13
Village of Key Biscayne, FL
Confidential — March 2017
" R e v i e w o f t h e t r a i n i n g c o u r s e s i n c l u d e d a n d d i s c u s s i o n o n s p e c i f i c s c h e d u l i n g r e q u i r e m e n t s a n d
c o n s t r a i n t s
" I n t r o d u c e t h e C h a n g e M a n a g e m e n t f u n c t i o n o f t h e p r o j e c t
R o l e s a n d R e s p o n s i b i l i t i e s
S u p e r i o n :
" P r o v i d e o n s i t e p r e s e n c e b y t h e a s s i g n e d P r o j e c t M a n a g e r a n d o t h e r k e y S u p e r i o n p e r s o n n e l
( e . g . , C o n s u l t i n g M a n a g e r , T r a i n i n g T e a m L e a d ) a s d e t e r m i n e d b y m u t u a l a g r e e m e n t o f t h e
S u p e r i o n a n d C u s t o m e r P r o j e c t M a n a g e r s
" P r o v i d e a m e e t i n g a g e n d a i n a d v a n c e a n d m i n u t e s / a c t i o n i t e m s l i s t a f t e r t h e m e e t i n g
" P r e s e n t t h e f i n a l i z e d P r o j e c t S c h e d u l e w i t h s e r v i c e d a t e s t o d i s c u s s a t t h e K i c k - O f f M e e t i n g
" S u p e r i o n R o l e s p a r t i c i p a t i n g i n t h i s t a s k
o P r o j e c t M a n a g e r
o L e a d T e c h n i c a l C o n s u l t a n t
o L e a d M o b i l e S M E
C u s t o m e r :
" A t t e n d a n c e a t t h e K i c k - O f f M e e t i n g b y t h e C u s t o m e r P r o j e c t M a n a g e r , c o r e t e a m , a n d o t h e r k e y
p e r s o n n e l ( a s d e t e r m i n e d b y S u p e r i o n a n d C u s t o m e r )
" R e s e r v e a p p r o p r i a t e m e e t i n g f a c i l i t y a n d p u b l i c i z e t o i n t e r n a l t e a m
C o m p l e t i o n C r i t e r i a
" T h e K i c k - O f f M e e t i n g i s c o n s i d e r e d c o m p l e t e w h e n a n o n s i t e m e e t i n g h a s b e e n h e l d a t t h e
C u s t o m e r s i t e , m e e t i n g m i n u t e s h a v e b e e n d i s t r i b u t e d , a c t i o n i t e m s i d e n t i f i e d i n w r i t i n g , a d r a f t
P r o j e c t S c h e d u l e h a s b e e n d e l i v e r e d , a n d a n S O W T a s k C o m p l e t i o n f o r m h a s b e e n s i g n e d a n d
d e l i v e r e d t o S u p e r i o n b y t h e C u s t o m e r P r o j e c t M a n a g e r .
D e l i v e r a b l e s
" K i c k - O f f M e e t i n g a g e n d a a n d p r e s e n t a t i o n
" M e e t i n g m i n u t e s
" A c t i o n i t e m s
T a s k 2 : F i n a l P r o j e c t S c h e d u l e D e l i v e r y & A p p r o v a l
A f t e r t h e c o m p l e t i o n o f t h e P r o j e c t K i c k - O f f M e e t i n g a n d i n i t i a l a n a l y s i s , S u p e r i o n a n d t h e C u s t o m e r
P r o j e c t M a n a g e r w i l l r e v i e w t h e d r a f t P r o j e c t S c h e d u l e , a n d a n y m u t u a l l y a g r e e a b l e u p d a t e s w i l l b e m a d e
b y t h e S u p e r i o n P r o j e c t M a n a g e r . I t i s a n t i c i p a t e d t h a t S u p e r i o n w i l l h a v e a f i n a l s c h e d u l e r e a d y f o r
r e v i e w w i t h i n 3 0 b u s i n e s s d a y s o f c o m p l e t i n g t h e p r o j e c t R e q u i r e m e n t s D i s c o v e r y S e s s i o n . T h e f i n a l
P r o j e c t S c h e d u l e c r e a t e d w i l l b e c o m e t h e o f f i c i a l C u s t o m e r P r o j e c t S c h e d u l e a n d w i l l s e r v e a s a b a s e l i n e
f o r t h e p r o j e c t . I t w i l l b e a p p r o v e d i n w r i t i n g b y t h e C u s t o m e r a n d S u p e r i o n ' s P r o j e c t M a n a g e r s .
T h e P r o j e c t S c h e d u l e w i l l b e u p d a t e d a s r e q u i r e d d u r i n g t h e c o u r s e o f t h e p r o j e c t i m p l e m e n t a t i o n . A l l
c h a n g e s t o t h e s c h e d u l e w i l l b e m u t u a l l y a g r e e d u p o n a n d , i f r e q u i r e d , w i l l b e d o c u m e n t e d v i a t h e
m u t u a l l y a g r e e d u p o n C h a n g e O r d e r p r o c e s s . A n y s c h e d u l e c h a n g e s t h a t o c c u r w i l l b e a p a r t o f t h e
m o n t h l y p r o j e c t s t a t u s r e p o r t p r o v i d e d b y t h e S u p e r i o n P r o j e c t M a n a g e r . T h e P r o j e c t S c h e d u l e w i l l b e
c r e a t e d a n d m a i n t a i n e d u s i n g M i c r o s o f t P r o j e c t .
R o l e s a n d R e s p o n s i b i l i t i e s
S u p e r i o n :
1 4
V i l l a g e o f K e y B i s c a y n e , F L
C o n f i d e n t i a l M a r c h 2 0 1 7
" R e v i e w w i t h C u s t o m e r p e r s o n n e l t h e i d e n t i f i e d i m p l e m e n t a t i o n t a s k s , p r i o r i t i e s , i n t e r -
d e p e n d e n c i e s a n d o t h e r r e q u i r e m e n t s n e e d e d t o e s t a b l i s h t h e f i n a l P r o j e c t S c h e d u l e
" P r e p a r e t h e f i n a l P r o j e c t S c h e d u l e d o c u m e n t a n d d e l i v e r i t t o t h e C u s t o m e r P r o j e c t M a n a g e r
" R e v i e w t h e P r o j e c t S c h e d u l e w i t h C u s t o m e r p e r s o n n e l i n t h e w e e k l y s t a t u s m e e t i n g a n d m a k e
c h a n g e s o r c o r r e c t i o n s t h a t a r e m u t u a l l y a g r e e d u p o n
" D e l i v e r t h e f i n a l C u s t o m e r P r o j e c t S c h e d u l e w i t h i n 3 0 b u s i n e s s d a y s a f t e r t h e R e q u i r e m e n t s
D i s c o v e r y P r o c e s s
" S u p e r i o n R o l e s p a r t i c i p a t i n g i n t h i s t a s k
o P r o j e c t M a n a g e r
o L e a d T e c h n i c a l a n d P r o d u c t C o n s u l t a n t s
C u s t o m e r :
" W o r k w i t h t h e S u p e r i o n P r o j e c t M a n a g e r t o f i n a l i z e p r o j e c t t a s k s a n d r e s p o n s i b i l i t i e s a n d m a k e
s u c h i m p l e m e n t a t i o n d e c i s i o n s a s a r e r e a s o n a b l y r e q u i r e d t o f i n a l i z e t h e P r o j e c t S c h e d u l e
" R e v i e w t h e f i n a l P r o j e c t S c h e d u l e a n d i d e n t i f y i n w r i t i n g a n y s p e c i f i c d e f i c i e n c i e s f o u n d w i t h i n 1 0
b u s i n e s s d a y s
C o m p l e t i o n C r i t e r i a
T h i s t a s k i s c o n s i d e r e d c o m p l e t e u p o n m u t u a l a g r e e m e n t o f t h e f i n a l i z e d P r o j e c t S c h e d u l e a n d a n
a p p r o v e d S O W t a s k s i g n - o f f f o r m h a s b e e n e x e c u t e d b y a u t h o r i z e d S u p e r i o n a n d C u s t o m e r
r e p r e s e n t a t i v e s .
" F i n a l P r o j e c t S c h e d u l e w i t h t h e u n d e r s t a n d i n g t h a t t h e s c h e d u l e w i l l b e r e v i e w e d a t w e e k l y s t a t u s
m e e t i n g s a n d a d j u s t e d a c c o r d i n g l y . T h e S c h e d u l e w i l l i d e n t i f y t a s k s t o b e c o m p l e t e d d u r i n g t h e
l i f e c y c l e o f t h e C u s t o m e r p r o j e c t i n c l u d i n g t h e k e y S O W t a s k s i d e n t i f i e d h e r e i n , t h e r e s p o n s i b l e
p a r t y f o r e a c h t a s k , a n d t h e p r o j e c t m i l e s t o n e s d e f i n e d i n t h e s c h e d u l e .
" S u p e r i o n R e s o u r c e I n f o r m a t i o n - r e s u m e s / b i o s o n e a c h p r o p o s e d S u p e r i o n t r a i n i n g s t a f f
m e m b e r t h a t w i l l b e a s s i g n e d t o c o n d u c t t r a i n i n g o r c o n s u l t i n g a c t i v i t i e s o n t h e C u s t o m e r p r o j e c t .
T a s k 3 : S u p e r i o n A p p l i c a t i o n S o f t w a r e I n s t a l l a t i o n
T h e E x e c u t i o n P h a s e b e g i n s w i t h t h e c o n f i g u r a t i o n o f s e r v e r s , o p e r a t i n g s y s t e m , d a t a b a s e , a n d O n e
S o l u t i o n a p p l i c a t i o n s . S u p e r i o n ' s P M w i l l s c h e d u l e t h e t e c h n i c a l t a s k s a s m u t u a l l y a g r e e d u p o n . M u l t i p l e
t e c h n i c a l r e s o u r c e s w i l l f a c i l i t a t e t h e i n s t a l l a t i o n p r o c e s s t o a s s u r e a p p l i c a t i o n s a r e w o r k i n g s o u n d l y
t o g e t h e r . A t t h e c o n c l u s i o n o f t h i s p r o c e s s , a S u p e r i o n t e c h n i c a l c o n s u l t a n t v a l i d a t e s t h a t t h e s e r v e r s a n d
a p p l i c a t i o n s a r e i n s t a l l e d a n d f u n c t i o n i n g f r o m a n e t w o r k p e r s p e c t i v e , l e a v i n g t h e A g e n c y w i t h a w o r k i n g
s y s t e m .
I n s t a l l a t i o n w i l l o c c u r o n s i t e a n d t y p i c a l l y a 2 w e e k e n g a g e m e n t r e s e m b l i n g t h e f o l l o w i n g ; t h i s i n f o r m a t i o n
w i l l b e c u s t o m i z e d t o y o u r s p e c i f i c i n s t a l l a t i o n r e q u i r e m e n t s a s a d e t e r m i n e d d u r i n g t h e D i s c o v e r y t a s k .
W E E K 1
1 5
V i l l a g e o f K e y B i s c a y n e , F L
C o n f i d e n t i a l M a r c h 2 0 1 7
Mobile Installation (Query Server\Message Switch) 16 Hours
MCT SA Training — 4 Hours
CAD Interface Installation — 16 Hours
SQL Installation
(Mobile Database
Creation) —6 Hours
WEEK 2
CAD Installation\
Mapping— 8 Hours
MFR Installation and Configuration — 8 Hours
\RMS Installation —
4 Hours
`CAD Workstation Installation - \RMS Workstation Installation -
4 Hours
Interface Testing\Prebuild — 6
Hours
CAD Training Environment
Build -4 Hours
4 Hours
RMS Training Environment
Build- 4 Hours
Mobile Installation — 4 Hours
Backups and Replication
Building -2 Hours
Training Query Server Build— 4
Hours
Full System Integration Testing 8 Hours per Resource
During Workstation installation, Superion technicians will instruct Key Biscayne's IT staff on installing and
configuring of workstations. Not all Internet Applications and interfaces will be installed during this
exercise if there are dependencies associated with those items.
Upon contract approval, any contracted hardware will be ordered. Hardware and Software occur post
Discovery. During the onsite engagement, all installations are completed and the Customer is left with a
working system. Installation services for Superion Applications encompass loading of all pertinent files
and initial configuration of the Superion applications to activate all functionality purchased. The table
below lists the estimated number of days required for each install and initial configuration.
Key Biscayne's IT staff will be provided with the training necessary to install applications on remaining
workstations and maintain the solution.
Configuration of MCT and Message Switch are completed by the Technical Lead onsite at the time of
Maintenance Training on those applications. Although MCT is currently active for MCT, some additional
configuration may be needed to support MFR.
