COURT ORDER

ORDER NO:

DATE: March 5, 2013

STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas, held

on the ____ -"5-"'th'--_____ day of ______ ---"M"'ar~ch'--_______ , 2013,

on a motion made by ______________________ , and seconded by

_________________ , the following Court Order was adopted:

WHEREAS, the Commissioners Court was briefed on March 5, 2013 concerning the plan and cost estimate for the purchase and implementation of hardware and software necessary support the Sheriffs Department In-Car Video, Mobile Computer and E-Ticketing Upgrade Project; and

WHEREAS, the purchase and implementation of these systems will support ongoing operations of the Sheriffs Department Traffic Division in the areas of mobile dispatching, digital evidence collection alld the issuance and management of traffic citation data; and

WHEREAS, funding is available from the General Fund through a combination of budgeted fuuds and unallocated reserves with anticipated repayments for certain phases by forfeiture funds and the Major Technology Fund; and

WHEREAS, this request is consistent with Strategy 1 of the County's strategic plall: Dallas County is a model interagency partner and Strategy 3: Dallas County is safe, secure and prepared.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court approves the expenditure of$2,877,391.04 to purchase the hardware, software, engineering and installation services to upgrade the Sheriff's In-Car Video, Mobile Computer and E-Ticketing systems and authorizes the County Judge to execute all necessary documents.

DONE IN OPEN COURT this the 5th day of March ,2013.

Clay Lewis Jenkins, County Judge Dr. Theresa M. Daniel, District # I Mike Cantrell, District #2

John Wiley Price, District #3 Dr. Elba Garcia, District #4

R~_"ded (?!:: __ ~~~===~;~ ~,CIO

DALLAS COUNTY SOW

STATEMENT OF WORK

DIGITAL IN CAR VIDEO AND MOBILE COMPUTING SYSTEM

DALLAS COUNTY TEXAS

VISUALPRO 360, LLC.

DALLAS COUNTY SOW

OVERVIEW

This Statement of Work ("SOW" or "Agreement") has been jointly agreed to between Visual Pro 360, LLC. at 501 Lakeview Heights Drive, Jefferson City, MO (hereinafter referred to as "VP360"or "CONTRACTOR"), and the CLIENT (hereinafter referred to as "CLIENT" or "Dallas County"). Both VP360 and CLIENT shall be referred to herein as the "Parties". This agreement is effective as of the latest signature date at the end of this document.

This document serves as a "Master Statement of Work" for the entirety of the project. All provisions contained herein, to include Software License Agreements, Software Maintenance Agreements, warranty agreements, purchase orders, or other binding document are held by VP360 and the CLIENT. VP360 acknowledges that the CLIENT will not enter into any legally binding agreement regarding this project with any subcontractor named in this SOW and that VP360 is solely responsible to the CLIENT for those agreements. See Exhibit 18 "Dallas County PO Terms and Conditions" for further detail.

PROJECT OBJECTIVES

CLIENT and VP360 jointly desire to have successful implementation of the goods and services contained within this SOW and the attached purchase order terms and conditions (see Exhibit 18 "Dallas County PO Terms and Conditions") at the CLIENT'S location, consisting of the following.

• Complete wireless infrastructure design and configuration as it relates to supporting the proposed technology in this SOW.

• CLIENT'S vehicles fully configured to capture video evidence and the associated metadata and the ability to transfer that evidence to the associated storage/retrieval system.

• CLIENT's vehicles fully equipped with Panasonic Toughbook computers as described in this document and its attachments.

• CLIENT'S vehicles equipped with automated traffic citation hardware and software as described in this document and its attachments.

• Properly configured storage/retrieval system that secures, tracks, retrieves data/evidence as required by the CLIENT'S established policies.

• Data conversion of CLIENTs legacy citation systems to the BRAZOS Automated Traffic Citation Management System

• Appropriate training of CLIENT's staff on both the vehicle operations/software and the storage system (as appropriate for their role).

PROJECT ROSTER

This exhibit provides a list of key personnel from both Parties. See Exhibit 1, "Project Roster" incorporated herein by reference.

List of sub-contractors:

Brazos Technology P.O. Box 10713 College Station, TX 77842 979.690.2811

Panasonic Computer Solutions Company (PCSC)

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DALLAS COUNTY SOW

50 Panasonic Way Seacaucus, NJ 07094 361 6433640

Utility Associates (UA) 1484 Brockett Road Suite 200 Tucker, GA 30084 404,816,0300

Mobile Mounts 406 Interchange St, Suite A McKinney, TX 75071 (972) 542-7456

Austin Ribbon and Computer (ARC) 9211 Waterford Centre Blvd, Ste. 202 Austin, TX 78758 (512) 452-0651

SECTION LISTING

I. Definitions and Acronyms II. Master Change Control Provision

III. Issue and Escalation Process IV. Project Methodology and Plan

a. Methodology b. Project Plan

V. Other Services a. Service Overview b. Frontline Deployment c. Annual Remote Service Deployment Contract d. Daily Software Deployment Consulting

VI. Hardware and Other Devices a. Computers and other Accessories b. ROCKET and ROCKET ACCESS POINT (RAP) Installation

and Configuration c. Arbitrator Cameras d. Installation

VII. AUTOMATED TRAFFIC CITATION MANAGEMENT SYSTEM VIII. Insurance

IX. Miscellaneous X. List of Exhibits

XI. Signature Page

I. Definitions and Acronyms

Page 3 Page4 Page 5 Page 5 Page 5 Page 6 Page 7 Page 7 Page 7 Page 9 Page 11 Page 12 Page 12 Page 13

Page 16 Page 19 Page 20 Page 28 Page 32 Page 35 Page 36

Arbitrator Solution - The complete system which includes all components, both in the car and server or workstation-based elements.

Arbitrator Camera - The video camera devices, typically mounted in the vehicle,

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DALLAS COUNTY SOW

Arbitrator VPU - The Video Processing Unit. This device is the car-mounted controller that receives the video images from the camera, process and stores the information, and then optionally transmits the video evidence to the server. If wireless transmission is not available, the solid state recording media (P2 or SD cards) can be physically remove for data transfer. All other components are connected to the VPU.

A TP - Acceptance Test Plan

Front-End CLIENT - CLIENT software that runs in the vehicle on a Mobile Data Terminal (MDT)(aka PC). It controls the camera, recording, and metadata entry functions.

Back-End Server - Server-based software used for storage, retrieval, and security of evidence.

Installation and Configuration - The act or process of taking devices and software out of their shipping containers and physically mounting them and setting the operational parameters.

Professional Services - A broad range of technical and consultative services provided by PCSC, its resellers, or authorized subcontractors, required by the CLIENT to help maximize the investment in Arbitrator or to make it operational. These include but are not limited to: hardware and software installation, video policy planning, & SOP recommendations.

Project Management Services - A professional service which coordinates the resources and planning of a project.

Per day charge - (All daily charges are for an eight-hour work day. Time spent past eight hours constitutes additional work days.)

UA - Utility Associates

Rocket - A vehicle mounted, high speed, wireless router manufactured by Utility Associates.

RAP - "Rocket Access Point". A statically located wireless access point manufactured by Utility Associates. Used in combination with the Rocket vehicle router as part of the proposed wireless infrastructure.

WP - Work Plan

RMS - Records Management System

CMS - Court Management System

CAD - Computer Aided Dispatch

FTP - File Transfer Protocol

ECS - Electronic Citation System

SLA - Software License Agreement

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DALLAS COUNTY SOW

SMA - Software Maintenance Agreement

Device/PDA - Mobile handheld computer

SKU -Stock Keeping Unit. Product code or number.

MDC - Mobile Data Computer (any laptop or other mobile platform running a standard operating system)

Sync - A process through which citation data is transmitted from the device to the BRAZOS Server, and through which new software updates are transmitted from the BRAZOS Server to the device.

Acceptance of Deliverable - Written or email notification from CLIENT to VP360, indicating that the Deliverable has been evaluated and satisfies the Acceptance Criteria of each Deliverable.

Deliverables - Any materials procured or prepared by BRAZOS or services provided by VP360 to CLIENT.

Receivables - Any materials procured or prepared by CLIENT or services provided by the CLIENT to VP360 ..

Network Drops - Active network connection from the sync cradles through the network to the internet.

II. Master Change Control Provision

Common sources of dispute in any implementation project are issues pertaining to scope change versus bugs or unrequested new software functions/features. The quality and level of detail of the project documentation will determine the incidence of such disputes. The quality of VP360 documentation will help eliminate significant issues. However, if a major scope change arises at any stage of the project, and if it has the potential to adversely affect the project schedule, effort or cost, the following will happen:

• The VP360 Project Manager will any scope change with the CLIENT Project Manager and then document the scope change in the form of a Scope Change Control Report (SCCR), which will be a numbered and logged document.

• Next, the VP360 project team will outline an approach to deal with the scope change and indicate the impact on the project schedule, effort and cost in detail. This will be added to the SCCR.

• VP360 will request that Dallas County management review and prioritize all outstanding SCCR's on a regular (recommended once every four weeks) basis, and direct the VP360 project team according to the decisions made.

• The VP360 project team will undertake and complete the required implementation and testing, and update system and user documentation as required.

• The SCCR will be closed.

Should any change request result in additional cost to the project, the Dallas County Project Manager shall prepare a written brief to the Commissioners Court requesting

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DALLAS COUNTY SOW

approval for the additional expenditure. However, no additional funding is authorized without prior written approval of the Dallas County Commissioners Court in a formal Commissioners Court Order.