Roles and Responsibilities
Superion:
Village of Key Biscayne, FL
Confidential — March 2017
16
" I n s t a l l a n d c o n f i g u r e l a t e s t v e r s i o n o f M i c r o s o f t S Q L s e r v e r i n a c c o r d a n c e w i t h t h e V i l l a g e o f K e y
B i s c a y n e ' s V M W a r e i n f r a s t r u c t u r e
" I n t e g r a t e w i t h t h e V i l l a g e ' s b a c k u p a n d a n t i v i r u s p o l i c i e s a n d p r o c e d u r e s
" L o a d f i l e s a n d p e r f o r m i n i t i a l c o n f i g u r a t i o n o f a l l l i c e n s e d S u p e r i o n a p p l i c a t i o n s , i n c l u d i n g b a s e
a n d a d d - o n m o d u l e s , a n d i n t e r f a c e s t o t h i r d - p a r t y a p p l i c a t i o n s a s s o c i a t e d w i t h b u t n o t l i m i t e d t o :
o R e c o r d s M a n a g e m e n t S o f t w a r e
o C o m p u t e r A i d e d D i s p a t c h S y s t e m
o M e s s a g e S w i t c h f o r M o b i l e C o m m u n i c a t i o n s
" L o a d f i l e s a n d p e r f o r m i n i t i a l c o n f i g u r a t i o n o f a l l l i c e n s e d S u p e r i o n a p p l i c a t i o n , i n c l u d i n g b a s e a n d
a d d - o n m o d u l e a n d i n t e r f a c e s t o t h i r d - p a r t y a p p l i c a t i o n s . C o n f i g u r a t i o n i n c l u d e s a c t i v a t i n g
a p p r o p r i a t e m o d u l e s , t a b l e s e t u p ( i n c l u d i n g i m p o r t i n g s t a t e - s p e c i f i c S t a t u t e T a b l e a n d S y s t a b s
( R M S ) , a n d s e l e c t i o n o f m a n d a t o r y c o n f i g u r a t i o n s e t t i n g s b a s e d o n c o m b i n a t i o n o f S u p e r i o n
a p p l i c a t i o n s p u r c h a s e d .
" S e t u p t r a i n i n g / t e s t e n v i r o n m e n t a s m i r r o r c o p y o f t h e p r o d u c t i o n e n v i r o n m e n t .
" S e t u p S u p e r i o n a p p l i c a t i o n s o n f i v e c l i e n t w o r k s t a t i o n c o m p u t e r s o n s i t e a t t h e C u s t o m e r f a c i l i t i e s
t o b e u s e d b y C u s t o m e r e n d u s e r s . C o n d u c t k n o w l e d g e t r a n s f e r o f i n s t a l l a t i o n / s e t u p p r o c e d u r e s
t o C u s t o m e r I T s t a f f a n d / o r o t h e r d e s i g n a t e d p e r s o n n e l r e s p o n s i b l e f o r s e t u p a n d m a i n t e n a n c e o f
e n d u s e r c o m p u t e r s ( 4 - 6 p e o p l e m a x i m u m ) f o r :
o R M S 5 w o r k s t a t i o n s
o C A D 5 w o r k s t a t i o n s
" [ M K ( M 1 ] C o n d u c t a t e s t w h i l e o n s i t e t o v e r i f y t h a t S u p e r i o n a p p l i c a t i o n s h a v e b e e n i n s t a l l e d a n d
c o n f i g u r e d s u c c e s s f u l l y , o p e r a t i n g p r o p e r l y , a n d a r e r e a d y t o b e g i n t h e i m p l e m e n t a t i o n a n d
c o n f i g u r a t i o n p r o c e s s . N o t e : A l l S u p e r i o n c o m p o n e n t s m a y n o t b e r e a d y a t t h i s p o i n t f o r a f u l l
t e s t , b u t a r e a s o n a b l e e f f o r t w i l l b e m a d e t o e n s u r e S u p e r i o n c o m p o n e n t s a r e r e a d y f o r t h e n e x t
s t e p i n t h e p r o c e s s . S u p e r i o n i n s t a l l a t i o n s e r v i c e s w i l l e n s u r e t h a t a l l n e e d e d c o m p o n e n t s a r e
p r e p a r e d a n d r e a d y p r i o r t o c o n d u c t i n g s u b s e q u e n t o n s i t e a c t i v i t i e s f o r t h e s p e c i f i c a p p l i c a t i o n
a r e a a c c o r d i n g t o t h e a g r e e d u p o n P r o j e c t S c h e d u l e .
" P r o v i d e C u s t o m e r w i t h i n s t a l l a t i o n i n s t r u c t i o n s t o c o m p l e t e t h e r e m a i n i n g i n s t a l l a t i o n p r o c e d u r e s
o n t h e r e s t o f t h e C u s t o m e r w o r k s t a t i o n s a n d m o b i l e e q u i p m e n t .
" I n s t a l l , c o n f i g u r e , a n d t e s t o p e r a t i o n o f a b a r c o d e r e a d i n g d e v i c e s o n e v i d e n c e r o o m
w o r k s t a t i o n s a t t h e t i m e p r o p e r t y a n d e v i d e n c e t r a i n i n g i s t o b e c o n d u c t e d . B a r c o d e i n s t a l l a t i o n
s e r v i c e s a r e p r o v i d e d b y t h e t r a i n e r c o n d u c t i n g t r a i n i n g o n t h e P r o p e r t y a n d E v i d e n c e m o d u l e .
" R o l e s i n v o l v e d i n t h i s t a s k :
o P r o j e c t M a n a g e r
o L e a d T e c h n i c a l C o n s u l t a n t
o I n t e r n e t P r o d u c t S M E
o T e c h n i c a l C o m m u n i c a t i o n s S M E
C u s t o m e r :
" P a r t i c i p a t e i n p l a n n i n g a c t i v i t i e s ( c o n f e r e n c e c a l l s , e m a i l s ) w i t h S u p e r i o n S y s t e m I m p l e m e n t a t i o n
C o n s u l t a n t a n d T e c h n i c a l L e a d
" P r o v i d e o n s i t e a n d r e m o t e a c c e s s t o s e r v e r s a s r e q u i r e d f o r S u p e r i o n T e c h n i c a l L e a d a n d
A p p l i c a t i o n I n s t a l l a t i o n C o n s u l t a n t t o p e r f o r m i n s t a l l a t i o n t a s k s
" A t t e n d k n o w l e d g e t r a n s f e r s e s s i o n s f o c u s i n g o n h o w t o p r e p a r e w o r k s t a t i o n s o r m o b i l e
c o m p u t e r s t o r u n S u p e r i o n a p p l i c a t i o n s
C o m p l e t i o n C r i t e r i a
S o f t w a r e i n s t a l l a t i o n i s c o m p l e t e d f o r e a c h a p p l i c a t i o n w h e n t h e p e r t i n e n t S u p e r i o n S y s t e m
I m p l e m e n t a t i o n C o n s u l t a n t o r T e c h n i c a l L e a d c o n f i r m s t h a t a l l r e q u i r e d f i l e s a r e l o a d e d , a l l r e l a t e d
S u p e r i o n a p p l i c a t i o n m o d u l e s a r e a c t i v a t e d , i n t e r f a c e s a r e c o n f i g u r e d , a n d a n S O W T a s k C o m p l e t i o n
f o r m h a s b e e n a u t h o r i z e d a n d s i g n e d b y t h e C u s t o m e r P r o j e c t M a n a g e r .
1 7
V i l l a g e o f K e y B i s c a y n e , F L
C o n f i d e n t i a l M a r c h 2 0 1 7
Task 4 — Map Data Analysis and Geo File Generation
The map and related database attributes (geofile) are key components of the system, the heart of real-
time responsiveness and the basis for accurate downstream reporting. Map data integrity and design is
an iterative process that is the responsibility of the customer, guided by training and consultation provided
by Superion.
Roles and Responsibilities
Superion
• Provide up to 30 non-consecutive days of services for GIS implementation consisting of
assistance in creating and testing centerline data, map polygons/layers, customer map data
analysis, and other assistance as needed to provide the customer with the knowledge to maintain
and update maps going forward.
• Provide a minimum of 3 map audits and data reviews during the implementation
Superion roles participating in this task:
• Project Manager
• Lead CAD SME
• Mapping Consultant
Customer
• Provide Superion with a copy of existing GIS data for review
• Be responsible for providing staff familiar with the Customer GIS data to work with Superion staff
on the geofile generation process and correcting data error identified during the implementation
process
Completion Criteria
The map geofile generation process will be considered complete after three data audits have been
conducted by Superion staff and any mapping data errors have been identified and reported to Customer
for correction. An SOW task completion form will be signed by the Customer Project Manager to indicate
that this task has been completed.
Task 5: Interface Control Documents
The external interfaces that have been identified and included in the final contract for the Customer's
project include the following:
1. Miami -Dade County eCitation
2. Thinkstream A -Forms Interface
3. Pagegate
4. Ivey Tek Interface
For each of the interfaces, Superion will provide a description of its standard functionality in a document
referred to herein as an Interface Control Document. The interface description will provide an itemized list
of criteria for which to test and verify that its functionality is correctly functioning prior to the conclusion of
the Requirements Verification Plan.
Superion will spend four days of assistance with interface setup, testing, and implementation support to
verify communications and basic functionality.
Any third -party vendors will be responsible for writing a trigger that will extract data from the Superion
database and export it to another location for import into their external system. Superion agrees to
answer any database/interface questions that may arise and cooperate with these third -party vendors to
complete these interfaces if necessary.
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Roles and Responsibilities
Superion:
• Provide Customer Project Manager with a description of each of the interfaces described above
within 90 days of contract signing
• Provide Interface Control Documents that contain a description of how the standard interface is
supposed to work and a criteria checklist or workflow tests to determine if the interface is
functioning properly
• Superion Roles participating in this task
o Project Manager
o Lead Technical Consultant
o RMS SIC
Customer:
• Act as the primary point of contact with non-Superion third parties, including other vendors, state
agencies, and local agencies that control products and/or databases with which Superion
products are to be interfaced
• Provide detailed schema, protocol, query specifications, as needed, and as available per
interface
• Ensure that open questions and design decisions are made conclusively and in a timely fashion
• Provide a Customer point of contact for each interface who is knowledgeable of the workflow and
data requirements
• Review and provide written feedback on Interface Control Documents within 10 business days of
receipt from Superion.
Completion Criteria
This task will be considered complete when all required Interface Control Documents have been delivered
and accepted by the Customer Project Manager. An SOW task completion form will be signed by the
Customer Project Manager to acknowledge the completion of this task.
Task 6: Data Conversion
Please see the Appendix for a full description of Superion's data conversion process.
Data conversion for this project consists of data migration from the current Records Management System
to ONESolution. For Key Biscayne, this will include the following:
• CAD
o Event History
• RMS
o Master names smt physc no history
o Incidents
o Evidence
o Citation
o Personnel
o System Attachments
Superion's approach to data conversions can be broken down into three phases:
Phase I: Planning and Analysis
During the planning and analysis phase, Customer staff will provide Superion with legacy data and other
data documentation, such as data dictionaries to begin analyzing the Customer's historical data. The
Customer legacy data shall be provided in a SQL, Microsoft Excel, Microsoft Access, or delimited flat file
format. At this time, a conversion meeting will take place to review the process and decide on the type of
conversion desired (archive, production, hybrid).
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Phase II: Module Iteration Testing
The conversion process will be performed on a modular basis, delivering the results of each module for
review. The process begins with Superion delivering a conversion of the raw data. Customer staff will
then map each module's picklist values from the legacy system to the Superion values, using a
spreadsheet provided by Superion. The data is then re -converted using the Customer provided
translations.
This process of translation, conversion, and review will be performed up to three iterations for each
module. Detailed documentation in writing will be required from Customer staff for any discrepancies or
issues found during the data review. At the successful completion of each module's final conversion
iteration, an SOW Task completion and signoff form will be signed by the Customer.
Phase III: Implementation
The final phase of the conversion process is the actual final conversion of data just prior to the Go Live
date. This process will take place four business days prior to the Go Live date, or as mutually agreed
between Superion and Customer. Any data captured within this time period between the final conversion
and Go Live date will need to be entered into the Superion system manually by Customer users after the
cutover.
Data conversion will be performed as part of this SOW: A CAD Data Conversion. An overview for each
are provided below. Roles and Responsibilities of Superion and Customer, as well as assumptions and
completion criteria within this section apply to both conversions.
Data Conversion is needed in both CAD and RMS.
Roles and Responsibilities
Superion:
Superion will assign a designated Superion conversion team to analyze Customer legacy data. The
Superion conversion team will be subject to completing a LiveScan at the local police station, with
Customer where applicable, or other designated LiveScan facility, using the Customer's ORI number. The
results of this scan will be forwarded directly to the Customer. Superion will identify the conversion team
members to Customer project staff and complete the LiveScan process prior to beginning any conversion
work or review of the Customer legacy data. Customer cannot provide legacy data to Superion staff until
this process has been completed and the LiveScan results have been received.
• Superion will arrange an analysis meeting with the Customer to review the conversion options
and to confirm both the environment and module data to be converted.
• During this analysis meeting, Superion will review missing or conflicting picklist values, statutes,
and finalize the rules governing the resolution of duplicate names.
• Superion will develop conversion programs specific to the modules requested by Customer.
Superion will work closely with Customer staff throughout the process to find any data that is not
clearly identified in the source system.
• Superion will perform a maximum of three data uploads for each module to be converted (one
initial raw data, and three iterations). Additional iterations may be requested by Customer and will
be billable at the standard hourly rate in effect at that time. It is important for Customer staff to
thoroughly review and fully document discrepancies to avoid the need for additional conversion
iterations and subsequent additional costs.
• Superion will reconvert the module data with code table translations provided by Customer staff
and upload the data in a test environment on the Customer network.
• Superion will set up a separate test environment for data conversion testing.
• Superion will make adjustments to address discrepancies noted on the punch list provided by
Customer staff and will upload the converted data into a test environment. Customer will review
the data again, comparing records in the legacy system to the corresponding record in the
Superion system. A final punch list will be provided to Superion and reviewed.
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" S u p e r i o n w i l l p e r f o r m a n i n t e r n a l a u d i t o f t h e c o n v e r t e d m o d u l e d a t a t o i d e n t i f y a n y a p p l i c a t i o n
r e l a t e d i s s u e s . S u p e r i o n w i l l m a k e f i n a l c o r r e c t i o n s t o a d d r e s s i t e m s i d e n t i f i e d i n t h e a u d i t a n d o n
C u s t o m e r ' s f i n a l p u n c h l i s t . T h i s p r o c e s s w i l l b e r e p e a t e d f o r e a c h m o d u l e t o b e c o n v e r t e d .
" S u p e r i o n w i l l e x t r a c t t h e f i n a l l e g a c y d a t a o n t h e f o u r t h b u s i n e s s d a y p r i o r t o t h e s c h e d u l e d G o
L i v e .
" S u p e r i o n R o l e s p a r t i c i p a t i n g i n t h i s t a s k
o P r o j e c t M a n a g e r
o L e a d T e c h n i c a l C o n s u l t a n t
o L e a d R M S S M E
o D a t a C o n v e r s i o n S p e c i a l i s t
C u s t o m e r :
" C u s t o m e r w i l l b e r e s p o n s i b l e f o r p r o v i d i n g S u p e r i o n w i t h l e g a c y s o u r c e d a t a i n a n y o f t h e f o u r
f o l l o w i n g d a t a f o r m a t s : S Q L d a t a b a s e , M i c r o s o f t A c c e s s d a t a b a s e , M i c r o s o f t E x c e l s p r e a d s h e e t ,
o r d e l i m i t e d t e x t f i l e . A f i n a l l e g a c y s y s t e m d a t a e x t r a c t i o n w i l l n e e d t o o c c u r i m m e d i a t e l y p r i o r t o
t h e G o L i v e d a t e a n d p r o v i d e d t o S u p e r i o n .
" C u s t o m e r s t a f f w i l l p r o v i d e a d a t a d i c t i o n a r y o r e q u i v a l e n t d o c u m e n t a t i o n t o f a c i l i t a t e m a p p i n g
d a t a e l e m e n t s b e t w e e n t h e l e g a c y s y s t e m a n d S u p e r i o n ' s d a t a b a s e . I f s u f f i c i e n t d o c u m e n t a t i o n i s
n o t a v a i l a b l e , C u s t o m e r w i l l n e e d t o p r o v i d e s c r e e n s h o t s o f t h e l e g a c y s y s t e m t o a s s i s t i n
m a p p i n g d a t a e l e m e n t s t o t h e S u p e r i o n d a t a b a s e .
" C u s t o m e r w i l l p r o v i d e a d a t a c o n v e r s i o n p r o j e c t c o m m i t t e e w h o a r e s u b j e c t m a t t e r e x p e r t s a n d
f a m i l i a r w i t h t h e c u r r e n t l e g a c y s y s t e m ' s d a t a b a s e .
" C u s t o m e r s t a f f w i l l b e r e s p o n s i b l e f o r m a p p i n g t h e m o d u l e p i c k l i s t v a l u e s f r o m t h e l e g a c y s y s t e m
o n a s p r e a d s h e e t p r o v i d e d b y S u p e r i o n .
" C u s t o m e r s t a f f w i l l r e v i e w t h e c o n v e r t e d d a t a a n d p r o v i d e S u p e r i o n w i t h d e t a i l e d , w r i t t e n
f e e d b a c k w i t h i n o n e w e e k o f t h e d e l i v e r y o f a c o n v e r t e d d a t a s e t , o r a s m u t u a l l y a g r e e d b y
S u p e r i o n a n d C u s t o m e r . T h i s p r o c e s s w i l l c o n t i n u e f o r s e v e r a l i t e r a t i o n s . C u s t o m e r w i l l p r o v i d e
S u p e r i o n w i t h a f i n a l p u n c h l i s t .
A s s u m p t i o n s
1 . A p p l i c a t i o n s a n d m o d u l e s n o t s p e c i f i c a l l y d e s c r i b e d i n t h i s d o c u m e n t a r e c o n s i d e r e d t o b e o u t o f
s c o p e o f t h i s p r o p o s e d c o n v e r s i o n e f f o r t . S u p e r i o n r e s e r v e s t h e r i g h t t o r e q u i r e a d d i t i o n a l f u n d i n g
i n t h e e v e n t t h e C u s t o m e r c h a n g e s t h e s c o p e o f t h e c o n v e r s i o n e f f o r t .
2 . S u p e r i o n i s p r o v i d i n g t h e s e r v i c e s r e l a t e d t o t h e c o n v e r s i o n s o n l y t o m e e t t h e s p e c i f i c a t i o n s
c o n t a i n e d i n t h i s S O W . A l l o t h e r c o m p o n e n t s r e q u i r e d f o r a s u c c e s s f u l i m p l e m e n t a t i o n a r e t h e
r e s p o n s i b i l i t y o f t h e c u s t o m e r .
C o m p l e t i o n C r i t e r i a
T h i s t a s k w i l l b e c o n s i d e r e d c o m p l e t e w h e n a l l C u s t o m e r m o d u l e s i d e n t i f i e d i n t h e S O W h a v e b e e n
c o n v e r t e d i n t o t h e S u p e r i o n O N E S o l u t i o n s y s t e m s u c c e s s f u l l y a t t h e t i m e o f G o L i v e . E a c h c o n v e r t e d
m o d u l e w i l l h a v e i t s o w n s e p a r a t e T a s k C o m p l e t i o n s i g n o f f w h e n c o m p l e t e d a n d a f i n a l S O W T a s k
C o m p l e t i o n s i g n o f f f o r m w i l l b e s i g n e d b y t h e C u s t o m e r P r o j e c t M a n a g e r a f t e r t h e S u p e r i o n s y s t e m h a s
b e e n p u t i n t o l i v e p r o d u c t i o n
T a s k 7 : S y s t e m A d m i n i s t r a t i o n W o r k s h o p s a n d A u d i t s
S u m m a r y
S u p e r i o n e m p l o y s a b l e n d e d e n d - u s e r a n d t r a i n - t h e - t r a i n e r a p p r o a c h . S u p e r i o n o f f e r s t w o c o r e c o u r s e s
d u r i n g t h e i m p l e m e n t a t i o n p r o c e s s ; S y s t e m A d m i n i s t r a t i o n W o r k s h o p s ( S A W ) o n e a c h m a j o r a p p l i c a t i o n
a n d e n d - u s e r c l a s s e s . W o r k s h o p s c a n b e h e l d i n K e y B i s c a y n e o r S u p e r i o n ' s o f f i c e s .
2 1
V i l l a g e o f K e y B i s c a y n e , F L
C o n f i d e n t i a l M a r c h 2 0 1 7
System Administration Workshops
The Training process includes extensive product training to prepare your staff in the use and
maintenance of the proposed applications. We provide training prior to Go Live, as well as ongoing
training, to ensure your staff is proficient in performing their duties in the new system. At each training
event, materials are provided.
SAWs are designed to instruct the Agency's build team on how to configure their systems, build code
tables and pick lists, learn troubleshooting skills, plus software and database maintenance. This course is
essential for the application administrator of the primary Agency in a multi -Agency installation.
The ability to build and configure code tables allows customization of the solution significantly reducing
the need for costly custom development items. System Administration classes are followed by a series of
audits.
The SAW courses beino proposed for this implementation are:
COURSE DURATION NUMBER MAXIMUM PREREQUISITES METHOD OF TARGET
OF PARTICIPANTS DELIVERY AUDIENCE
CLASSES
CAD System
Application
Workshop
4 days
1
4-6
Expert
knowledge of
911 and/or patrol
operations,
authority to
make
configuration
decisions
Classroom
with hands-
on computer
Build team
representatives
for CAD
implementation.
Representatives
of every service
using the system
should attend
RMS System
Application
Workshop
4 days
1
4-6
Expert
knowledge of
911 and/or patrol
operations,
authority to
make
configuration
decisions
Classroom
with hands-
on computer
Build team
representatives
for RMS
implementation.
Representatives
of every service
using the system
should attend
MFR System
Administration
Workshop
4 days
1
4 — 6
Expert
knowledge of
911 and/or
mobile, and
patrol
operations,
authority to
make
configuration
decisions
Classroom
with hands-
on computer
Build System
Administrators
and Key
Personnel
responsible for
MFR System
configuration and
maintenance.
Representatives
of every service
using the system
should attend
Audits
During the system configuration process (System Administration Workshops), which takes place between
Installation and training, Superion will conduct a series of data audits assessing application configuration
progress for maps, CAD, and RMS. Audits are conducted separately for each application at three points
in the system configuration process, initial (shortly following System Administration Workshop),
intermediate (when configuration is approximately 50% complete) and final (when configuration is nearly
complete, prior to end -user training).
During the audits, a Superion Consultant will access the Customer server via a secure remote connection
to review a substantial sample of the data (e.g., Statute Codes in RMS) and configuration settings. The
goal is to identify patterns of errors that could adversely affect application functionality at Go Live. The
auditor writes a report and conducts a follow-up conference call specifying areas for further work or
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Village of Key Biscayne, FL
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correction. The auditor provides recommendations for corrective action by the Superion Consultant
leading the assisted build process on the pertinent application.
Roles and Responsibilities
Superion:
• Provide an overview of expectations for the SAW
• Schedule resources and provide training materials
• Instruct the Customer project committee on audit goals and preparation
• Conduct periodic remote data audits (three each for applications purchased) to identify potential
errors for examination and possibly correction by Superion
• Provide a summary report to the Project Managers and review the results on a conference call
with the Customer project committee
• Correct issues identified in the audit pertaining to items Superion is completing as part of the
assisted build process
• Superion Roles participating in this task
o Project Manager
o Lead Technical Consultant
o Lead RMS SME
o Mapping Specialist
Customer:
• Provide resources with decision making authority to attend SA Workshops and an IT
representative
• If workshops are held at customer site, prepare a classroom with workstations including one for
the instructor with projector and white board
• Complete all tasks required in preparation for each audit, following instructions provided by the
Superion Consultant
• Review audit results provided in writing and during the conference call with the Superion
Consultant
• Correct any issues that are the Customer responsibility (e.g., typos in data fields)
Completion Criteria
An audit is considered successfully completed when the Superion Consultant has reviewed written and
verbal feedback with the Customer project committee, and all identified issues are addressed and, if
necessary, corrected. All planned audits for an application must be complete before end -user training
begins. After each audit, an SOW Task Completion form will be authorized and signed by the Customer
Project Manager.
Task 8: System Training
Based on 35 years of experience implementing solutions for the public safety and public administration
markets, Superion believes end -user training is the best approach for the CAD application to ensure
consistency of training for all users of this critical function. RMS and Mobiles, are better suited to a Train
the Trainer approach. During the planning stage, a mutually agreed upon training plan will be completed
with Superion and Key Biscayne.
Training on each major application (ONESolution CAD, RMS, MCT, MFR, Internet and some add-on
modules) progresses in three phases: Maintenance (System Administrator), Train the Trainer/End User,
and post Go Live refresher. Superion consultant/instructors will conduct all classes itemized in the
Software License and Services Agreement according to the preliminary agendas as outlined under this
SOW.
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Village of Key Biscayne, FL
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The plan will incorporate the training plan activities into the project plan. Superion's Training Manager
monitors all courses and provides oversight and direction to the Village's training effort through the
implementation.
On -going training is provided on site and through remote means. The process includes extensive product
training to prepare your staff in the use and maintenance of proposed applications. The majority of
training is provided prior to go -live with some courses, refreshers and those requiring current data,
occurring post -live.
User Classes
End -user classes are designed to provide interactive, hands-on skill development. Students receive
instruction on basic system techniques such as navigation, data entry, system searches, and report
generation. End -user training sessions are geared towards specific applications and those who use these
types of solutions on a daily basis based on job responsibilities. End -user training is conducted with the
Village's data, providing a better training experience. CAD training is delivered to the Call Taker/Dispatch
group as end -user training.
End -user training is conducted as close as possible to Go Live, while allowing time for all end -users to be
properly prepared once the applications are fully configured and ready for production. The timeframe for
completion is highly dependent on Village resources, especially the number of appropriate classrooms
and availability of personnel to attend or conduct training.