III. Issue and Escalation Process

Dallas County will resolve business, technical and engagement plan-related issues within fifteen (15) business days upon receipt of written notification as long as the issues do not have the potent'lal to impact the engagement plan or schedule. For issues potentially having a negative impact on the Project, the VP360 Project Manager and Dallas County Project Manager/Coordinator will discuss and identify when the issue can be resolved. If they fail to agree, a meeting of the Dallas County Project Business Owner and the VP360 Project Manager will be convened and presented with the issue for resolution. Finally, should a meeting of the VP360 Project Manager, Dallas County Project Manager and Project Business Owner fail to result in an acceptable resolution to the issue, it will then be presented to the Dallas County Commissioners Court for final recommendation and resolution. As part of the project initiation phase a written escalation procedure will be developed and Signed by both Parties. Cleared and qualified resources will be added to the Project as needed and scheduled.

IV. Project Management Methodology and Plan

Methodology

Visual Pro 360 (VP360) shall employ internal project management processes and establish controls to ensure that a high level of quality is maintained throughout the implementation of the various phases of the project. These processes will include the following:

• Maintain an up to date master project plan • Management and assignment of tasks to various project resources as required • Monitor and document progress made by those assigned to project tasks • Collaborate with project team members and system users as appropriate in various

stages of the project lifecycle to ensure project success • Notify the project team of any impending resource issues and or critical

tasks/milestones. • Maintain and update issue logs and other communications timely manner. • Take proactive and corrective actions as required to mitigate risks which may impact the

quality, timeline or cost of the project. • Generate bi-weekly status reports to the Dallas County Project Manager containing the

following details: o Key accomplishments for the period o Work planned for the next period o Risk, decisions or actions required o Action plan to address newly identified risks

Project Plan

See Exhibits 2A "Project Plan." and 2B "Project Milestones."

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V. OTHER SERVICES (For product pricing and SKU's refer to Exhibit 3 "Pricing Quote")

Service Overview

IT departments are faced with many deployment challenges whenever a new computer model is procured. The Panasonic Software and Deployment Services Team is a consulting team that provides services to minimize deployment challenges and remove the many burdens of deployments allowing the IT staff to focus on more important projects. All team members will be required to meet CJIS standards in order to work on this project.

Frontline Deployment Service Contract

The Frontline Deployment Service is a Project Management driven service that assigns a Microsoft Deployment Consultant / Panasonic Product Expert to work directly with the IT administrators responsible for engineering the CLIENT software image. The Panasonic Consultant will work directly with the Dallas County through every phase of the deployment.

The project follows an Information Technology life-cycle which includes a planning, engineering, validation, deployment and post deployment phase. Panasonic utilizes an online project management system to ensure all stakeholders are kept involved and the project is finished within the allocated time.

Project Plan

Planning Phase: • Panasonic configures and sends invitation to CLIENT for the Frontline Deployment

Services Online Project • Panasonic hosts a Kickoff Webinar

o Panasonic & CLIENT Introductions o Service overview o Service Prerequisites o Set milestone deliverable dates o Collect key deployment infrastructure information

• Panasonic shall establish a reoccurring technical conference call based on deployment schedules and CLIENT requirements

• CLIENT returns prerequisite forms: o Contact Form, see Exhibit 19 "Internal Contact Form." o Deployment Infrastructure Inforrnation Planning Forms. See Exhibits 20

"Application Collection Form," 21 "Computer Model Support Form," 22 "Microsoft QFE's."

• Panasonic Consultant will provide a project support plan for CLIENT's specific environment

Engineering Phase:

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DALLAS COUNTY SOW

• Panasonic will provide a custom imaging engineering kit based on CLIENT's specific environment:

o Example of Kit Contents: .OEM Recovery Media .Unpacked Drivers .Microsoft Deployment Toolkit 201 0 importable packages .SCCM Configuration Instructions .Detailed Panasonic Product Deployment Documentation

• Windows PE Drivers Information • Boot Disk Assistance • Detailed Driver requirements • Installation Instructions • Known Deployment Issues

.Custom Scripts (Powershell, VBScript, AutolT)

.Operating System Group Policy Support

.Operating System Customizations (Scripting and Registry)

.Assist with building a corporate image

• Panasonic Consultant shall provide remote support via GoToAssist Citrix Technology o Examples of Remote Support Services

.Configure MDT 2010 Application Bundles and Drivers

.Configure SCCM OSD Deployments

.Assist with configuration of other Enterprise Management Systems

.Install and configure MDT 2010 environment for CLIENT

.Configure custom scripts, customizations

.Assist with configuration and integration of Sysprep unattend files

• Panasonic Consultant shall advise on methods of strict driver version management to ensure successful installation of Hardware

Validation Phase: • Panasonic Consultant shall perform driver validation to ensure approved OEM drivers

were installed in the base image • Automate stress testing scripts to ensure hardware and software is working correctly. • Examine Event Logs to ensure no driver errors are occurring in the image • Performed detailed examination of all hardware components • Examine Wireless drivers and software configurations

Deployment Phase:

• Consult on various deployment methods • Provide remote deployment support • Direct phone access support to Deployment Specialist

Post Deployment Phase:

• 8 Hours of Remote Support • Post Deployment Wrap-Up Meeting • CLIENT follow up after two months

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DALLAS COUNTY SOW

Prerequisites & CLIENT Responsibilities CLIENT is responsible for supplying the following information, equipment, support and software configurations:

• Completed Internal Contact Form • Completed Deployment Infrastructure Form • CLIENT will appoint and make available an IT staff member designated to work with the

Panasonic Consultant for all aspects related to the completion of the Deployment Services and who will have authority to act on behalf of the CLIENT with regard to implementation of Deployment Services. Any decisions relating to a change in the scope of services or the project, or additional expenses, shall be done in strict accordance with the Master Change Control Process.

• CLIENT shall ensure that the Panasonic Deployment Specialist has remote access through firewall via Citrix GoToAssist during the engineering, validation, and deployment phases.

• CLIENT is responsible for ensuring they have all the proper licenses for the software being added to their image.

Panasonic Limitations & Responsibilities

• Panasonic shall appoint a primary and backup consultant for the project. • Panasonic shall supply all drivers and utilities for Panasonic Toughbook laptops only. • Panasonic cannot assume responsibility for third party software, including but not limited

to: configuration, functionality, compatibility with Microsoft Operating systems and Panasonic hardware platforms, any all damages to other software applications or Panasonic hardware that such applications may produce. Such applications include but are not limited to Microsoft QFE and updates, industry specific applications, and any other application not produced by Panasonic and its subsidiaries.

• Panasonic cannot guarantee the successful addition of CLIENT created applications and scripts. The repackaging of software falls outside the scope of this engagement.

• Panasonic is not responsible for any licensing violations made by the CLIENT. All consulting work is performed on behalf of the CLIENT as consultation.

Annual Remote Deployment Service Contract

The Annual Remote Deployment Support Contract is a Remote Support contract that leverages the expertise of a Panasonic Certified Consultant using Remote Support Technologies.

Project Scope

• Contract includes a maximum of 8 hours of remote support per month. • Monthly support begins on the 1" day of deployment and ends 5 (five) calendar years

from that date. The date of monthly support is not known at this time, however, the Parties shall mutually agree on the date at which monthly support began and

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memorialize that event in writing and signed by the Parties. Further, once agreement is reached by the Parties regarding the monthly support date, the approval document for the monthly support date shall be incorporated into this Statement of Work.

• Additional consulting time can be procured on a daily basis at the rate of $2,000.00 per day ..

• GoToAssist Citrix service will be used to initiate a support session. CLIENT must grant access to allow a Panasonic Deployment Specialist to initiate the support session:

• Time will be tracked using GoToAssist and Project Management System • A support session can be initiated by contacting one of the Panasonic Deployment

Specialist below or by emailingimaging@us.panasonic.com • Remote Support services include the following

o Microsoft Deployment Toolkit / SCCM OSD Remote Support o Configuringlinstalling supported Microsoft operating systems o Packaging and adding corporate applications o Configuring multiple deployment locations o Advanced Microsoft Deployment Toolkit Configurations o Creating / Editing Task Sequences o Adding New Hardware Drivers o Adding New Applications

• Custom scripting (Powershell, Vbscript, AutolT) • Operating system customizations • Group policy configurations • Custom imaging support requests • Validation testing of non-Panasonic hardware • Specialized documentation for IT staff • Security configurations • Operating system optimization • Customized Training Services • Preparing unattend OS files

Prerequisites & CLIENT Responsibilities

CLIENT is responsible for supplying the following information, equipment, support and software configurations:

• CLIENT will appoint and make available an IT staff member designated to work with the Panasonic Consultant for all aspects related to the completion of the Deployment Services and who will work with the Consultant to that end. CLIENT shall ensure that the Panasonic Deployment Specialist has remote access through firewall via Citrix GoToAssist during the engineering, validation, and deployment phases.

• CLIENT is responsible for ensuring they have all the proper licenses for the software being added to their CLIENT software image ..

Panasonic Limitations & Responsibilities

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DALLAS COUNTY SOW

• Panasonic will appoint a primary and backup consultant for the project. • Panasonic will supply all drivers and utilities for Panasonic Toughbook laptops only. • Panasonic cannot assume responsibility for third party software, including but not limited

to: configuration, functionality, compatibility with Microsoft Operating systems and Panasonic hardware platforms, any all damages to other software applications or Panasonic hardware that such applications may produce. Such applications include but are not limited to Microsoft QFE and updates, industry specific applications, and any other application not produced by Panasonic and its subsidiaries.