RMS end user classes will cover all add on modules purchased by the Agency and include:
• Accident
• Applicant Tracking
• Bike Registration
• Daily Activity
• Detective
• Vehicle Maintenance
• Link Analysis
• Ordinance
• Property and Evidence
• Parking Tickets
• Professional Standards
• Quartermaster
• Residential Security Watch
• Training
24
Village of Key Biscayne, FL
Confidential — March 2017
SUPERION
The training plan will lay out the specific durations for those classes which typically run for 4 — 6 hours and can
be delivered remotely or onsite. Some add-ons such as Mugshot and Property and Evidence which require
additional hardware set up and configuration will be done on site with one day allocated to set up those
components and one day to train users.
A sample of DroDosed Suoerion led end user classes include:
COURSE
DURATION
# OF CLASSES
PREREQUISITES
METHOD OF
DELIVERY
TARGET
AUDIENCE
CAD User
Training
(10 users per
class with
added space
for any make
ups)
4 day
4
Dispatch experience
Classroom with
hands-on
computer
911 operators
and supervisors
Command
Staff Training
1 day
1
Microsoft Windows
proficiency
Classroom with
hands-on
computer
Senior
Command Staff
RMS User
Add-on
Training
0.5 to 1 day
per module
1
Familiarity with
department's
policies and
procedures
Classroom with
hands-on
computer
Data entry clerks
and records
supervisors
OpCenter
Training
0.5 day
1
None
Webinar
Admin and
Supervisors
Train the Trainer
Train -the -trainer classes are designed to prepare the Village's training staff for instructing on the proposed
applications. Built on a mentoring model, train -the -trainer classes allow time for both application instruction and
best practices training. The consultant -trainer leads internal teach backs, during which Village training staff
practice training on key aspects of the applications. The Consultant -Trainer provides constructive feedback for
best results and also provides and reviews instructional outlines and course materials. The Superion Project
Manager and Training Manager jointly collaborate with the Village's training staff and provide time and opportunity
to insert Village -specific content into the applicable training class material.
All train -the -trainer and end user classes are proposed to be provided during regular weekday business hours
(Monday through Friday between the hours of 7:00 a.m. — 7:00 p.m.). A training day will consist of an 8 -hour time
block.
The DroDosed train -the -trainer classes include the following:
COURSE
DURATION
# OF
CLASSES
PREREQUISITES
METHOD OF
DELIVERY
TARGET
AUDIENCE
RMS
Train -the -Trainer
8 days
1
Prior training
experience, excellent
communications and
computer skills
Classroom with
hands-on
computer with
teach back
Trainers who will
be conducting
RMS User Training
for records
personnel
MFR
Train -the-
Trainer
6 days
1
Patrol, deputy
experience and
training experience
Classroom with
hands-on
computer with
teach back
Municipality patrol
officers, deputies
equipped with
mobile computers
MCT
Train -the -Trainer
3 days
1
Patrol, deputy
experience and
training experience
Classroom with
hands-on
computer with
teach back
Municipality patrol
officers, deputies
equipped with
mobile computers
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) SUPERION
Roles and Responsibilities
Superion:
• Provide pre -approved RMS, CAD, MFR, and MCT
Insert Agency Name Here
Confidential
• Provide MCT and Message Switch Maintenance support for Customer Technical and Core Team staff
members as needed to assure proper flow with MFR.
• Superion training will be provided during normal business hours, unless otherwise identified and agreed
to in writing; typically from 8:00 a.m. - 5:00 p.m., not to exceed eight hours per 24 -hour period.
• Provide one complete set of printed materials as well as one soft copy of all training materials supplied for
this course. Customized Superion system documentation will be provided prior to training.
• Superion Roles participating in this task
o Project Manager
o Training Manager
o Lead Technical Consultants
o Training Team Leads
Customer:
• Collaborate with Key Biscayne Project Manager and Training staff to coordinate a training plan to be
integrated into the overall project schedule.
• Dedicate and assign personnel to attend the all system administration workshops without any
interruptions to perform normal work duties. Customer staff should be prepared to attend all identified
days of training and arrangements made to cover other normal work responsibilities.
• Customer Subject Matter experts will be allocated time to complete system administration configuration
activities as discussed during the training sessions. Superion trainers will conduct 3, 2 -part audits for
each application, with the exception of MCT, to assure configuration is accurate. Part one of each audit is
internal whereby the trainer will access Key Biscayne's database for the particular application for
evaluation. The second part of each audit will be a presentation of findings to the configuration team for
each specific application. Those Agency SME's responsible for the configuration tasks for their assigned
application will attend the audit presentations. Between audits, SME's may be required to make
adjustments to configurations. Section 10 of this document details further the audit process.
• Customer will provide the necessary classrooms, facilities, materials, copies of documentation, network
and lines to data terminals, personal computers and PC operating system software, and related
equipment to support training classes. This includes one full -function workstation per student, one full -
function workstation for the instructor, an LCD, a projection screen, a whiteboard and connectivity to the
server.
• Provide sufficient copies of the documentation supplied by Superion to support all students in the training
classes.
• Schedule attendees for all scheduled, upcoming classes; System Administration, Train the Trainer, End
User, Post live, and Refresher.
• CAD Training will train all users.
• Ensure that Customer personnel to receive CAD, RMS, and MCT System Administration training have the
prerequisite skill sets, operations knowledge base, and dedicated time to complete follow up tasks after
the completion of the training. These classes generally are attended by an IT representative with
responsibility for System Maintenance and Subject Matter Experts for each RMS and Jail operations.
Page 1
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"k),SUPERION
Insert Agency Name Here
Confidential
Completion Criteria
This task is considered complete when all scheduled application training has been completed.
Roles and Responsibilities
Superion:
• Instruct the Customer project committee on audit goals and preparation
• Conduct periodic remote data audits (three each for applications purchased) to identify potential errors for
examination and possibly correction by Superion
• Provide a summary report to the Project Managers and review the results on a conference call with the
Customer project committee
• Correct issues identified in the audit pertaining to items Superion is completing as part of the assisted
build process
• Superion Roles participating in this task
o Project Manager
o Lead Technical Consultant
o Lead RMS SME
o Mapping Specialist
Customer:
• Complete all tasks required in preparation for each audit, following instructions provided by the Superion
Consultant
• Review audit results provided in writing and during the conference call with the Superion Consultant
• Correct any issues that are the Customer responsibility (e.g., typos in data fields)
Completion Criteria
An audit is considered successfully completed when the Superion Consultant has reviewed written and verbal
feedback with the Customer project committee, and all identified issues are addressed and, if necessary,
corrected. All planned audits for an application must be complete before end -user training begins. After each
audit, an SOW Task Completion form will be authorized and signed by the Customer Project Manager.
TASK 813: Mock Go Live
Prior to Go Live, a Mock Go Live will be conducted within the CAD, RMS/MFR, , and Mobiles environment. During
the Mock Go Live the sequence of events that will be used when the solution is brought online in a production
environment will be tested. The intent of the Mock Go Live is to ensure interoperability and intended business
operation validation. Identified issues are tracked and prioritized for resolution.
Roles and Responsibilities
Superion:
• Conduct a Mock Go Live of the CAD, RMS, and MCT environment using the procedures to bring the
RMS/MFR environment into production
• Provide a summary report to the Project Manager and review the results on a conference call with the
Customer project committee
• Document all issues and prioritize for resolution prior to Go Live
• Correct issues identified in the audit pertaining to items Superion is completing as part of the assisted
build process
• Superion Roles participating in this task
o Project Manager
o Lead Technical Consultant
o Lead RMS SME
o Lead Mobile SME
Page 2
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) SUPERION
Insert Agency Name Here
Confidential
Customer:
• Review Mock Go Live results provided in writing and during the conference call with the Superion
Consultant
• Correct any issues that are the Customer responsibility
The Mock Go -Live processes will be considered completed when: (1) Mock Go -Live process has been conducted
on the CAD, RMS/MFR, and MCT environment; (2) Superion and/or Customer has identified and documented
any outstanding system issues as a result of using the testing; (3) A review of the Mock Go —Live checklist and
outstanding issues has been reviewed by Superion and Customer staff during the onsite Mock Go -Live process.
Upon the conclusion of the onsite Mock Go -Live process, an SOW Task Completion form will be authorized and
signed by the Customer Project Manager, indicating the completion of this task.
TASK 9: Go Live
Superion will provide onsite Go Live support services. The Go -Live strategy is to take the customer live with all
products (CAD, RMS/MCT) in step phased manner unless a phased approach has been agreed upon. The Go
Live team will commence with a kickoff meeting the day prior to the Go Live to review the Go Live plan and
activities to take the Agency into production. Once the Agency is on-line, Superion staff will remain available 24x7
for a period of 3 days. The following Superion Go -Live support services are included as part of this Agreement:
Roles and Responsibilities
Superion:
• Review Customer Go Live preparation checklist with the Customer Project Manager and Project
Committee 10-15 business days prior to Go Live.
• Plan Superion staff onsite coverage schedule for extended Go Live support. Superion support coverage
will be outlined in a detailed cutover plan to be provided to Customer not less than 30 days prior to Go
Live.
• Complete onsite technical preparations the day prior to Go Live, including deleting all test data from the
production environment and copying the final Go Live configuration to the training environment.
• Meet with Customer project committee and Go Live team to discuss schedule of events and final
customer preparations.
• Provide onsite Go Live support for the Customer Project Manager, Project Committee, and/or end users
as directed by the Superion Project Manager.
• Outline an issue reporting procedure to be followed by all Superion and Customer staff during cutover
activities. Maintain a log of all outstanding issues and identify each of their priorities and responsible party
assignments.
• Escalate any issues requiring immediate resolution, add non -critical issues to a punch list to be managed
by the Superion Project Manager and resolved by the Superion implementation team.
• Conduct a daily de -briefing at shift changes to bring all supervisory and team leads up to date on
outstanding issues.
• Superion Roles participating in this task
o Project Manager
o Lead Technical Consultant
o Lead RMS, CAD Mobiles Trainers and Technicians
Customer:
• Complete all tasks on the Customer Go Live preparation checklist in the designated timeframes.
• Meet with Superion onsite team the day prior to Go Live to discuss schedule and final preparations.
• Customer Project Manager and project committee provide onsite support and assistance throughout Go
Live event.
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) SUPERION
Insert Agency Name Here
Confidential
• Bring any application or hardware issues to the attention of the Superion onsite team for prioritization and
resolution according to the issue reporting procedures outlined in the cutover plan.
Completion Criteria
Application is placed into live operations at the Customer site and Superion staff has provided onsite assistance
according to the services outlined in the Agreement and SOW. A SOW Task Completion form will be authorized
and signed by the Customer Project Manager indicating this task has been completed.
Task 10: Transition to Product Support
After Go Live on each application, Superion transitions responsibility for assistance on that application to Product
Support. The Superion Project Manager and the appropriate Product Support team leader hold an introductory
call to introduce Support guidelines and personnel to members of the Customer Project Committee and/or other
key agency personnel who will be authorized contacts for Superion Product Support. The Superion Project
Manager and implementation team continue to own responsibility for tracking and resolving any
application/system issues identified prior to or at Go Live, providing continuity to assure timely closure.
Once all applications are live and all urgent and critical issues resolved (i.e., the reliability test is complete), a final
hand-off from the Project Manager to Product Support and the assigned Superion Client Success Executive takes
place. From that point on, Product Support and the Client Success Executive become the primary points of
contact between the Customer and Superion.
Page 4
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) SUPERION
APPENDICES
Insert Agency Name Here
Confidential
APPENDIX A: Village of Key Biscayne Project Status Report
The report below is representative of a weekly status report, Superion uses OneNote to
prepare and distribute the information below.
Status Report for reporting period: (date) to (date)
Status Meeting Schedule:...bi-weekly beginning (day of week), (date), at (time)
Overall Project Status Code: (example
= Green / Steady)
Status Code definitions:
schedule
Expected Change definitions:
GREEN = on schedule, no significant
issues
.(ELLOW = potential impact to
RED = project significantly behind
schedule
Improving = future performance expected to
improve
Steady = future performance is expected to remain
the same
Declining = future performance is expected to be
worse
Action Plan to return to GREEN:
Project Start Date: (date)
Date of Report: (date)
Expected Close Date:
(date)
Project Overview:
Current Delivery Phase(s): (i.e. Apps build)
Milestones Completed to Date:
•
Customer Stakeholders
Superion Project Team
Project
Manager
(name)
Project Manager
(name)
Technical
Contact
(name)
Technical
Specialist
(name)
Other SA
(name)
MCT/Maps
Specialist
(name)
RMS SA
(name)
RMS Specialist
(name)
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) SUPERION
1
Insert Agency Name Here
Confidential
GIS/Maps
Contact
(name)
Other SA Trainer
(name)
Other
(name)
RMS SA Trainer
(name)
Major Accomp ishments in this Reporting Period:
• (list)
Activity scheduled
• (list)
during next Reporting
Period:
Activity scheduled
• (list)
during the following Reporting
Period:
Issues Logged:
• (list)
Risks Logged:
• (list)
Changes Logged:
• (list)
Other Notes:
Page 6
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) SUPERION
APPENDIX B: Risk and Issues Log
Below is a sample of the Risk and Issues Log
Insert Agency Name Here
Confidential
i r
SUNGARO P, B. IC EC -O+
Color Code
Little or No Risk
Medium Risk
Risk and Issues Log
Hi: h Risk
Primary Secondary
Item # Risk or Issue Status Probability
Assignment Assignment
Week of Week of Week of
Week of
Week of
Week of
Week of
1 Risk
Page 7
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SUPERION
APPENDIX C: Change Request Form
Insert Agency Name Here
Confidential
Contract Change Request
Customer:
Superion Project
Manager:
Superion Account
Executive:
Customer
Contact:
Name
Title
Address
Email
Phone
Fax
PRODUCTS/SERVICES
deleted. An amendment
DELETED: The following have been requested to be terminated or
will be required.