• Panasonic cannot guarantee the successful addition of CLIENT specific applications and scripts due to the fact that they have no control over those items or their functionality.

• Panasonic is not responsible for any licensing violations made by the CLIENT All consulting work is performed on behalf of the CLIENT as consultation.

Post Deployment Procedures

CLIENT Satisfaction Survey

Upon completion of the deployment services the CLIENT will receive a Microsoft CLIENT satisfaction survey to rate his/her satisfaction with the deployment services. This will be used to improve our services and ensure that our CLIENTs are receiving excellent support.

Daily Software and Deployment Consulting

The Daily Software and Deployment Consulting Service is geared towards CLIENTs who want Panasonic's assistance with a deployment related project or issue. VP360 will provide ten (10) days of consulting, to be utilized as the CLIENT needs over the course of the five (5) year project term. Should additional consulting hours be desired or required, the request will be managed in accordance with the Master Change Control Provision and will require funding at a rate of $2000 per day for instances where on-site assistance is required.

Services Offered • Deployment Management System Support

o KACE o Altiris o Ghost o SCCM o MDT

• Custom scripting (Powershell, Vbscript, AutolT) • Operating system customizations • Group policy configurations • Custom imaging support requests • Validation testing of non-Panasonic hardware • Specialized documentation for IT staff • Security configurations • Operating system optimization • Customized Training Services • Preparing Unattend OS files

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DALLAS COUNTY SOW

Travel and Expenses Dallas County shall pay a weekly flat travel and expense fee of S1,800.00 (Panasonic SKU: CF-S09TFMTVL). Price includes up to one full week of travel and consultant expenses. Any such travel expenses will be defined up front, in advance, and if any change to this is necessary it will follow the Master Change Control Process.

Prerequisites & CLIENT Responsibilities CLIENT is responsible for supplying the following information, equipment, support and software configurations:

• Completed Internal Contact Form, see Exhibit 19 "Internal Contact Form." • Completed Deployment Infrastructure Forms, see Exhibits 20 "Application

Collection Form," 21 "Computer Model Support Form." 22 "Microsoft QFE's." • CLIENT will appoint and make available an IT staff member designated to work

with the Panasonic Consultant for all aspects related to the completion of the Deployment Services and who will have authority to act on behalf of the CLIENT

• CLIENT shall ensure that the Panasonic Deployment Specialist has remote access through firewall via Citrix GoToAssist during the engineering, validation, and deployment phases.

• CLIENT is responsible for ensuring they have all the proper licenses for the software being added to their CLIENT software image.

Panasonic Limitations & Responsibilities • Panasonic will appoint a primary and backup consultant for the project. • Panasonic will supply all drivers and utilities for Panasonic Toughbook laptops

only. • Panasonic cannot assume responsibility for third party software, including but not

limited to: configuration, functionality, compatibility with Microsoft Operating systems and Panasonic hardware platforms, any all damages to other software applications or Panasonic hardware that such applications may produce. Such applications include but are not limited to Microsoft QFE and updates, industry specific applications, and any other application not produced by Panasonic and its subsidiaries.

• Panasonic cannot guarantee the successful addition of CLIENT specific applications and scripts. The repackaging of software falls outside the scope of this engagement.

• Panasonic is not responsible for any licensing violations made by the CLIENT. All consulting work is performed on behalf of the CLIENT as consultation.

VI. HARDWARE, OTHER DEVICES, AND WARRANTIES (For product pricing and SKU's refer to Exhibit 3 "Pricing Quote." Refer to Section IX "Exhibits" for all warranty documentation.)

Computers and Other Accessories

VP360 will deliver the following Panasonic laptop computers, accessories, and mounting equipment (see Exhibit 3 "PriCing Quote" for specific product details and technical descriptions):

• 130 CF-31 SALCX1 M Toughbook laptop computers, memory upgrades, mounting equipment, and warranties.

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DALLAS COUNTY SOW

• 130CF-H2FRBKX1 M Toughbook tablet computers, mounting equipment, and warranties.

• 91 PZ420BT Zebra printers with mounting equipment and warranties. • 20 CF-VEBH21KU desktop cradles for H2 Toughbook laptop computers, accessories,

and warranties.

ROCKET and ROCKET ACCESS POINT (RAP) Installation and Configuration

Project Description and Scope of Work

VP360 will deliver the following UA hardware and accessories (see Exhibit 3 "Pricing Quote" for specific product details and technical descriptions):

• 130 H-DV-B Rocket vehicle mounted router, mounting equipment, accessories, and warranties.

• 10 COM-H-1202 Yard Access Point II, also known as Rocket Access Point or RAP, mounting hardware, accessories, and warranties.

VP360, with support from UA, shall install and configure the hardware and software for the Utility "Rocket" solution. As part of the installation UA shall design, configure, and provide technical assistance during the installation of the 130 (one hundred thirty) Utility "Rocket" In­Vehicle Mobile Routers with external and internal antennas as well as the installation of a total of 9 (nine) Rocket Access Points (RAP) at 6 (six) designated site locations, with 1 (one) spare unit for replacement in case of failure. This means that Utility will provide a 2% spare pool of Rocket appliances available onsite for CLIENT to pull from if a unit is defective, UA will send a replacement unit for swap of the defective unit, in exchange for said defective unit being returned to Utility. This spare pool is owned by UA but made available to the CLIENT in order to facilitate a timely swap of warranted items.

Planning and Discovery Pre-Installation Meeting: A pre-installation meeting will be scheduled and conducted by UA and CLIENT at an agreed upon date and time. This meeting will be conducted via a "GoTo" meeting Internet and telephone conference call. The rneeting will cover the following:

• UA and CLIENT project personnel. All contact information to include project roles/change authority, first/last names, office, mobile, and fax numbers.

• Physical location of installation site(s) (full street address). • Points of contact at the installation site(s) (full contact information) • Dates and Times of installations (Example: 12-15 November, 2012 - 9 AM to 5 PM, etc.)

This includes the identification of the vehicles (in spreadsheet format) that will be available for the installation for the corresponding timeframes.

Identify Responsibilities

CLIENT

Is responsible for providing all physical and communications access, privileges, properly functioning hardware and software, qualified personnel, project details, and any material information relevant to this project.

Identify and schedule safety training that will need to be conducted prior to the installation.

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DALLAS COUNTY SOW

Provide location for onsite storage area for tools and equipment. Must be adequate to store the equipment being installed as well as enough space to configure and test as needed. Must have AC power available. When services are performed at a CLIENT designated locations, the site will be secure; UA cannot be held responsible for any equipment, regardless of which Party owns it, that is lost or stolen while in the possession of the CLIENT.

Provide the static IP addressing and subnet mask plan for the proposed solution. (For RAPs)

Provide two Category 6 wire runs for each RAP at the point of installation for each RAP.

Identify any other networking concerns and requirements. Ensure all air cards are activated, firmware updated, tested and available prior to the installation.

Confirmation of the completeness and accuracy of the information provided to UA during the rev'lew process will be the responsibility of CLIENT. All designs that need to be changed as a result of incomplete or inaccurate review information may result in changes to the project fees. Any changes that result in additional billed hours would first be detailed through the Master Change Control Process, be billed at the appropriate rate as detailed in Exhibit 3 "Pricing Quote." No changes or work resulting in additional costs will be permitted until formally approved by the Dallas County Commissioners Court.

UA

Procure, provide and install the equipment listed in the provided Bill of Materials.

Deliver equipment, and inventory and record serial number s at the staging location.

Configure system components per agreed upon design and Seller best practice. In the event of a dispute between agreed system configuration and Seller Best Practice, the Parties agree to utilize Section III above entitled "Issue and Escalation Process" in this Master Statement of Work.

Provide software, documentation and training to CLIENT personnel for the operation and maintenance of the installed equipment.

Design UA staff shall document and review how the resulting systems wHI be built and configured based on the Testing and Evaluation (T/E) installations, the Pre-Installation Checklist and any new CLIENT requirements. Testing (or Trial) & Evaluation installation was completed with DCSO (at the expense of UA) last year to determine Rocket solution effectiveness and overall value/position.

Once the design is completed and accepted by CLIENT with sign off, any changes to the design shall be considered "out of scope" and may result in additional charges beyond those detailed in this project. "Out of scope" is defined as a change that requires work not specifically detailed in this SOW or additional work requested after the client has accepted the design and released UA from its particular obligations in relation to the design phase part of the SOw. Any changes must follow the master change control procedure as detailed in this SOW.

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Configuration Development - Configuration templates for each type of hardware device will be developed from the finalized design. These templates will be used to facilitate the deployment of the equipment and network infrastructure and reduce the chance of error.

Design Review - The design principles will be documented and a final design review will be conducted with all technical stakeholders. At the final design review, an overview of the network design document will be presented for discussion.

Implementation

The UA project team will execute a defined test plan to verify implement at ion and configuration of the hardware and software, to test specific functionality, and to document the system configuration before turning the system over to CLIENT. This test plan is based off Trial and Evaluation requirements related to the following items:

• GPS Data received in CAD & by Panasonic H2 • Wireless cellular connectivity established • Rocket will connect to RAPs • Rockets will facilitate wireless video offload of Panasonic Arb data • Local wireless hotspot is established for H2 connectivity • Onsite Training and understanding of UA control software(s)

Cutover

Once the implementation activities are complete, UA will monitor the production system, and track and resolve incidents for CLIENT. There will be a five (5) day cutover period.

Once the new system is in production and cutover issues have been resolved, CLIENT shall execute a formal User Acceptance Testing (UAT) document. Once the UAT document is signed by CLIENT, implementation shall be considered formally accepted and not before this event occurs.

Post Cutover Support and Project Close

The UA Project Manager will schedule a project closeout meeting and will provide final project acceptance document at the end of the meeting.

SOW Acceptance and Changes All design changes will be required to be approved by designated UA/CLIENT signatory authority's and signed off on by the UA senior engineer and the CLIENT project manager. These above personnel will be identified in the Pre-Installation Checklist. Any changes must follow the master change control provision.

Any changes that result in additional costs must be approved by the Dallas County Commissioners Court before implementation.

UA understands that the CLIENT may require a different person to sign any Change Orders amending this SOw.

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This section of the SOW may only be modified in accordance with the Master Change Control Process.

Installation Support

UA will provide services only on Utility Inc. Systems generally available release hardware and software products. If any beta or controlled-introduction releases are introduced into the project;

UA reserves the right to present a Change Order.

If software and/or hardware issues (defined by Utility Support cases that are not resolved within 24 hours) are identified by mutual consent of CLIENT and UA to be other manufacturer related issues, the UA team may temporarily disengage until the manufacturer is able to resolve the bug.

UA shall assist with investigating and troubleshooting connectivity issues within the equipment implemented and configured by UA. If however, the Parties mutually agree that the issue is believed to be outside of UA's implemented and configured equipment; CLIENT will be required to engage their third party partners to troubleshoot the issue within their equipment.

Installation Documentation Provided to CLIENT

The following Items will be provided to CLIENT: • Copy of the completed Pre-Installation Checklist

o Installation/Implementation Workbook o Point of Contact Information for both Parties o Copy of Invoice(s) o Calendar of EventsfTimeline o Spreadsheet of all installed UA equipment; Serial Numbers, IP addresses,

Vehicle Number, etc. • Visio Network diagram of items as deployed (design diagram that denotes all functional

elements as deployed in the vehicles as well as the location of all RAPs)

Arbitrator Cameras

VP360 will provide the following Panasonic digital in-car camera equipment, accessories, and services with support from PCSC (see Exhibit 3 "Pricing Quote" for specific product details and technical descriptions):

VP360's Responsibilities: VP360 will provide the following:

Project Management: • Serves as the primary point of contact on all project issues, needs and concerns • Facilitates kickoff meeting to review project expectations, discuss IT infrastructure

design, discover any possible problems/risks, and formulate an appropriate plan (including a firm engagement schedule and potential downtimes)

• Completes "Change Request" documentation as required • Manages client expectations and satisfaction throughout the life of the project • Schedules and coordinates the necessary resources to support the project

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• Identifies, escalates, and documents project issues as necessary • Provides team leadership and guidance • Schedules and conducts team update/status meetings • Prepares and delivers project completion documentation for sign-off • Project acceptance and sign-off document

Implementation Services Ten (10) days on site to perform the following services:

• System configuration of Arbitrator backend server software to meet CLIENT's needs • Setup levels of authorization, groups, and permissions for end-users • Installation and configuration of Vigilant client software on (130 ) vehicles • Testing of internal/external viewing features • Verify connectivity to the CLIENT network and wireless upload functionality

Training • "Train-the-Instructor" software end-user training for two administrators • Demonstrate how to use the system. • Installation configuration demonstration with administrator oversight "Train-the­

Administrator" • User setup demonstration with administrator oversight • A system overview document will be created, outlining the key components of the

system.

PCSC's Responsibilities PCSC will provide the following:

• Qualffied professionals experienced in Panasonic Arbitrator hardware/software, and the related technologies needed for a successful implementation.

• A single point of contact for all configuration and implementation needs.

• Up to forty eight (48) hours of Arbitrator consulting, project management, software installation assistance and/or troubleshooting to be used as needed for the installation and configuration of the Arbitrator System.

• Configuration of vehicle (action) triggers (i.e. light bar activation, car braking, speed in excess of X miles per hour) which initiate video recording.

• Up to eight (8) hours of system admin training (or train-the-trainer) and access to the online Arbitrator System Admin training for up to five (5) system administration personnel. Additional users will incur additional charges.at the rate of $1 ,800.00 per day.

• Up to sixteen (16) hours of end-user training (or train-the-trainer) and access to the Arbitrator Online Learning Portal for up to twenty five (25) users. Additional users will incur additional charges.at the rate of $1 ,800.00 per day.

• Panasonic Certified Installation Technician for installation of Arbitrator within the selected vehicles, or to act as a trainer/certifier of the CLIENT's staff.

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CLIENT's Responsibilities CLIENT will be responsible for providing the following necessary for the successful completion of the project. Failure to provide these resources in a timely manner will result in a delay in the completion of the project.

• Compliance with the minimum hardware and software requirements listed in Exhibit 26 "Front End and Back End System Requirements." These technologies need to be acquired and in place before the Arbitrator implementation can begin.

• A qualified and available resource technically proficient in the technologies listed in Exhibit B: Required Hardware & Software. The resource also must have sufficient availability to complete the required duties and appropriate security access to computers and networks.

• Provide high-speed internet includes security access exceptions/permissions, etc.

access to CLIENT'S network and object server. This (IDs and passwords as appropriate), firewall

• Completion of the on-line Arbitrator Administrator Basic training by the person responsible for system administration. This training will occur after installation of the SafeServe BES and initial on site system administrator training at a time and date agreed upon by the county and VP360.

Deliverables • PCSC will deliver to the CLIENT the following:

• Implementation process with appropriate documentation.

• Single point of contact for all issues and services. See project management roster for details.

• Arbitrator 360 Vehicle Hardware Installation Guide (version specific) to assist the CLIENT with the physical installation of the camera, VPU, wiring and other components.

• Arbitrator 360 System Access Documentation (version specific) detailing the system IDs, passwords, environmental conditions, and options selected for the implementation.

• PCSC will work with CLIENT in good faith to develop a mutually agreeable Acceptance Test Plan (ATP) which will be successfully executed after detailed design review and prior to CLIENT'S indication of final system acceptance.

• A fully functional system installed on the main server at one locat'lon and two remote cache servers, and software loaded on up to 91 vehicles

• SOW for Arbitrator Complete - Version 2.1 Page 3 of 6 Confidential Information

Items NOT included in this SOW

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DALLAS COUNTY SOW

The following is a list of items NOT included in this Statement of Work. They include, but are not exclusive to:

• Installation of operating systems, operating system upgrades, service packs, installation of non-Arbitrator software, software upgrades, configuration, or patches of software other than that which is provided by PCSC, required to complete this project. These are solely the responsibility of CLIENT. Client should refer to Exhibit 16 "Arbitrator System Requirements" for more detail.

• Any unforeseen costs associated with the acquisition or installation of any necessary hardware needed to install the Arbitrator system. VP360 has detailed out all the hardware and software that they are providing for the CLIENT in Exhibit 3 "Pricing Quote." VP360 cannot predict possible hardware or software conflicts on the CLIENT side with regard to hardware or software products VP360 is not providing as part of this quote, nor can they predict any associated costs. Client should refer to Exhibit 16 "Arbitrator System Requirements" for more detail.

• Unforeseen system / resource related issues that are not provided by PCSC. Complications arising from conflicts caused by third party software/hardware are the responsibility of the CLIENT and might require additional cost. VP360 cannot predict possible hardware or software conflicts on the CLIENT side with regard to hardware or software products VP360 is not providing as part of this quote, nor can they predict any associated costs. Client should refer to Exhibit 16 "Arbitrator System Requirements" for more detail.

• Installation of camera and VPU equipment in any vehicles, if not being performed by PCSC.

Change Control - Additional Charges and/or Services

Refer to Master Change Control Process ..

Termination This portion of the SOW will terminate upon the completion of services/deliverables as detailed on pages 18-19 above, the successful completion of final testing, and the CLIENTs review and approval of the Arbitrator Project Planning and Implementation Guide.

Insta Iiation

VP360 will provide the following installation services to the CLIENT: • Install Panasonic Arbitrator Camera System • Install includes 2 Cameras, DVR, and Mics • Install Rocket Utility and Antenna • Install Panasonic CF -31 Dock and Laptops • Install Zebra Printer and Mount • Remove L3 Camera systems • Remove Panasonic Docks and Lind Power Supplies

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DALLAS COUNTY SOW

VII. AUTOMATED TRAFFIC CITATION MANAGEMENT SYSTEM by BRAZOS Technology (For product pricing and SKU's refer to Exhibit 3 "Pricing Quote," For Software Maintenance Agreement see Section IX "Exhibits,")

OVERVIEW

Objectives The objectives are to provide CLIENT a suite of mobile solutions tailored to provide maximum benefit to all involved parties including, but not limited to, members of the Sheriff's Department, Constables, JP Courts, Information Technology and CLIENT Administration,

Phase I - Configure and deploy the BRAZOS ECS solution with the following modules and/or tasks:

CLIENT Law Enforcement Agency

• eCitation • Parking • Criminal Trespass Warning • Web Based Statistical Report (including audit reports, state mandated racial profile

reports, etc,)

Key Assumptions

• All receivables and timelines assigned to CLIENT will be held to the same standards of delivery as those assigned to BRAZOS,

• All CLIENT personnel involved in the Pilot Project will participate fully in the training provided by BRAZOS,

• CLIENT will provide a classroom training space with projector system for each training day,

e Hardware and installation of all hardware and software will be provided by VP360" • CLIENT will provide BRAZOS with a complete list of Users and their intended access

levels • The violator's signature is not required to appear on the violator's copy of the

citation/information provided to the violator by the issuing officer at the time of issuance. The violator's signature will appear on the Court's copy as evidence of the'lr "Promise to Appear", The language on the defendant's copy will be determined by CLIENT and can be modified at any time under the current maintenance agreement

• The citation number sequence will be determined by CLIENT prior to implementation and will be compatible with the current CMS.