Qt
y
Item #
Superion Applications, Hardware, 3rd
Party Software, Services.
Agreement/Q
uote #
Reason for
Request
Date
PRODUCTS /SERVICES ADDED: The following have been requested to be added: (please
include Quote showing descriptions, pricing). An Amendment, Add -Quote or Supplement
will be required.
Qt
Item #
y
Superion Applications, Hardware, 3rd
Party Software, Services
Agreement/Q
uote #
Reason for
Request
Date
1
ALL CREDITS WILL BE APPLIED TO FUTURE LICENSED PROGRAMS ONLY.
For Finance Use Only: Finance Amendment Information Form (To be completed by Finance for approvals)
Qt
y
Licensed Program(s)/
Services:
Billed
Paid
Recognized
Revenue
Hit
Finance Contact
ADDITIONAL COMMENTS:
Page 8
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) SUPERION
Insert Agency Name Here
Confidential
Superion
Approval
Vice President
Director of
Services
Accounting
Contracts
Services
Authorization:
This Change Order is considered valid once both parties have signed this document. Its effective
date shall be the most recent date of the two signatures.
Customer
Authorized
Signature
Superion
Project
Manager
Printed Name
Signature
Date
Page 9
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SUPERION
Insert Agency Name Here
Confidential
APPENDIX D: Proof of Delivery
PROOF OF DELIVERY
Location of This Event:
Misc. Notes:
The following
PS:
products
and/or services have been installed and/or delivered by
Superion
Qty
Product #
Hardware and 3rd Party Software
Date
Qty
Product #
Application Software
Date
Qty
Product #
Implementation Services
Date
Qty
Documentation Provided
Date
PM NOTES
N/A
ACKNOWLEDGEMENT
Note: This document reflects an acknowledgement of the receipt of the above items.
This document does not diminish the terms of the contract.
Customer
Representative
Superion PS
Representative
Printed Name
Signature
Date
Page 10
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) SUPERION
Insert Agency Name Here
Confidential
Agency
Task / Event
Agency PM
Superion PS PM
Service
Date(s)
Customer Number /
Quote Number
Primary
Employee
Assisting Employee (s)
Project Management Template 2016
Page 11
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) SUPERION
Insert Agency Name Here
Confidential
APPENDIX E: Training Course and Long Descriptions
CAD
CAD Maintenance Training (System Application Workshops)
Course Description
System Administration Workshops are designed as hands-on workshops to kick off the application configuration
process for designate project team members. Topics include building code tables, picklists, system settings, and
assignment of security permissions. SAW classes are limited to six participants and should be attended by
System Administrators who will be responsible for maintaining user information and code tables as well as area
subject matter experts with decision making authority in the specific application area. Class time is dedicated to
beginning the building process under the guidance of the assigned Superion Training, as well as to discuss
Superion recommendations regarding potential configuration options, identified during discovery.
Course Duration
4 days onsite with 1 day for preparation and follow up
Learning Outcomes
Upon completion of the course, participants will have been instructed in the following:
• Major functions performed in each window ONESolution CAD
• Building and maintaining CAD code tables
• Identifying corresponding map layers
• Selection of system options and settings
• Building users and assigning security rights
• Identify necessary changes to department policies and procedures
Target Audience
Customer will dedicate and assign up to 6 personnel to attend SAW training without interruption. These
attendees will also be responsible for system configuration tasks and activities post training.
Prerequisites
• Customer will provide all necessary classrooms, facilities, documentation, networks and lines to data
terminals, personal computer and PC operation system software, and related equipment to support
training classes. This include one full function workstation per student and one full function workstation
for the instructor, an LCD, project screen, whiteboard, and connectivity to the server.
• Ensure attendees have the prerequisite skill sets, operations knowledge, and dedicated time to complete
the follow up tasks after training completion.
Items to bring to class
• Hard copies of the CAD maintenance guide provided by Superion
• Materials for note taking
• Printed copies of maps of participating agencies' entire jurisdiction
• Master Street Address Guide
• District, beat, or station assignments for department responses
• Completed worksheets, provided in advance by Superion for city codes, agency codes, nature codes,
cancel codes, disposition codes, out of service codes, wrecker cancel codes, 10 codes
• List of agency employees
• Additional information such as response plans, reporting areas, groups, SOP's, business listing, dispatch
protocols, wrecker company listings and rotation lists.
CAD User Training
Course Description
Focuses on using ONESolution Computer -Aided Dispatch software to enter and dispatch calls for service
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) SUPERION
1
Insert Agency Name Here
Confidential
Course Duration
Four days plus a day of prep/follow up
Learning Outcomes
Upon completion of the course, participants will have been instructed in:
• Entering calls for service following standard department policies and procedures
• Dispatching and monitoring units following standard department policies and procedures
• Using searches and reports to retrieve data on past events.
Target Audience
Varies by agency needs; please consult the Superion Project Manager. In general, this class is appropriate for
tele-communicators and supervisors. Superion recommends that a representative of the agency that attended
CAD maintenance training attend each user class.
Number of Participants
10
Prerequisites
Participants should be proficient at handling calls and dispatching units following current department procedures.
Participants should be experienced users of the Microsoft Windows operation system.
Items to Bring to Class
Training focuses on hands on activities using a computer workstation and keyboard. Superion asks participants
to bring the following:
• Materials for taking notes
• Hard copies of the CAD user guide printed by your department
• Department policy and procedure information
CAD Resource Monitor Web Training
Course Description
Instructor led webinar for end users of CAD Resource Monitor view only application. Class consists of
demonstration and step-by-step instructions for viewing CAD information and creating reports.
Course Duration
One session of up to 4 hours
Learning Outcomes
Upon completion of the course, participants will have been instructed in the following:
• Viewing information from ONESolution CAD accessible within CAD Resource monitor
• Running reports available in CAD Resource Monitor
Target Audience
View only users such as Command Staff, 911 supervisors/managers, or crime analysts who monitor activity in
CAD and/or have significant needs for access to statistical information but do not require data access.
Number of Participants
10
Prerequisites
Some familiarity with ONESolution CAD is helpful but not mandatory
Items to Bring to Class
• Materials for taking notes
Page 13
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) SUPERION
Insert Agency Name Here
Confidential
Mobile Field Reporting (MFR) Maintenance Training
Course Description
Focuses on setting up Mobile Field Reporting (MFR). A training specialist assists key personnel from your
agency with procedures to configure the server and individual computers, as well as to select settings reflecting
the business practices of your department.
Course Duration
1 day (7 contact hours)
Learning Outcomes
• Describe the flow of information throughout the report submission and supervisor review processes
• Identify folders and server file structure required for operation of MFR
• Configure system -wide and local settings
• Set-up MFR on laptops
• Determine necessary changes to department reports submission and supervisor review processes
Target Audience
• Varies based on your agency's needs. Please consult your Superion project manager. In general, this
class is appropriate for
• System administrators responsible for initial set-up of MFR (including configuration of laptops) prior to Go
Live, as well as maintenance of the application. (Required)
• Agency decision -makers, including police personnel with authority to set department policy on supervisor
groups and review. (Required)
• Records supervisors or other employees knowledgeable about department record processing
procedures. (Highly recommended)
Prerequisites
Participants should be familiar with department policies and procedures and be experienced users of MS
Windows.
Items to Bring to Class
• Materials for taking notes
• Hard copies of the MFR Maintenance Guide (printed by your department)
• Plan for assignment and deployment of laptops
• List of department unit numbers
• Information on current processes for report submission and approval (including report manual, if any)
• Department policy and procedure manuals (e.g., IS/IT, police)
• Copies of agency reports and forms (incident, accident, arrest, citation)
• Information on mobile computer hardware and wireless solution (GMRS/CJIN/VRM)
Mobile Field Reporting (MFR) Train the Trainer
Course Description
Prepares agency staff to use Mobile Field Reporting (MFR) to write, submit, and review, and approve/deny field
reports. The course includes training on MFR functionality for all purchased modules. Activities include writing,
IBR/USR error checking and submitting reports for review. The course also include instruction for supervisors
who will be reviewing and either denying or approving reports.
Course Duration
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) SUPERION
Insert Agency Name Here
Confidential
56 hours over 2 weeks with week 1 focusing on providing the functional information and week 2 involving teach
backs.
Learning Outcomes
Upon completing this course, participants will have been provided instruction in using MFR functions as included in
Superion's standard curriculum for MFT User Training using class materials Aprovided by Superion to enhance
training effectiveness
Target Audience
Agency Training Staff (Note: participants must be available to attend both weeks of training. Substitutions cannot
be made between Weeks 1 and 2)
Number of Attendees
1 class with 4 — 6 students
Prerequisites
Participants should have technology and law enforcement skills.
Items to Bring to Class:
• Materials for taking notes
• Hard copies of the MFR User Guide (printed by your department or available electronically)
Record Management System (RMS) Maintenance Training
Course Description
Focuses on setting up and maintaining the Records Management System (RMS). A training specialist advises
key personnel from your agency on how to select codes and settings to work effectively with your department's
policies and procedures.
Course Duration
4 days (28 contact hours)
Learning Outcomes
Identify department -specific uses for each RMS module
Set up code tables (including state -specific statutes and pick lists for UCR/IBR reporting)
Select agency and system configuration settings
Identify necessary changes to department policies or procedures
Target Audience
System administrators responsible for setting up RMS prior to Go Live and/or maintaining the live system
(Required)
Page 15
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Insert Agency Name Here
Confidential
Agency decision -makers: the core team involved in establishing business practices and procedures, including
record -processing, report submission, and police operations (Required)
Personnel knowledgeable about state report submission requirements (e.g., UCR/IBR, arrest, accident) (Highly
recommended)
Personnel knowledgeable about department policies for processing property and evidence (Highly recommended
if you will be using the RMS Property and Evidence module)
Prerequisites
Participants should be familiar with your department's current policies and procedures for data processing and
should be experienced users of MS Windows.
Items to Bring to Class
Materials for taking notes
Hard copies of the RMS Maintenance Guide (printed by your department)
Agency forms and reports (incident, arrest, citation, gun permit, accident, pawn ticket, recent UCR/IBR
submissions)
IBR/UCR statutes and NCIC property codes (very important)
Department policy and procedure information
Property room information: layout, procedures, receipts (if using RMS Property and Evidence module)
Record Management System (RMS) Training
TRAIN THE TRAINER
Course Description
Focuses on using Records Management System (RMS) to enter and retrieve law enforcement data. Class
includes hands-on product training and assistance designed to prepare agency training staff for conducting RMS
User Training
Course Duration
8 days (56 contact hours) per class over 2 weeks
1 class with 10 — 12 students
Learning Outcomes
• Enter data in all base RMS modules following department policies and procedures
• Use searches and reports to retrieve RMS data
Target Audience
Varies based on your agency's needs. Please consult your Superion project manager. In general, this class is
appropriate for data entry personnel, records supervisors, and investigators using case management tools.
Prerequisites
Participants should be familiar with your department's policies and procedures and should be experienced users
of MS Windows.
Items to Bring to Class
• Materials for taking notes
• Hard copies of the RMS User Guide (printed by your department)
• Copies of agency forms and reports (including but not limited to incident, arrest, citation, accident, pawn
tickets, gun permits, receipts)
• Department policy and procedure information
Additional Training Modules
The customer can opt for classes facilitated by remote instruction to be provided onsite. Travel and Expense
costs apply. If all personnel require training for add on classes, three sessions of each class are recommended to
afford a manageable class size to allow for participation and questions.
MODULE DESCRIPTION
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) SUPERION
Accident
4 hours
Bar Coding
6 — 8 hours onsite for
installations of the
equipment
Property and
Evidence 6 - 8
hours onsite after
installation of
equipment
Detective
24 hours
Bicycle
Registration
1 hour
Fleet Maintenance
4 hours
Parking Tickets
4 hours
Link Analysis
4 hours
Applicant Tracking
4 hours
Residential
Security Watch
4 hours
Internal
Affairs/Professional
Standards
12 hours
Daily Activity
4 hours
Accident Wizard
Insert Agency Name Here
Confidential
Designed to gather and print all information required on state -specific accident
reports providing access to the OSD RMS involvement subsystem and
established relationships between other RMS modules, such as name and
vehicle, making this an efficient and powerful investigative tool.