• Warning citations will not be imported into the CMS, • Void citations will not be imported into the CMS, • The officers will be authorized to VOID a citation on the device, after save but before

sync.

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• The BRAZOS Train-the-Trainer class shall have no more than 18 persons attend the train-the-trainers sessions.

PROJECT SCOPE

Project Administration

BRAZOS shall provide all project management associated with the system and shall identify the project manager at the beginning of the project. This single point of contact shall not change during the project without written authorization by CLIENT.

BRAZOS is committed to delivering a successful electronic citation project to our CLIENTs. Our implementation approach has been highly successful, and we feel that this process provides the best method to minimize risks and ensure a successful project. The key is to involve the CLIENT in all phases of developing and implementing software that has been specifically designed to meet their needs. This process is comprised of the following:

• Setup and Configuration. BRAZOS shall setup the citation writing software, import offenses, layout the defendant's receipt, configure reports, and other configurations required by CLIENT.

• Court Pre-Installation. The Court Pre-Installation involves setting up multiple court computers, as selected by CLIENT, to import the citations. CLIENT should manually enter any hand written citations they desire to be imported into the BRAZOS system via the BRAZOS website. These are hand written citations that have not already been entered into an existing CLIENT legacy system which is designated for data conversion. Data transfer between the ticket writer and CMS should be operational and verified at this point.

• Product Install and Verification. This step involves verifying connectivity of the MDCs and beginning the acceptance of the ticket writer configuration. While overall operation cannot be completely determined or accepted at this point, data transfer between the MDC's and the court/law enforcement systems should be operational.

• Operational Pilot. The pilot program involves a handful of key officers deSignated by CLIENT, who will adapt to this technology quickly. They will be given full device_and software training in order to understand and become familiar with the technology. The training process includes going out on the street and writing warning and/or citations with a BRAZOS trainer to ensure comfort with the technology. The citations are then imported into CMS to validate accuracy. This process serves two purposes: 1) validation of the entire process prior to engaging all users and, 2) providing positive feedback to circulate within the department prior to full rollout. The duration of this phase is different for every department but needs to encompass the complete court cycle (life-cycle) of a citation, which is defined as a person receiving a citation and resolving/disposing of that citation at the Court.

• Full Rollout. The rollout process is primarily the training of all additional officers specified as participants in the use of the new system. The preferred process for training is to provide a class room style of instruction, followed by a "hands on" session that may

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DALLAS COUNTY SOW

include DL checks, ride-alongs, etc., to ensure every officer has used the system in the field. It is the intent of this project that certain officers identified as train-the-trainers from the Pilot Project will be utilized at this stage to assist with the training of the additional officers. Any vendor personnel will sign Dallas County Sheriff's Office ride along/waiver documents attached as Exhibit 13 "Dallas County Ride Along Waiver."

" Post Action. Finally, after the full rollout, we will convene with the project owners to determine what went well and what improvements are required of the system, process, or any other aspects of the project. A full project rev'lew wHi be documented by BRAZOS and provided to the CLIENT Project Manager.

The delivery and training processes are the most significant keys to the success of this project. Both BRAZOS and CLIENT wHi jointly determine the Operational Pilot duration, depending upon officer success and satisfaction and their recommendations for deployment. When all Parties agree, Full Rollout training and deployment will begin.

Training

BRAZOS shall provide all training associated with the Train the Trainer classes and will identify the Training Lead at the beginning of the project. CLIENT will utilize the personnel from the BRAZOS training to train all end users.

In order for this project to be successful, the officers need to know not only the basics of the software, but first-level troubleshooting tips for the hardware and operating system as well. It is our experience that the officers must be proficient in the mobile hardware for this project to have the long term success that CLIENT and BRAZOS are looking for.

The delivery and training processes are the most significant key to the success of this project. The BRAZOS Training Lead will ensure that all levels of CLIENT personnel who utilize the BRAZOS Solution will receive adequate training. BRAZOS will incorporate measurement tools to assist in monitoring the end-users competence in using the system. CLIENT should refer to Exhibit 17 "Brazos Lesson Plan" for more detail.

Classroom Training. The Train-the-Trainer course shall involve all officers specified to participate in the Operational Pilot. They will be given full device and software training in order to understand and become familiar with the technology. The training process includes producing several test citations with a trainer to ensure comfort with the application. Practical Application. The practical application phase begins once the officers are familiar with the technology. At this point the pilot officers will begin writing real citations.

Administrator Training. The BRAZOS Solution provides powerful management tools with great ease of use for agency administrators and management. BRAZOS will provide sufficient training to designated management personnel for them to be able to utilize those tools as well as have a solid understanding of the capabilities of the system.

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Court Training. BRAZOS will provide training to Court personnel to provide them with the ability to identify the integrated ticket information as well as how to access the information directly from the BRAZOS system.

eCifation CLIENT Software

The BRAZOS client software will be installed on Panasonic CF-H2 devices allowing the officers to write, print, and push citations electronically to the CMS. All software is embedded on the devices and is completely functional with or without a network connection. The software will be 100% configured for CLIENT and CLIENT will have the ability to define, approve and modify the layout of all screens and print jobs under the scope of this Statement of Work.

The software will have the ability to: • Allow officers to quickly and easily capture citation information. • Print the citation in the field for the violator using a Bluetooth connection to a mobile

printer. • Capture pictures of the violator and associate the pictures with the citation. • Capture voice, diagrams, and general text note fields on each citation. • All data transferred to and from the CLIENT software is both compressed and encrypted.

eCitation Server Software

CLIENT will utilize the hosted BRAZOS eCitation server for all reporting, interface and administrative functions. There are no limitations to the number of users of the hosted system. The eCitation server provides the following benefits:

• Access to add/change/delete any dropdown on the device (i.e. offenses, streets, officers, etc.).

• Access to all reports (i.e. STEP reports, Citation Detail, and over 30 other standard reports).

• Configuration and management of all users of the system for both the server and the CLIENTs.

• View and query images of citations captured via the mobile devices via internet browser. • Creation/modification of interfaces to new/existing systems. Citation Entry Screen (CES)

for entry of either paper tickets or modification to previously captured information by an authorized court assigned user.

The Citation Entry Screen (CES) shall also be configured for CLIENT and available through the hosted eCitation server. CES is configured with the same business rules as the MDC citation writing software providing CLIENT with a complete solution for all citations. Once entered into the BRAZOS system, the paper citations are exportable to the CMS software system, as well as available for all reports.

The off-site BRAZOS Solution is hosted at a Tier 1 datacenter that provides services to most of the Fortune 500 companies. BRAZOS employs Rackspace for our Tier 1 Data Center operations. Our Rackspace Data Center is located at 801 Industrial Blvd, Grapevine, TX 76051.. Rackspace is not an accredited CJIS facility, but data security to/from Rackspace is CJIS compliant. Additional Physical Security measures employed by Rackspace include:

• Keycard protocols, biometric scanning protocols and round-the-clock interior and exterior surveillance monitor access to every one of our data centers.

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DALLAS COUNTY SOW

• Only authorized data center personnel are granted access credentials to our data centers. No one else can enter the production area of the datacenter without prior clearance and an appropriate escort.

• Every data center employee undergoes multiple and thorough background security checks before they're hired.

We believe that data security, as well as CLIENT up-time, are paramount to our business as well as that of our CLIENTs. We have implemented RAID 10, redundant power supplies, and mirroring in order to minimize the impact of hardware failures. All data are backed up and stored offsite wrth incremental backups occurring every 4 hours and full backups daily. As an additional precaution, we are storing the backup data in two different physical locations with a retention of 30 days. BRAZOS data is backed up (short-term - 2 weeks) at Rackspace in Grapevine, TX. Longer-term backups (to 1 yr) are housed with Iron Mountain at a TX DPS-approved facility in Dallas, TX. Our storage policy is to retain the data as long as the CLIENT wants (including pictures, sound recordings, video, etc.). BRAZOS will absolutely comply with CLIENTS's Retention Policy, to include Purging & Expunction processes. In order to expunge data, BRAZOS will require an Expunction Order from CLIENT (from an approved CLIENT initiator). While the data may reside on our server, the data belong to the CLIENT and can be managed in any way they wish. The CLIENT can even elect to share information with other cities and in return view the information from those cities in order to better provide investigative information.

CLIENT reserves the right to inspect and verify CJIS compliance and security representations made in this section entitled "eCitation Server Software" above. CLIENT may exercise this right at reasonable times with reasonable notice to CONTRACTOR. CONTRACTOR shall promptly reply with a request to inspect by CLIENT.

Interface with Court Management System

Once citations have been synchronized to the eCitation server, the citation information is then imported into the CMS system. To enable this process, BRAZOS will utilize the existing flat file format for pushing records into the CMS. If CLIENT ever desires to change the interface, BRAZOS will do so under the maintenance agreement that is in effect at the time ..

Interface with the Records Management System Once citations have been synchronized to the eCitation server, the citation information is then imported into the RMS system. To enable this process, BRAZOS will utilize the standard Indico interface data formats and secure FTP transport method. If CLIENT ever desires to add/change this interface, BRAZOS will do so under the current maintenance agreement.

Data Conversion

After completion of the pilot, BRAZOS will work with CLIENT on converting the citation data into the BRAZOS web server for reporting only purposes. BRAZOS acknowledges we have reviewed existing XML files and CLIENT acknowledges the data conversion effort will be at "Best Effort" from BRAZOS. CLIENT will work with BRAZOS to determine all mappings, data conflict resolutions and remediation steps for records that cannot support the business rules defined by CLIENT. BRAZOS will provide CLIENT with a complete list of all records that do not meet the required data rules.

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DELIVERABLES AND SCHEDULE

Proposed System

ALL Citations

All citations created electronically through the BRAZOS System will be completed by the Officer and then submitted to the BRAZOS Server through the Sync Process. During a successful sync, all citation records will be pushed from the device to the BRAZOS Server. Once received by the BRAZOS Server, a process that is set to run every 10 minutes sets the citations to the approved status. It is at this stage that the Justice Court will be able to import the citations into CMS, RMS and print a copy of each citation (if desired).

Void • After a successful sync, the Voided Citations will be sent from the device to the BRAZOS

Server. • The Voided Citation will not be imported into the CMS system. Voided citations will be

available for review on an Audit by Parameter report.

Warning • Warning Citations will assume a status of warning and will not import into the CMS

system. All Warning citations will be available for review on an Audit by Parameter report.

Complaints • If desired by CLIENT, each of the JP Courts and issuing agencies will have the ability to

generate cornplaints in the desired format of the CLIENT. This system will replace the existing process provided by the previous ticket writing vendor. Complaints will be generated on dernand, allow the court personnel to modify the complaint, and save/print the final complaint. Changes to the format of the complaint will be the responsibility of the customer via ternplates that can be accessed by approved CLIENT personnel.

CMSExport

Citation data for "qualified citations" from the BRAZOS Server will be configured and mad e available for the BRAZOS GetLocal application to pull the data into the local environment. Once inside the local environrnent, the citation data will be sent via FTP to the CMS Mainframe for processing.

Training Training will consist of two 3-day sessions. Days one and two will be for officer training and day three will include administration and court personnel training. Operational Pilot - BRAZOS will provide full training to the officers specified by CLIENT to participate in the pilot for each Phase. The Train-the-Trainer class will consist of two formal days of training. Day 1 should occur in a classroom setting where the officers will be thoroughly exposed to training that covers the hardware, operating systems, application, troubleshooting, and proper care/maintenance. Day 2 is focused on field training and includes BRAZOS personnel at the side of CLIENT officers as the officers cornplete citations in "real world" environments. This training may incorporate such tactics as DL checks, standard traffic stops,

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DALLAS COUNTY SOW

etc. to ensure that all the officers involved are exposed to several different types of scenarios and receive the maximum effective training. Upon completion of the field training portion, BRAZOS will train the officers how to review their citations via the web based tool. BRAZOS will also train any specified supervisors in procedures for reviewing citations and voids, as well as statistical reports. BRAZOS will provide additional training to the Pilot Officers as needed to be determined by the BRAZOS and DALLAS Day 3 will include Administrator and Court Personnel training.

CLIENT Project Managers.

Full Rollout - CLIENT officers trained in the BRAZOS Train-the-Trainer will be equipped to perform full training to the officers specified to participate in the Full Rollouts. However, BRAZOS is available to assist in training as determined by CLIENT for an additional cost. The cost for each additional training day is $1,500. It is a recommended best practice to provide all officers with a basic 4 hours to include both classroom and in the field training to ensure the maximum probability of success.

System Administrator - Instructor led, hands-on training will be provided for up to eighteen (18) CLIENT Staff members who will ultimately be actively involved in administering the system. Information will include research, reports and data retrieval, as well as system management tools that allow authorized personnel to perform complex modifications and enhancements.

Web User Training- BRAZOS utilizes as "train the trainer" approach to all training. This saves on cost and enables the CLIENT to conduct user training with their own staff instructors. Instructor led, website training on a projector system will be provided for up to ten (10) CLIENT Staff members who will be actively involved in utilizing the BRAZOS solution for research, reports and data retrieval.

Court Training. BRAZOS will provide training to Court personnel to provide them with the ability to identify the integrated ticket information as well as how to access the information directly from the BRAZOS system.

Acceptance

The purpose of the acceptance testing is to determine that the system proposed and installed meets the technical and functional requirements outlined in these specifications. The system will be considered "acceptance test ready" once it has completed a full system test, including interfaces and data conversion, with no known outstanding material defects.

BRAZOS will provide assistance to CLIENT to develop an "Acceptance Test Plan" (ATP).

The CLIENT of CLIENT will provide written approval that the proposed ATP is complete and acceptable.

During the Pilot Project, BRAZOS will work closely with CLIENT personnel to ensure that each requirement specified in this Statement of Work is fully satisfied. Acceptance of the application shall be by conformity to the written Acceptance Testing Plan. Any functionality processes, or other aspects not specified in the approved Acceptance Testing Plan are considered out-of­scope and would require a written and approved Change Order.

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Full Rollout

Upon completion of the Phase I and Phase II Pilot Projects and written approval of the FINAL ACCEPTANCE, CLIENT will initiate the full rollout of the solution. BRAZOS will assist CLIENT by providing training materials, support and conSUltation to the CLIENT training officers for the perpetuation of the project.

PROJECT MANAGEMENT BRAZOS Team Project Manager (Lead) - Craig Bilawsky 888.693.2811 x1535 cbilawsky@BRAZOStech.com

As Project Manager, Craig will be responsible for establishing and administering controls to ensure the quality of deliverables are acceptable to CLIENT, monitoring project activities to ensure project schedules are met, and providing bi-weekly Status Reports. Craig will be able to authorize changes and will be expected to refer any problems or issued that cannot be resolved by on-site implementation staff to company management.

Project Manager (Backup) - Regis DeArza 888.693.2811 x 1524 rdearza@brazostech.com

Technical Lead - Ray Evans 888.693.2811 x1502 revans@brazostech.com As Technical Lead, Ray will be responsible for design and architecture of the BRAZOS software.

Training Lead - Matt Mentemeier As Training Lead, Matt will be responsible for ensuring that all CLIENT Personnel specified in this SOW are appropriately trained according to the requirements of their participation in the project. mmentemeier@BRAZOStech.com

Progress Reports Communication is crucial to the success of the project. Regular communications between BRAZOS and CLIENT staff are required.

Full Status Meeting

Phase End Reports to CLIENT Staff • Presented by BRAZOS project manager • The full status meeting will be scheduled upon the completion of each Phase. • Status of major activities • Target dates for completion of remaining tasks • Potential delays in reaching target dates and the basis for those delays • Proposed revisions to the overall work schedule - if any

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Status Reports

Bi-weekly In Writing - prepared by BRAZOS' Project Manager • Recap of previous period's work • Preview of next period's tasks • Status of major activities • Target dates for completion of remaining tasks • Potential delays in reaching target dates and the basis for those delays • Proposed revisions to the overall work schedule - if any

VIII. INSURANCE

Insurance Requirements

CONTRACTOR agrees that it will at all times during the term of this Agreement maintain in full force and effect insurance as provided herein.

A Within ten (10) calendar days after the Effective Date of this Agreement, CONTRACTOR shall furnish, at its sole cost and expense, the following minimum insurance coverage. Such insurance is a condition precedent to commencement of any work. CONTRACTOR shall, in the stated ten (10) day period, furnish to the Dallas County Purchasing Director (at the address provided below in this Insurance Section) verification of the insurance coverage in the type and amount required herein, meeting all conditions in this Agreement, by an insurance company acceptable to CLIENT and authorized to do business in the State of Texas. Such insurance shall show CLIENT as the certificate holder (general liability insurance). Coverage dates shall be inclusive of the Agreement term and each renewal period, if any. The insurance coverages, except Workers Compensation and Professional Liability, required by this Agreement, shall name Dallas County and its officers, employees and elected officials as additional insured(s)(as the interest of each insured may appear).

B. Such insurance shall provide, at a minimum, the following coverages:

1) Commercial General Liability Insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage. Crime Policy: CONTRACTOR shall maintain a Crime Policy for Employee Dishonesty with a limit of not less than $1,000,000.00. Coverage shall include provision for Theft, Disappearance and Destruction.

2) Workers' Compensation Insurance that meets the statutory requirements of the Texas Workers' Compensation Act, or if self-insured, then CONTRACTOR must provide to CLIENT evidence of a certificate issued by the Workers' Compensation Commission approving such self-insurance. In the event that any work is sublet Contractor shall require the subcontractors to similarly provide Workers Compensation Insurance for all of the subcontractors employees unless such employees are afforded protection by the CONTRACTOR. In case any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected under the Workers Compensation statute, the CONTRACTOR shall provide and shall cause each sub-contractor to provide adequate and suitable insurance for the protection of his employees not otherwise protected.

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DALLAS COUNTY SOW

Types of Coverage

Workers' Compensation

Employer's Liability Bodily injury by Accident Bodily injury by Disease Bodily injury by Disease

Limits of Liability

Statutory

$500,000.00 Each Accident $500,000.00 Each Employee $500,000.00 Policy Limit

3) Professional Liability. CONTRACTOR shall maintain professional liability insurance covering errors and omissions and, if policy is claims made, maintain thereafter for an additional three (3) years from the date the project is accepted as complete by the Commissioners Court, sufficient errors and omissions insurance in the amount of not less than Five Hundred Thousand and 00/100 Dollars ($500,000.00) with certificates evidencing such coverage.

2) Comprehensive Automotive Liability Insurance. Prior to using or causing to be used a motor vehicle other than a vehicle for hire (cab), CONTRACTOR shall furnish to the County Risk Manager a certificate showing comprehensive auto liability insurance covering all owned, hired and non-owned vehicles (excluding cabs) used in connection with the work performed under this Agreement, with the minimum limits of State required automobile liability insurance for bodily injury and property damages.