Allows for batch processing, disposition, chain of custody transactions, and
inventory functions with various modules like Asset Management and Property
and Evidence
Track and keep inventory of property stored in an evidence environment
Covers gathering, analyzing, and displaying investigative information including
adding, updating, and querying information
Provides users with information necessary to enter, track, and maintain bicycle
ownership records.
Used to record and report on scheduled and sporadic maintenance done on the
agency's vehicle fleet.
Allows users to record and search the details of each issued parking violation,
including vehicle, owner, and violation information.
Investigators and crime analysts are allowed to construct and view diagrams of
RMS data in this module. Users can export and graph names, incidents,
vehicles, etc., allowing the module to optimize the objects and their relationships
for analysis and viewing
This module stores information about candidates applying for employment
This module records residential establishments and other locations that require
special monitoring. Patrol activities are recorded for each location.
This module supports collection of citizen complaints and inquires, departmental
complaints, injuries, pursuits, use of force events and fleet vehicle accidents.
Provides a place to record all activities officers perform. At the end of the work
shift, records are submitted from MFR and transferred to RMS.
Transforms the complex task of creating detailed Visio® diagrams into a simple
step-by-step process. Accident diagrams may be intricately detailed and scaled
drawings or basic roadway and vehicle sketches. Drawings of high accident
locations may also be saved as templates to be used for future accident
diagrams.
Page 17
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SUPERION
Quartermaster
8 hours
Insert Agency Name Here
Confidential
Facilitates tracking agency -issued property and has inventory maintenance and
order placement components. It uses barcode technology to assist the order -
filling process, generates reports on items at or below reorder point, tracks
historical inventory issuance per item, and tracks preferred vendor information.
Training Employees' training history in the agency, including courses taken, earned
4 hours certifications including re -certification tracking, and earned titles are recorded in
this module. Reports can be generated to identify the type and course of training
needed based on certification requirements, type of equipment issued to
employees, and telephone/address lists for emergency contacts.
BASE RMS
Arrest Case Management Citations/Summons Crime Analysis
CrimeMatch Daily Bulletin Employee Field Contact
Demographics
Generic Permit Incident Offense Investigative Leads Investigator Dashboard
Mapping Master Location Master Name Master Vehicle
Miscellaneous Cash Multi -Jurisdictional Notifications Off -duty Employment
Receipts RMS Options Tracking
Standard Traffic
Police to Police Data Warning State Specific UCR/IBR System Auditing
Sharing Reporting
Tow Impound
UCR Property
Management
Warrants
Mobile Communication Terminal System Application Workshop
Course Description
This course focuses on configuration and maintenance of mobile computing devices running the Superion MCT
application. We will cover initial installation of the MCT client, Assignment of terminal identifiers provide b the
Page 18
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SUPERION
Insert Agency Name Here
Confidential
Message Switch administrator, configuration requirements for mobile connectivity, and agency specific
configuration options within MCT application.
Course Duration
Eight hours
Learning Outcomes
Upon completion of the course, participants will have been instructed in:
• Various components of the mobile solution
• Developing a methodology for requesting and configuring terminal identifiers
• Installing and configuring of the MCT client application
• Basic principle for capturing logs and troubleshooting communication problems
• Understanding reasons a mobile update might be necessary and the available options for completing the
process
Target Audience
This class is appropriate for administrators responsible for the mobile computing environment. The MCT
administrators will typically be responsible for installing, configuring, and troubleshooting hardware, software,
and communication problems in the mobile environment.
Prerequisites
Participants should be familiar with mobile computing technology in use at your agency including vehicle
mounted hardware and/or software necessary for mobile connectivity. Individuals should be familiar with the
following concepts:
• Microsoft Windows operating systems
• TCP/IP network communication and troubleshooting, including Firewall and VPN solutions
• Mobile computing technology specific to your agency and how that equipment will securely exchange
packets over public and private IP networks to allow mobile devices to communicate with the
Message Switch server over specific ports and protocols.
Items to Bring to Class
This course will involve instructional lecture followed by hands-on activities to install and configure the MCT
application for a subset of mobile devices. You are requested to have the following available for the duration of
the class:
• Note taking material
• Department policy and procedure information as it relates to mobile computing
• Up to a total of five mobile computers running Microsoft Windows on which the MCT application is
installed and configured as part of the class. Mobile computers used for this activity should be configured
for the wireless connectivity solution that will be used in the production environment to ensure proper
configuration.
Mobile Computer Terminal Training
Course Description
Prepares agency training staff to conduct MCT user training for additional agency personnel. Course includes
training on MCT functionality as well as assistance in developing skills for training personnel. Activities include
reviewing instructor materials and conducting internal teach -backs on core application functions.
Course Duration
Three days onsite plus one day of preparation and follow up
Learning Outcomes
Upon completion of the course, participants will have been instructed on the following:
• Demonstration, explanation, and performance of MCT functions as included in Superion's standard
curriculum for user training
• Use of instructor outlines and class materials provided by Superion to enhance training effectiveness
• Identification of best practices for training end users on key functionality in MCT
Page 19
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) SUPERION
Insert Agency Name Here
Confidential
Target Audience
Agency training staff. Note that participants must be available to attend all three days of training. Substitutions
cannot be made on days 2 or 3.
Maximum Number of Participants
6
Prerequisites
Participants should have extensive presentation, technology, and law enforcement skills. Previous training
experience in a public safety setting is preferred.
Summary of Activities
Activity
Description
Duration
Key Staff
Project Management
(remote or onsite as
needed)
Discovery
Installation
RMS Maintenance
Training
MFR Maintenance
Training
MFR User Training
RMS User Training
Go -Live Support
Services for project
coordination and
management
Technical and RMS
Operations review and
documentation
Installation of
hardware, software,
peripherals, and
interface verification
Training for system
administrators and
those responsible for
system configuration
Training for system
administrators and
those responsible for
system configuration
Training of individual
users
Training of individual
users
Onsite support during
go -live
Duration of the project
as defined in the
contract
3 days onsite
5 days doc. Prep
.50 day customer
briefing
16 days
4 days onsite plus one
day for prep and follow
up
4 days onsite plus one
day for prep and follow
up
3 days onsite for each
class
3 days onsite for each
class
3 days onsite
Superion Project
Manager
Superion Sr. Trainers
Superion Technicians,
Customer
Superion Trainer
Superion Trainer
Superion Trainer
Superion Trainer
Superion PM, Trainer,
Technicians
Page 20
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1
) SUPERION
APPENDIX F: SOW Completion Form
Insert Agency Name Here
Confidential
Customer Name:
Date:
Contract:
Superion has completed Task # , Task Description: of the
Statement of Work (SOW). Completion of this task represents a major project event by
signature below, the Customer acknowledges this task has been successfully completed.
Authorized Customer Signature
Printed Name:
Signature:
Date:
Page 21
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1
Appendix G: GIS Supplemental Information
GIS SOFTWARE SUPPLEMENT
Insert Agency Name Here
Confidential
Customer is solely responsible for providing SunGard with accurate and complete data in connection with any Component
Systems and SunGard services relating to Geographic information Systems ("GIS"), maps or other geographic analysis.
Customer must provide SunGard with accurate GIS resources and accurate data in an ASCII EOO format file or
Shape (SHP) format file for street centerlines containing:
• Block ranges (address ranges are required)
• Street names
• Street prefixes
• Street suffixes
• Jurisdiction/City Code
Customer, and not SunGard, is solely responsible for the accuracy of Customer's street inventory and all attribute data
associated with street segments. Common data errors and inaccuracies include:
• Missing streets
• Missing street segments
• Missing intersections
• Errors in street names, street prefixes and street type
Without limiting Customer's obligation to provide accurate data, SunGard will return to Customer a list of the logical errors
discovered by SunGard when Customer's street inventory and attribute data are reviewed by SunGard's editing/data
validation utility tool ("Validation Tool"). The Validation Tool checks for the following logical errors:
• Address range undershoots
• Address range overshoots
• Missing street names
• Missing street ranges
Customer, and not SunGard, is solely responsible for correcting all errors and ensuring the accuracy of all GIS provided
data. Customer is additionally responsible to digitize all required map layers to support the Public Safety GIS-based CAD
and RMS subsystems.
Page 22
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r1
Insert Agency Name Here
Confidential
APPENDIX H: General Project Conditions
Applies to Entire Project
Item 1 This agreement is based on the assumption that a Windows 2000 or higher domain is already in
place and functional. If not, the Customer is required to provide all necessary equipment and
services for implementation.
Item 2 The customer shall provide a certified TCIP/IP network with all communications equipment and
any other required components. The cabling of this network, installation of punch down panels,
hubs, routers, etc. will be the responsibility of the Customer. Additionally, the Customer is
responsible for acquiring software that is needed for monitoring and maintaining the network.
Customer must provide remote access to its facility using a Superion approved remote access
client so Superion can perform the support obligations and/or services under this agreement; and
will provide appropriate security access and accounts for Superion staff and each session
participant.
Item 3 Superion always recommends the highest performance connection for all LAN and WAN
connections. Listed below are Superion's recommendations in order of highest throughput:
• 1 Gb CAT5 (LAN) or Fiber (WAN)
• 100 Mb CAT5 (LAN) or Fiber (WAN)
• 10 Mb CAT5 (LAN) or Fiber (WAN)
• Line of Sight technology
Item 4 All RMS Workstations must be connected to a 10 Mb/sec or faster TCP/IP LAN. Superion
recommends a 100Mb/sec Switched LAN for optimum performance.
Item 5 If applicable, all CAD workstations must be connected to a dedicated 100 Mb/sec switched
TCP/IP LAN
Item 6 The customer is responsible for the physical placement of all CAD and RMS workstations and
certifying that they are operational on the customer's network. Superion will load our CAD, RMS
software on up to 5 workstations and train the customer on the loading process.
Item 7 Superion's CAD Application Software interfaces with the E911 telephone switch via an RS -232
Serial Cable. The Customer must provide this cable (with accurate pin -outs) to connect their
E911 ALI Controller's CAD Port to the Superion Services Workstation's serial port. The
maximum length of this cable is 50 feet. In the event that a single CAD Server is servicing
multiple communication centers (one CAD server and multiple E911 ALI sources), a Superion
Services Workstation will be required for each PSAP for proper ALI functionality. The Customer
must have also provide Superion with accurate ALI interface data formats from their E911
Vendor.
Item 8 In acquiring Superion's Message Switch and Mobile software, the customer is responsible for all
of the associated costs for wireless, WAN, and LAN communication with the local
provider/State/NCIC networks. They may include the following:
• Dedicated Line
• Any encryption to meet State and FBI requirements
• DSU to State
• Any wireless carrier charges and setup
• Any installation charges
• Recurring chargers or costs
• Surcharges by State
Item 9 The customer shall implement an Uninterruptible Power Supply system for all servers
and all CAD workstations. This can be at the machine level or at the site level. Superion
recommends the use of an enterprise level master UPS and external generator for all
power backups.
Item 10 Superion software is designed for use with laser jet printers for report output in order to utilize
wider margins available. Report output on non -laser printers (inkjet, dot matrix, etc.) may be
adequate but not guaranteed by Superion.
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Item 11
Insert Agency Name Here
Confidential
Hyper -V Environment Platform
Infrastructure Overview:
The server hardware may be made up of physical servers, virtual servers or a combination of the
two, provided, however, that the following conditions apply.
Customer and Hyper -V are responsible for selecting the appropriate Hyper -V application software
and solution.
Hyper -V support a set of certified operating systems and hardware. Customer and Hyper -V are
responsible for any interactions and/or issues that arise that the hardware or operating system
layer as a result of their use of Hyper -V.
The use of a Hyper -V adds software overhead which may impact performance or scalability. Any
statements made by Superion on expected product performance on a hardware platform cannot
be interpreted to apply to a virtual machine running on the same hardware platform. Customer
must allocate at least an equivalent amount of virtualized resources to the OSSI systems in order
to address performance issues. Hyper -V organization can provide information on how to tune
your environment to maximize the performance within a virtual machine. If a performance issue
is reported, the Hyper -V layer, as well as the software, will be suspect in the research. Any
research required on the Hyper -V performance will be the responsibility of the Customer.
Superion will use commercially reasonable efforts to investigate potential issues with OSSI
software running in conjunction with Hyper -V. Where issues are confirmed to be unrelated to the
Hper-V software, Superion will support its software in a manner that is consistent with support
provided when that software is running natively under the host operating system.