C. CONTRACTOR agrees that, with respect to the above referenced insurance, all insurance contracts/policies will contain the following required provisions:

1) This insurance shall not be canceled, limited in scope or coverage or for non-payment of premium, has been given by the insurance company to the CLIENT.

2) Provide that the inclusion of one or more persons, corporations, organizations, firms or entities as insured's under this policy shall not in any way affect the right of any such person, corporation, organization, firm or entity with respect to any claim, demand, suit, or judgment made, brought or recovered in favor of any other insured.

3) Provide that this policy shall protect each person, corporation, organization, firm or entity in the same as though a separate policy had been issued to each, provided that its endorsement shall not operate to increase the insurance company's limits of liability as set forth elsewhere in the policy.

4) Provide for an endorsement that the other insurance clause shall not apply to the CLIENT where CLIENT is an additional insured on the policy.

5) Provide for notice to the Dallas County Purchasing Director at the address shown in this Contract by registered mail, return receipt requested, and full postage paid, sent to:

Records Building, 6th Floor 509 Main Street, Room 103 Dallas, Texas 75202-5799

D. CONTRACTOR agrees to waive subrogation, and each applicable policy of insurance shall state a waiver of subrogation, against CLIENT, its elected officials, officers, employees, agents and representatives for injuries, including death, property damage and/or any other loss.

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E. CONTRACTOR shall provide that all provisions of this Agreement concerning liability, duty and standard of care, together with the indemnification provisions, shall be underwritten by contractual liability coverage sufficient to include obligation within applicable policies.

F. It is agreed that the CONTRACTOR's insurance shall be deemed primary with respect to any insurance or self-insurance carried by CLIENT for liability arising out of operations under this Agreement with the CLIENT.

G. CONTRACTOR shall be solely responsible for all cost of any insurance as required here, any and all deductible amount, which in no event shall exceed ten percent (10%) of the amount insured an in the event that an insurance company should deny coverage. All insurance coverage shall be on an occurrence basis or a claims basis if CONTRACTOR provides for three (3) year tail coverage, unless specifically approved in writing and executed by County Risk Manager.

H. It is the intent of these requirements and provisions that insurance covers all cost and expense so that CLIENT will not sustain any expense, cost, liability, or financial risk as a result of the performance of services under this Agreement.

I. Except as otherwise expressly specified, CONTRACTOR shall agree that all policies of insurance shall be endorsed, waiving the issuing insurance company's right of recovery against CLIENT, whether by way of subrogation or otherwise.

J. Insurance certificates. The certificates of insurance shall list CLIENT as the certificate holder. All insurance policies or duly executed certificates for the same required to be ca rried by CONTRACTOR under this Agreement, together with satisfactory evidence of the payment of the premium thereof, shall be delivered to the Dallas County Purchasing Director located at the Dallas County Records Building, 509 Main Street, 6th Floor, Dallas, Texas 75202 within ten (10) calendar days of execution and/or renewal of this Agreement and upon renewals and/or material changes of such pOlicies, but not less than fifteen (15) calendar days prior to the expiration of the term of such coverage, or such non-delivery shall constitute a default of this Agreement subject to irnmediate termination at CLIENT's sole discretion.

L. If CONTRACTOR and/or its subcontractors fail to comply with any of the requirements relating to insurance, CLIENT, in addition to all other remedies allowed by this Agreement or in law, may, at its sole discretion and without waiving any rights that it may have, and in addition to all other remedies allowed by this Agreement, obtain such insurance and deduct from the payments to CONTRACTOR the expense of obtaining such insurance and the cost of insurance premiums. However, neither CONTRACTOR nor any third party shall have any recourse against the CLIENT for payment of any premiums or assessment for any deductibles, or payment of any amount that would have been payable by any such insurance, as all such liability, cost, expense, premiums and deductibles are the sole responsibility and risk of the CONTRACTOR.

M. In the event CONTRACTOR fails to maintain insurance as required herein, CONTRACTOR shall immediately cure such lapse in insurance coverage at CONTRACTOR's sole expense, and pay CLIENT in full for all costs and expenses incurred by CLIENT under this contract as a result of such failure to maintain insurance by CONTRACTOR, including costs and reasonable attorney's fees relating to CLIENTs attempt to cure such lapse in coverage. Such costs as attorney's fees, not to exceed fifteen hundred and 00/100 dollars ($1,500.00), shall be automatically deducted from monies or payments owed to CONTRACTOR by CLIENT.

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Moreover, CLIENT shall retain five percent (5%) of the value of the Agreement that shall be placed into an account from monies or payments owed to CONTRACTOR by CLIENT to cover CLIENT's potential exposure to liability during the period of such lapse. The retainage shall be held by CLIENT until six (6) months after the term of the contract has ended or has otherwise been terminated, cancelled or expired and shall be released if no claims are received or lawsuits filed against CLIENT for any matter that should have been covered by the required insurance.

CONTRACTOR FURTHER AGREES TO INDEMNIFY CLIENT FOR ANY PENALTIES, FINES, JURY AWARDS, COURT COSTS, LITIGATION EXPENSES, AND ATTORNEY'S FEES INCURRED BY CLIENT DUE TO CONTRACTOR'S FAILURE TO MAINATIN THE REQUIRED INSURANCE AT ALL TIMES DURING THE TERM OF THIS AGREEMENT. CONTRACTOR, AT ITS OWN EXPENSE WITH COUNSEL OF CLIENT'S CHOICE, WILL DEFEND AND HOLD CLIENT HARMLESS IN ANY CLAIM OR ACTION AGAINST CLIENT THAT OCCURRED AS A DIRECT OR INDIRECT RESULT OF CONTRACTOR'S FAILURE TO MAINTAIN INSURANCE AL ALL TIMES DURING THE TERM OF THIS AGREEMENT. WITHOUT WAIVING ANY RIGHTS UNDER SOVEREIGN IMMUNITY, THE CLIENT SHALL COOPERATE WITH AND MAY MONITOR CONTRACTOR IN THE DEFENSE OF ANY CLAIM, ACTION, OR PROCEEDING AND WILL, IF APPROPRIATE, MAKE EMPLOYEES AVAILABLE AS CONTRACTOR MAY REAASAONBLY REQUEST WITH REGARD TO SUCH DEFENSE, SUBJECT TO THE REIMBURSEMENT BY CONTRACTOR OF ALL COSTS AND EXPENSES OCCASIONED BY THE CLIENT'S COOPERATION IN SUCH DEFENSE. CONTRACTOR AGREES NOT TO SETTLE ANY SUCH CLAIM WITHOUT CLIENT'S CONSENT, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

N. Approval, disapproval or failure to act by CLIENT regarding any insurance supplied by CONTRACTOR shall not relieve CONTRACTOR of full responsibility or liability for damages and accidents as set forth herein. Neither shall bankruptcy, insolvency or denial of liability by any insurance company exonerate the CONTRACTOR from liability.

O. Minimum insurance is a condition precedent to any work performed under this Agreement and for the entire term of this Agreement, including any renewals or extensions. In addition to any and all other remedies CLIENT may have upon CONTRACTOR's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, or such insurance lapses, is reduced below minimum requirements or is prematurely terminated for any reason, CLIENT shall have the right to:

1) Order CONTRACTOR to stop work hereunder, which shall not constitute a Suspension of Work;

2) Withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof and assurance and proof acceptable to CLIENT that there is no liability to CLIENT for failure to provide such required insurance;

3) At its sole discretion, declare a material breach of this Agreement, which, at CLIENT's discretion, may result in:

a) termination of this Agreement;

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b) demand on any bond, as applicable;

c) any combination of the above;

P. CONTRACTOR shall advise CLIENT in writing within twenty-four (24) hours of any claim or demand, against CLIENT or CONTRACTOR, known to Firm related to or arising out of Firm's activities under this Agreement.

Q. Acceptance of the services by CLIENT shall not constitute nor be deemed a release of the responsibility and liability of Firm, its employees, associates, agents or subcontractors for the accuracy and competency of their services; nor shall such acceptance be deemed an assumption of responsibility or liability by CLIENT for any defect in the services performed by Firm, its employees, subcontractors, and agents.

R. Nothing herein contained shall be construed as limiting in any way the extent to which Firm may be held responsible for payments of damages to persons or property resulting from CONTRACTOR's or its subcontractor's performance of the work covered under this Agreement.

S. CONTRACTOR shall notify CLIENT in the event of any change in coverage and shall give such notices not less than thirty days prior to the change, which notice must be accompanied by a replacement certificate of insurance.

T. Standard of Care: Services provided by CONTRACTOR under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar Agreements.

U. These provisions are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

V. The provisions of this Section VIII shall survive termination or expiration of this Agreement or any determination that this Agreement or any portion hereof is void, voidable, invalid or unenforceable.

IX. Miscellaneous

1. NO INDEMNIFICATION BY CLIENT. CONTRACTOR ACKNOWLEDGES AND AGREES THAT CLIENT DOES NOT HAVE THE ABILITY UNDER ARTICLE XI, SECTION 7 AND ARTICLE III, SECTION 49 OF THE TEXAS CONSTITUTION TO INDEMNIFY CONTRACTOR OR ANY OTHER THIRD PARTY FOR DAMAGES ARISING UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE COMPLETION, SUSPENSION, TERMINATION, EXPIRATION ANDIOR CANCELLATION OF THIS AGREEMENT OR ANY DETERMINATION THAT THIS AGREEMENT OR ANY PORTION HEREOF IS VOID, VOIDABLE, INVALID OR UNENFORCEABLE. 2. Sovereign Immunity. This Agreement is expressly made subject to CLIENT's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The Parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver of any immunities from suit or from liability that CLIENT has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. 3. Fiscal Funding. Notwithstanding any provisions contained herein, the obligations of the CLIENT under this Agreement are expressly contingent upon the availability of funding for each item and obligation contained herein for the Term of the Agreement and any extensions thereto

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as required by Chapter 791 of the Texas Government Code, CONTRACTOR shall have no right of action against CLIENT in the event CLIENT is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or authorize funding for this Agreement during the current or future fiscal years, In the event that CLIENT or CONTRACTOR is unable to fulfill its obligations under this Agreement as a result of lack of sUfficient funding, or if funds become unavailable, each Party, at its sole discretion, may provide funds from a separate source or rnay terminate this Agreement by written notice to CONTRACTOR pursuant to Exhibit 18, 4. Audit. The Dallas County Auditor, its assigns, or any other governmental entity approved by CLIENT shall have the unrestricted right to audit all data or documents related to this Agreement including invoices. Such data shall be furnished to CLIENT at a mutually convenient time and within a reasonable time, Should CLIENT determine it reasonably necessary, CONTRACTOR shall make all of its records, books, and documents reasonably related to this Agreement available to authorized CLIENT personnel, at reasonable times and within reasonable periods, for inspection or auditing purposes or to substantiate the provisions of services under this Agreement. 5. Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 6. Proprietary Marking. Any information, software, or documents the CONTRACTOR uses in the performance of the services provided under this Agreement that CONTRACTOR considers confidential or proprietary or that contains trade secrets must be clearly marked accordingly, This marking must be explicit as to the designated information. The designation, however, may not necessarily guarantee the non-release of the documents or information under the Texas Public Information Act or otherwise required by law, 7. Public Information Act. The Parties acknowledge and agree that CLIENT is subject, as a matter of law, to TEX, GOV'T CODE ANN, § 552 (Vernon 1994), also known as the "Texas Public Information Act" (hereinafter "Public Information Act"), Notwithstanding any other proviSion, the Parties agree that in the event that any provision of this Agreement, or other documents related to this Agreement, including, but not limited to, any exhibit, attachment, amendment, addendum, or other incorporated document, is in conflict with the Public Information Act, such provision shall be of no force or effect. Furthermore, it is expressly acknowledged and agreed that the District Attorney, County Commissioners Court, County Judge, Elected County Officials, County Department Heads and County Employees (hereinafter "County Requestors") may request advice, decisions and opinions of the Attorney General of the State of Texas in regard to the application of the Public Information Act to any software, hardware, firmware, or any part thereof, or other equipment or item, data or information, or any other thing or item furnished to or in the possession or knowledge of Purchaser, It is further acknowledged and agreed that the County Requestors have the right and obligation by law to rely on the advice, decisions and opinions of the Texas Attorney General. CONTRACTOR hereby releases the County Requestors from any and all liability or obligation of any type, kind or nature regarding any disclosure of any software, hardware, firmware, or any part thereof, or other equipment or item, data or information, or any other thing or item furnished by CONTRACTOR or in the possession or knowledge of the CLIENT that is determined by CLIENT or in reliance on any advice, decision or opinion of the Texas Attorney General to be available to the public or any persons, 8. Contra Proferentum. The doctrine of contra proferentum shall not apply to this Agreement. If an ambiguity exists in this Agreement, the Agreement shall not be construed against the Party who drafted the Agreement and such Party shall not be responsible for the language used. 9. Notice. Any notice to be given under this Agreement shall be deemed to have been given if reduced to writing and delivered in person or mailed by overnight or Registered Mail, postage

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pre-paid, to the party who is to receive such notice, demand or request at the addresses set forth below. Such notice, demand or request shall be deemed to have been given three (3) days subsequent to the date it was so delivered or mailed.

TO CLIENT: Stanley Victrum Dallas County Chief Information Officer 509 Main Street, 6th floor Dallas, Texas 75202

TO CONTRACTOR: Mike Southard VisualPro 360, llC. 501 lakeview Heights Dr. Jefferson Crty, Missouri 65109

10. Insurance Requirements. See "insurance" section VIII.

11. Signatory Warranty. The person or persons Signing and executing this Agreement on behalf of CONTRACTOR, or representing themselves as signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she or they have been duly authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, conditions and provisions herein set forth.

12. CJIS Information Access. CLIENT shall require every CONTRACTOR agent, employee, contractor, or subcontractor who will have access or potentially have access to Criminal Justice Information (CJI) pursuant to this Statement of Work to execute the CJIS Security Addendum in accordance with the Federal Bureau of Investigation CJIS Policy 5.1 Section 5.1.1.5. The CJIS Security Addendum is attached as Exhibit 23 to this Statement of Work and incorporated herein by reference. The CJIS Security Addendum shall be executed by all CONTRACTOR agents, employees, contractors, or subcontractors performing services, supervision, work, labor, or other related activities pursuant to this Statement of Work before obtaining access or potential access to systems processing, storing or transmitting CJI. Furthermore, CLIENT in its sole discretion shall make a determination based upon Texas Commission on law Enforcement Officer Standards and Education (TClEOSE) peace officer criminal history screening rules (Title 37, Texas Administrative Code, Chapter 217) to determine eligibility for systems access for all CONTRACTOR agents, employees, contractors, or subcontractors related to this Statement of Work. This shall include criminal background checks and fingerprint identification

13. Software Escrow Agreement Requirement. Within 60 days formal execution of this SOW, CLIENT and CONTRACTOR shall negotiate and good faith to execute a Software Escrow Agreement. Once the Software Escrow Agreement is executed by the Parties, CONTRACTOR shall deposit with the Escrow Agent one copy each of the following Escrowed Material: (a) the Source Code and/or Object Code (as applicable) to all Licensed Software furnished under said Contract to the County; (b) all Specifications, Documentation, and such other materials pertaining to the Licensed Software as the County would reasonably require in order to configure, install, modify, and support the Licensed Software; and (c) the names and contact information for each programmer involved in the creation of the Software. A valid and fully executed Software Escrow Agreement shall be a condition precedent to payment made under "milestones" 2, 3, 4 in attached Exhibit 2B.

14. Exhibits Incorporated. Section X below, contains a list of exhibits which shall be attached to this Statement of Work. All exhibits listed in Section X are incorporated herein by reference.

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15. ORDER OF PRECEDENCE FOR EXHIBITS. IN THE EVENT OF A CONFLICT OF TERMS, CONDITIONS, WARRANTIES, REPRESENTATIONS, OR OTHER WRITTEN STATEMENTS BETWEEN THE PARTIES TO THIS SOW, THE PARTIES HEREBY EXPRESSLY AGREE, REPRESENT, AND WARRANT THAT THE TERMS CONTAINED IN THIS SOW ABOVE SHALL CONTROL OVER ANY TERMS IN AN ATTACHED AND INCORPORATED EXHIBIT IN SECTION X. HOWEVER, IN THE EVENT THE CLIENT'S PURCHASE ORDER TERMS PROVIDES MORE FAVORABLE OR MORE SPECIFIC TERMS TO OR FOR CLIENT REGARDING A LEGAL MATTER, THE MORE BENEFICIAL OR FAVORABLE TERM SHALL CONTROL IN FAVOR OF CLIENT, THE CLIENT PURCHASE ORDER IS ATTACHED AS EXHIBIT 18. FURTHERMORE, CONTRACTOR WARRANTS AND REPRESENTS THAT CONTRACTOR HAS APPROVAL OF ALL SUBCONTRACTORS AND SHALL FULLFILL ALL OBLIGATIONS OF ANY SUBCONTRACTORS CONTAINED IN THIS SOW OR ANY ATTACHED EXHIBIT.

X. Exhibits

lili!ml!>.ef· . . .. ';;f ·t. t. .. .' .. :,;.; .••. :.'> .. ; ... ·· .. oIitl$~I~lj "Ni;ime; .' ." ,.; .' . ' ... .... . 1 Project Roster

2A Proiect Plan 2B Project Milestones 3 Pricing Quote 4 Panasonic Extended Toughbook Warranty 5 Panasonic Extended Arbitrator Warranty 6 Panasonic Hard Drive Warranty 7 pcProx 82 WavelD Specs 8 UA Hardware Warranty 9 UA Software As A Service Agreement

10 . MWBE 11 EEO-1 Form 12 Certificate of Insurance 13 Dallas County Ride Along Waiver 14 Arbitrator Limited Use License Agreement 15 Arbitrator Annual Support and Maintenance Agreement 16 , Arbitrator System Requirements 17 I Brazos Lesson Plan 18 Dallas County PO Terms and Conditions 19 Internal Contact Form 20 Planning-Application Collection Form 21 Plannin>l-Computer Model Support Form 22 Microsoft QFE's 23 CJIS Security Addendum 24 Brazos Software License 25 Brazos Software Maintenance Agreement 26 Front End and Back End System Requirements

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XI. SIGNATURE PAGE

DALLAS COUNTY By:

Name: Clay Jenkins Title: Dallas County Judge Date:

DALLAS COUNTY* CRAIG WATKINS DISTRICT ATTORNEY

TERESA GUERRA SNELSON CHIEF, CIVIL DIV~ION~/

, ~~-j:;?~, By 7Cqz4~

Randall Miller " .' Assistant District Attorney

VISUALPRO 360, LLC. By:

Name: Title: Date:

Mike Southard Owner

*By law, the Dallas County District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attorney(s).

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