Required and/or optional software vendors may not support Hyper -V software. These vendors may require the
issue to be reproduced independently from Hyper -V software
Page 24
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) SUPERION
Insert Agency Name Here
Confidential
APPENDIX I: Data Conversion
Staffing and Experience
Superion has a full-time dedicated staff of data conversion developers who have performed
more than 125 data conversions from more than 40 different legacy CAD and RMS systems,
including at least 5 non-commercial (or "home grown") systems. Our senior data conversion
staff members have an average of five or more years' experience performing data conversions
full-time for Superion's ONESolution Public Safety product line. We have successfully
converted data from a wide range of formats including SQL Server, Oracle, DB2, Flat Files,
MS Access, DBF, DataFlex and others. In many cases our conversions have consolidated
data from multiple legacy systems and formats to our integrated product suite. We have
completed a significant number of data conversion projects for CAD, and RMS applications.
At Superion each conversion specification is tailored to meet the unique needs of the
customer. As part of our data conversion process, we conduct a thorough analysis of the
legacy data and use the results of that analysis to develop a conversion plan. The data
conversion plan is shared with the client and tailored to meet specific customer needs and
objectives. Once the plan is mutually agreed upon it is then executed to complete the
conversion module by module with client review and iterative feedback throughout the project.
Experience proves that this approach provides the best end result possible by keeping client
side data experts deeply involved throughout the conversion. After the iterative review and
feedback cycles confirm the data are acceptable for use by the client, a client representative is
asked to certify that they are happy with the results. This must be completed prior to the final
data conversion into the destination database. This ensures the final conversion results have
been reviewed and approved by the customer in advance. Once the final conversion has been
completed, the customer is provided a final opportunity to review the result and confirm the
result is consistent with the previously reviewed and certified results. Following this approval a
final data conversion project signoff is requested and the project is closed. After the final
conversion Superion remains committed to ensuring customer satisfaction through a period of
"direct to developer" post -conversion support followed by ongoing support in accordance with
the product support and maintenance agreement.
Conversion Options - Production; Archive or Hybrid Approach
Superion can deliver the results of data conversion in a variety of ways based on data quality,
objectives for future access and customer preference. Some converted data isn't ideally suited
for inclusion in a newly deployed production system. In those cases, we suggest considering
options other than conversion into a production environment. These options continue to
provide access to legacy converted data while maintaining complete separation from the
ONESolution production environment. The following conversion options and a few primary
factors that may affect your decision regarding the final destination of the converted records
are discussed here. When considering the best option for your agency, we recommend you
consider these factors: general quality and overall historical value of the data; past data
entry/capture/reporting practices; how converting data into a production system might influence
continuation of undesirable user behavior during the adoption of new processes in a new
system. If the legacy data is event centric (meaning it does not use a concept of "master
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) SUPERION
Insert Agency Name Here
Confidential
names" or grouping of records by individuals, but rather, by event) the end result of data
conversion into a name centric system may not produce an optimal result. Names can be
grouped (merged) after conversion but this process is not completely scientific, fool -proof or
automated. Much manual review and correction is often required. If the previous thoughts
generate concern we can perform an archive or hybrid data conversion. In these cases the
legacy data can be converted, either as a whole or in part based on date ranges, etc. to a
read-only "archive" environment.
Data converted by and into Superion products offers can be stored in a variety of ways to
ensure that archive data is accessible to those who need it and suitably located as determined
best for the agency. Law Enforcement records can be converted into an archive database that
may be access through a dedicated instance of the ONESolution RMS application suite as well
as through other integrated options such as mobile field units, automated queries for NCIC
connected clients and the Superion P2P data sharing application. The archive RMS
application environment would be configured to contain all of the same features and
functionality as the production RMS application providing a familiar user interface making
navigation and searching easy. Users may perform complex queries, print reports and utilize
the option reporting functionality against archive data in the same manner as the new
production ONESolution application suite. This provides a consistent user interface for legacy
data while maintaining consistency and integrity in the production RMS system. It eliminates
constant reminders of old or discontinued business practices or processes that may introduce
confusion otherwise. Active Directory integration can be used to allow a single set of sign -on
credentials for both environments.
A local RMS inquiry is automatically spawned when a user initiates an NCIC Person or Vehicle
query using ONESolution applications on NCIC connected workstations. The officer will
receive a summary response from the production RMS and the archive RMS database. This
allows the officer in the field to see all of the involvements for that person or vehicle with a
single query.
Archived data can also be made available through Superion's Police -to -Police (P2P) web -
based application. The archived database will appear as a separate entry on the list of
agencies in P2P. When a P2P user performs a query on any of the P2P query screens,
results are returned from both the archive and production databases. Some types of records
(such as names) found in the archive database can be imported into the production records
system via P2P when needed.
Agencies can further query historical archived data through external tools such as SQL
Management Studio, SQL Server Reporting Services (SSRS) and Crystal Reports. The
production and archive RMS SQL databases share the same database structure so queries
and reports designed for one database can be executed on the other.
In most cases, an archive or hybrid conversion approach is a perfect solution. Many legacy
systems didn't enforce strict relationships or IBR/UCR rules therefore many time legacy data
may not meet the quality standard customers expect from a fully integrated solution. You will
have ample opportunity to review and discuss the desired approach with your implementation
and data conversion team members early in the conversion process.
Page 26
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Data Conversion Methodology
Party Responsibilities
Insert Agency Name Here
Confidential
Superion will provide the following:
1. A detailed scope of work (SOW) for the proposed data conversion to be reviewed and
signed by the customer prior to the start of the project.
2. A project manager and assigned conversion staff for the conversion project
3. Application Installation Consultant (AIC) to serve as a technical resource as needed for
setup of the conversion environment and for troubleshooting advanced problems
4. Data converted in accordance with the SOW into an environment on the Customer's
network (such as a "conversion" environment) to allow the Customer easy access to the
converted data for the purpose of completing quality review
5. Data Conversion Module Acceptance forms at the completion of each module. This
acceptance must be received from the customer before data conversion can proceed to
other modules and before converted data can be loaded into the final destination.
The Customer is responsible for providing the following:
1. Source data in one of four data formats: SQL Database, DBF, Access database, Excel
spreadsheet, or delimited text file. Superion will assist with this process as is reasonable
and prudent, but ultimate responsibility for this task remains with the customer.
Superion will not procure or provide third party tools, software or services to extract
legacy data unless specifically contracted to do so.
2. A data dictionary or equivalent documentation to assist mapping data elements between
the legacy system and Superion's database. If documentation is not available, the
Customer agrees to provide a dedicated subject matter expert to produce screenshots
from the legacy system as requested to assist with accurate mapping of data elements
between systems.
3. A full-time primary System Administrator (SA) and a backup System Administrator
reasonably available and reachable for business process knowledge and as a path to
obtain solid decisions related to the data conversion.
4. A knowledgeable individual or team reasonably available to answer questions during
the course of the data conversion project. These individuals must be empowered to
make decisions and provide information related to the data conversion project.
5. Concise, complete & timely review and written feedback identifying all discrepancies in
converted data throughout the review iterations.
6. For each delivery of converted data, the customer will dedicate resources to review
conversion results and provide written feedback to Superion within one week of the
delivery of a converted data set.
Page 27
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Methodology
Insert Agency Name Here
Confidential
1. Each data conversion project begins with development of a project scope and timeline.
The conversion work begins with a comprehensive analysis of the legacy data followed
by delivery of the analysis and discussion of the results with the customer.
2. Information from the data analysis and discussion with customer resources is used to
develop a detailed statement of work, outlining project specific conditions, data
mappings and business rules to be used for development of the conversion routines.
3. Data converted into the ONESolution public safety product line is converted on a
modular basis, meaning that the converted data is available in small portions for
iterative review and feedback. This process begins with conversion and internal
auditing/review by the Superion data conversion specialist. The data is then uploaded to
a dedicated environment and made available for customer chosen data experts.
Customer resources are expected to thoroughly review the converted data and report
any issues, in writing, to the data conversion specialist in accordance with the defined
project timeline. Each review should confirm that any previously reported problems
were corrected and should identify, in writing, any new problems. The conversion
project offers up to 3 opportunities for customer review and feedback before the 4th and
final conversion of data to the final destination. Therefore, it is imperative that each
successive review is complete and thorough to confirm all issues previously reported
have been corrected and that any new problems are reported as early as possible.
4. Superion will provide a list of legacy values that must be mapped (or translated) by the
client to picklist values built in the ONESolution product configuration during System
Administrator training. The customer should map each legacy value to a valid
ONESolution picklist value. This task must be completed before data requiring such
translations are converted. Customers are not required to provide translations for values
that directly match between the systems.
5. Superion will convert the module data, perform internal audits/review and then upload
the data to a dedicated environment on the Customer's network. The Customer will
then review the data, comparing records in the legacy system to the corresponding
record in the ONESolution product to confirm the converted data accurately represents
the corresponding record in the legacy system. Customer will provide Superion with
written feedback in the form of a single punch list for each iteration containing all
problems requiring analysis and/or correction.
6. Superion will perform analysis and make adjustments to the conversion routines to
correct any problems noted in the punch list for each iteration and module. This process
will repeat up to 3 times for each module before conversion of data for all modules to
the final destination.
Page 28
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r
SUPERION
Insert Agency Name Here
Confidential
7. Typically one to two days over the weekend preceding the scheduled go -live, the final
conversion will be performed using the previously tested conversion routines for each
module. This schedule minimizes the length of time in which a customer might have to
track manual data entry while providing one final opportunity for review prior to go -live.
Superion will perform an internal audit of the final converted data to confirm all
previously reported issues have been corrected and confirm that no application related
issues exist. The converted data is then uploaded to the final destination before go -live,
allowing for a final review and acceptance by the customer. The customer is expected
to provide acceptance of the converted data prior to go -live on a product using
converted data. This acceptance simply indicates that Superion has met the obligation
to deliver the converted data and that any issues found and reported by the customer
have been successfully addressed or resolved. It does not imply that there are no
problems with the data, but should list any known issues or acknowledge that there are
no known problems.
8. The period of post -conversion support begins with go -live of the converted data.
Page 29
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) SUPERION
Diagram
SUPERION
Insert Agency Name Here
Confidential
Data Conversion Methodology
Planning &Analysis
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Page 30
Keys to Success:
• Open communisation
throughout the project
• Establishing a dedicated dab
cvn.a.ien tears, within the
agency that ircludes a blend
a technical and subject
matter expertise.
Foxe on the penury purpose
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rysL=m
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of converted data by the
agency's c0nvelsion team.
• Written feedbaok on validation
results m Ow form demob
ist of adiusenents needed.
• Completion of modular
sign -off sheets
Visit us at superion.com
SOFTWARE MAINTENANCE SUPPLEMENT - EXHIBIT 5
Village desires that Superion provide Maintenance and Enhancements for and new releases of the
Baseline Software identified in Appendix 1 on the terms and conditions contained in this Software
Maintenance Supplement (the Maintenance Supplement), and for the Custom Modifications identified in
Appendix 1 on the terms and conditions of this Maintenance Supplement. Accordingly, the parties agree
as follows:
1. Additional Definitions.
"Commencement Date" means the date
specified in Appendix 1 as the "Commencement
Date."
"Contract Year" means, with respect to
each Baseline Component System and Custom
Modification, each one (1) year period beginning
on the Commencement Date or the anniversary
thereof, and ending one (1) year thereafter.
"Custom Modification" means a change
that Superion has made at Village's request to
any Component System in accordance with a
Superion-generated specification, but without any
other changes whatsoever by any person or
entity. Each Custom Modification for which
Superion will provide Village with Improvements is
identified in Appendix 1.
"Defect" has the meaning ascribed to that
term in the Software License and Services
Agreement to which this Maintenance Supplement
is a part of, and further, with regard to each
Custom Modification, means a material deviation
between the Custom Modification and the
Superion-generated specification and
documentation for such Custom Modification, and
for which Defect Village has given Superion
enough information to enable Superion to
replicate the deviation on a computer
configuration that is both comparable to the
Equipment and that is under Superion's control.
"Enhancements" means general release
(as opposed to custom) changes to a Baseline
Component System or Custom Modification which
increase the functionality of the Baseline
Component System or Custom Modification in
question.
"Improvements" means, collectively,
Maintenance, Enhancements and New Releases
provided under this Maintenance Supplement.
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
"Maintenance" means using reasonable
efforts to provide Village with avoidance
procedures for or corrections of Defects. The
hours during which Maintenance will be provided
for each Component System, the targeted
response times for certain defined categories of
Maintenance calls for each Component System
and Custom Modification, and other details and
procedures (collectively, the "Maintenance
Standards") relating to the provision of
Maintenance for each Component System and
Custom Modification are described in attached
Appendix 2.
"New Releases" means new editions of a
Baseline Component System or Custom
Modification, as applicable.
"Notification" means a communication to
Superion's help desk by means of: (i) Superion's
web helpline; (ii) the placement of a telephone
call; or (iii) the sending of an e-mail, in each case,
in accordance with Superion's then -current
policies and procedures for submitting such
communications.
2. Services.
a) Types of Services. During the term of this
Maintenance Supplement, Superion will provide
Village with Maintenance for, Enhancements of,
and New Releases of each Baseline Component
System and each Custom Modification identified
in Appendix 1.
b) Limitations. All Improvements will be part
of the applicable Baseline Component
System/Custom Modification, and will be subject
to all of the terms and conditions of the Software
License and Services Agreement Supplement to
which this Maintenance Supplement is a part of,
and this Maintenance Supplement. Superion's
obligation to provide Village with Improvements
for Baseline Component Systems owned by
parties other than Superion is limited to providing
Village with the Improvements that the applicable
third party owner provides to Superion for that
Baseline Component System. Village must
Page 18 of 22
provide Superion with such facilities, equipment
and support as are reasonably necessary for
Superion to perform its obligations under this
Maintenance Supplement, including remote
access to the Equipment.
3. Payment and Taxes.
a) Maintenance Fees. For the
Improvements, Village will pay Superion the
amount provided for in Exhibit 1 as the "Payment
Amount" for the second Contract Year, and as
detailed in the Project Cost Supplement attached
as Exhibit 2. For each Contract Year subsequent
to the second Contract Year, Superion reserves
the right to increase the Improvements fees in
accordance with the limit set forth in Appendix 1
herein. Fees for Improvements for a Baseline
Component System/Custom Modification are due
on the first day of the first month of the Contract
Year for that Baseline Component
System/Custom Modification.
b) Additional Costs. Village will also
reimburse Superion for actual travel and living
expenses that Superion incurs in providing Village
with on -site Improvements under this Agreement,
with reimbursement to be on an as -incurred basis.
Such travel and living expenses will be governed
by the Superion Travel Expense Guidelines
attached hereto as Exhibit 3 and will be invoiced
on a monthly basis in arrears and due within thirty
(30) days from the date of invoice.
c) Taxes. Village is responsible for paying
all taxes (except for taxes based on Superion's
net income or capital stock) relating to this
Maintenance Supplement, the Improvements, any
services provided or payments made under this
Maintenance Supplement. Applicable tax
amounts (if any) are NOT included in the fees set
forth in this Maintenance Supplement. If Village is
exempt from the payment of any such taxes,
Village must provide Superion with a valid tax
exemption certificate; otherwise, absent proof of
Key Biscayne's direct payment of such tax
amounts to the applicable taxing authority,
Superion will invoice Village for and Village will
pay to Superion all such tax amounts.
d) Late Charges. Village will pay each
Superion invoice by no later than thirty (30) days
after receipt. Payments shall be made to
Superion in accordance with the Local
Government Prompt Payment Act as stipulated in
Part VII of Chapter 218, Florida Statutes, by
SPS Maintenance 7/1 /2010
149887.00101/105802635v.5
check, Electronic Funds Transfer (EFT), E -Pay or
P -card, or other method as determined by the
Village and agreed to by Superion.
4. Term. This Maintenance Supplement will
remain in full force and effect throughout the initial
Contract Year. After the initial Contract Year, this
Maintenance Supplement will renew for an
additional Contract Year unless, at least three (3)
months prior to the expiration of the initial
Contract Year, Village notifies Superion in writing
of Village's intent not to renew the Maintenance
Supplement for the second Contract Year. After
the second Contract Year, this Maintenance
Supplement will automatically be extended for
consecutive Contract Years on a year-to-year
basis unless either party notifies the other in
writing of its intent not to extend this Maintenance
Supplement for any particular Baseline
Component System/Custom Modification at least
three (3) months prior to the expiration of the
then -current Contract Year.
Upon termination of the Maintenance
Supplement with respect to a Component System
provided under the Agreement, notwithstanding
anything contrary in the Agreement, Village may
continue using the Component System in
perpetuity, including for the reminder of the term
of the Agreement, in accordance with the
Agreement; however, (i) Superion will discontinue
providing all on -going Maintenance services and
Improvements, including Superion's obligations
under this Maintenance Supplement, (ii) any
Superion warranties under the Agreement and
this Maintenance Supplement with respect to the
Component System for which Maintenance
services are terminated shall cease to apply for
the period following termination, and (iii) Superion
shall have no liability with respect to Village's use
of the Component System for which Maintenance
services are terminated after termination of the
Maintenance Supplement Term.
5. Disclaimer of Warranties. Village agrees
and understands that SUPERION MAKES NO
WARRANTIES WHATSOEVER, EXPRESSED
OR IMPLIED, WITH REGARD TO ANY
IMPROVEMENTS AND/OR ANY OTHER
MATTER RELATING TO THIS MAINTENANCE
SUPPLEMENT, AND THAT SUPERION
EXPLICITLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. FURTHER,
SUPERION EXPRESSLY DOES NOT
WARRANT THAT A COMPONENT SYSTEM,
Page 19 of 22
ANY CUSTOM MODIFICATION OR ANY
IMPROVEMENTS WILL BE USABLE BY
VILLAGE IF THE COMPONENT SYSTEM OR
CUSTOM MODIFICATION HAS BEEN
MODIFIED BY ANYONE OTHER THAN
SUPERION, OR WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR WILL
BE COMPATIBLE WITH ANY HARDWARE OR
SOFTWARE OTHER THAN THE EQUIPMENT.
6. Termination.
a) Right of Termination for Cause. A party
has the right to terminate this Maintenance
Supplement if the other party breaches a material
provision of this Maintenance Supplement.
Either party has the right to terminate this
Maintenance Supplement at any time while an
event or condition giving rise to the right of
termination exists. To terminate this
Maintenance Supplement, the party seeking
termination must give the other party notice that
describes the event or condition of termination in
reasonable detail. From the date of its receipt of
that notice, the other party will have thirty (30)
days to cure the breach to the reasonable
satisfaction of the party desiring termination. If
the event or condition giving rise to the right of
termination is not cured within that period, then
the party seeking to terminate this Maintenance
Supplement can effect such termination by
providing the other party with a termination notice
that specifies the effective date of such
termination. Termination of this Maintenance
Supplement will be without prejudice to the
terminating party's other rights and remedies
pursuant to this Maintenance Supplement.
b) Right of Termination — For Convenience.
Village will additionally have the right to terminate
this Maintenance Supplement for convenience,
by providing Superion with written notice of such
termination for convenience at least thirty (30)
days prior to the effective date of such
termination for convenience. Effective as of the
date of termination, Village will remit to Superion
(based upon any Supplements and/or any
amendments to this Agreement), payment in full
of fee amounts due through the date of
SPS Maintenance 7/1/2010
149887.00101/105802635v.5
termination fees for services rendered by or on
behalf of Superion through the date of
termination (including for services rendered by
Superion subcontractors and/or services
rendered by third parties for which Superion is
facilitating the provision of services to Village. In
the event of early termination, all completed work
and drafts -in -progress, along with the Software,
all related data, studies, charts, computations,
correspondence, and any other files or records
related to this Maintenance Supplement
possessed or controlled by Superion become the
property of Village, and shall be surrendered to
Village upon payment of any outstanding invoices
approved for payment.
7. LIMITATIONS OF LIABILITY.
a) LIMITED LIABILITY OF SUPERION.
SUPERION'S LIABILITY IN CONNECTION
WITH THE IMPROVEMENTS OR ANY OTHER
MATTER RELATING TO THIS MAINTENANCE
SUPPLEMENT WILL NOT EXCEED THE FEES
THAT VILLAGE ACTUALLY PAID TO
SUPERION TO DATE PURSUANT TO THIS
MAINTENANCE SUPPLEMENT.
b) EXCLUSION OF DAMAGES.
REGARDLESS OF WHETHER ANY REMEDY
SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE OR OTHERWISE, IN NO EVENT
WILL SUPERION BE LIABLE TO VILLAGE FOR
ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, AND WHETHER
OR NOT SUPERION HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE.
c) BASIS OF THE BARGAIN. VILLAGE
ACKNOWLEDGES THAT SUPERION HAS SET
ITS FEES AND ENTERED INTO THIS
MAINTENANCE SUPPLEMENT IN RELIANCE
UPON THE LIMITATIONS OF LIABILITY AND
THE DISCLAIMERS OF WARRANTIES AND
DAMAGES SET FORTH IN THIS
MAINTENANCE SUPPLEMENT, AND THAT
THE SAME FORM AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN THE PARTIES.
Page 20 of 22
Appendix 1
TO THE SOFTWARE MAINTENANCE SUPPLEMENT
CUSTOMER: Key Biscayne, FL
COMMENCEMENT DATE: The Delivery Date of this Agreement
CONTRACT YEAR:The initial Contract Year begins on the Commencement Date and ends one year
thereafter. Each subsequent Contract Year begins on the anniversary of the Commencement Date.
Improvements for the initial Contract Year are provided at no charge. The annual "Maintenance"
amount in Exhibit 2 — Project Cost Supplement referenced below represents the Improvements fee
for the second Contract Year, and is payable only if Village elects to extend the term of the
Agreement through the second Contract Year, as provided for in Section 4, Term.
SOFTWARE: See Exhibit 2 - Project Cost Supplement
Improvements fees are due thirty (30) days prior to the commencement of the Contract Year for
which such fees are being remitted. Improvements fees for any Contract Year subsequent to the
second Contract Year are subject to change and will be specified by Superion in an annual invoice.
Provided that the parties continue to renew the Agreement on a continuous basis, without
interruption, the Improvements fee for the Component Systems licensed herein for each of the first
five (5) Contract Years subsequent to the initial Contract Year will be an amount not to increase over
the renewal Improvement fee for the immediately preceding Contract Year by more than five percent
(5%).
APPLICABLE TAXES ARE NOT INCLUDED IN THIS APPENDIX 1, AND, IF APPLICABLE, WILL
BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO
VILLAGE.
Improvements Surcharge Imposed In Certain Instances: At the commencement of any Contract Year
where Villages operating on a version of a Baseline Component System that is more than two (2)
general release versions behind the then -current release for any Component System, Superion may
assess a ten percent (10%) surcharge over and above the Improvements fee for that Contract Year,
with such surcharge to be imposed on a prorated basis for the portion of the Contract Year that
Village remains on a general release version that is more than two (2) releases behind the then -
current release of the Component Systems in question. Once Village is using a release that is no
more than two (2) general release versions behind the then -current release, the Improvements
surcharge will be removed on a prospective basis, as of the date that Village is using the release that
is no more than two (2) general release versions behind the then -current release.
Page 21 of 22
SPS License 9/13/2011
149887.00101/105802635v.5
Appendix 2
TO THE SOFTWARE MAINTENANCE SUPPLEMENT
Maintenance Standards
I. Hours During Which Superion's Telephone Support Will be Available to Village in
Connection with the Provision of Maintenance: Support Hours are twenty-four hours per day,
seven days a week ("7x24").
II. Targeted Response Times. With respect to Superion's Maintenance obligations, Superion will
use diligent, commercially reasonable efforts to respond to Notifications from Village relating to the
Baseline Component Systems/Custom Modifications identified in Appendix 1 of this Agreement in
accordance with the following guidelines with the time period to be measured beginning with the
first applicable Superion "Telephone Support" hour occurring after Superion's receipt of the
Notification:
Priority
Description
Response Goal*
Resolution Goal*
Urgent
1
A support issue shall be considered Urgent when
it produces a Total System Failure; meaning
Superion's Component Systems are not
performing a process that has caused a complete
work stoppage.
Superion has a stated
goal to respond within
60 minutes of the
issue being reported
and have a resolution
plan within 24 hours.
Although resolution
times vary depending
on the exact issue and
customer environment,
Superion has a stated
goal to resolve an
urgent issue within 24
hours OR provide a
resolution plan with
urgent issues within 24
hours of the issue
being reported.
A resolution plan
details the steps
necessary to
understand and
possibly resolve the
issue.
Critical
2
A support issue shall be considered Critical when
a critical failure in operations occurs; meaning
Superion's Component Systems are not
performing a critical process and prevents the
continuation of basic operations. Critical problems
do not have a workaround. This classification does
not apply to intermittent problems.
Superion has a stated
goal to respond within
two hours of the issue
being reported.
Non-
Critical
3
A support issue shall be considered Non -Critical
when a non critical failure in operations occurs;
meaning Superion's Component Systems are not
performing non -critical processes, but the system
is still usable for its intended purpose or there is a
workaround.
Superion has a stated
goal to respond within
four hours of the issue
being reported.
Minor
4
A support issue will be considered Minor when the
issue causes minor disruptions in the way tasks
are performed, but does not affect workflow or
operations. This may include cosmetic issues,
general questions, and how to use certain features
of the system.
Superion has a stated
goal to respond within
24 hours of the issue
being reported.
Measured from the moment a Case number is created. As used herein a "Case number" is created when a) Superion's
support representative has been directly contacted by Village either by phone, email, in person, or through Superion's
online support portal, and b) when Superion's support representative assigns a case number and conveys that case
number to the Customer.
Village must provide remote access to its facility using a Superion approved remote access client so that Superion can
perform the support obligations and/or services under this Agreement,' and will provide appropriate security access and
accounts for Superion staff and each session participant.
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SPS License 9/13/2011
149887.00101/105802635v.5