HomeMy WebLinkAboutContract 33586 CITY SECRETARY
:ONTRACT NO.
MASTER SUPPORT AGREEMENT ,��
This Master Support Agreement (this "Agreement") Is entered into this SQL.— day of 20OXV p6"
(the"Effective Date"), by and between the City of Fort Worth,Texas (the"Client°)with its primary place of
business at 1000 Throckmorton,Fort Worth,Texas,76102 and CompuDyne—Public Safety&Justice,Inc.,a ��
Virginia corporation having its primary place of business at 39950 Civic Center Drive, Fremont, California
94538('CompuDyne').
WHEREAS, the Client has determined that It desires to obtain from CompuDyne certain support services
relating to a computer automated system previously developed and Implemented by CompuDyne for the
Client pursuant to City Secretary Contract No4.4140 ,,w!?;an �
WHEREAS,CompuDyne is qualified to provide the support services specified in this Agreement and, subject
to the terms and conditions set forth in this Agreement, CompuDyne desires to provide such support
services;
NOW THEREFORE,in consideration of the mutual covenants contained herein, the Client and CompuDyne
hereby agree as follows:
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference,unless otherwise defined herein.
2. Scope of Work
2.1 Basic Support. Subject to the terms and conditions set forth in this Agreement,
CompuDyne shall provide the following support for the Covered Applications("Basic Support").
(a) Application Errors. CompuDyne will correct any Error in any of the Covered
Applications discovered by the Client during the term of this Agreement, provided (a) the Client
provides all information regard)ng such Error that may be requested by CompuDyne In accordance
with Section 5.1 hereof[Technical Service Requests), (b)such Error Is reproduced by the Client In
accordance with Section 5.4 hereof [Error Reproduction], and (c) the Client has provided
CompuDyne with remote access to the System as required under Section 5.2 hereof [Remote
Access].
(b) Customer Support Center. CompuDyne will provide toil-free telephone support for
routine operational and technical assistance. Support for Priority One Calls relating to CompuDyne's
Computer Aided Dispatching(CAD)software application,Correctional Management Systems(CMS)
software application and Message Switch System (MSS) software application shall be available
twenty four hours a day, seven days a week. Support for all other calls will be available during
CompuDyne's normal support hours of 8:00 a.m.to 5:30 p.m.Central time(not including weekends
and CompuDyne holidays). CompuDyne reserves the right to charge reasonable call-out fees for
any call received other than during CompuDyne's normal support hours.
(c) Account Manager. CompuDyne will designate, In a written notice delivered in
accordance with Section 24 hereof [Notices], a single individual to act as the account manager for
purposes of coordinating technical support as set forth herein (the"Account Manager"). The Account
Manager shall ensure CompuDyna's compliance with, and shall coordinate appropriate schedules In
connection with, its obligations set forth herein. CompuDyne may change the individual designated
hereunder by providing the Client with advance written notice delivered in accordance with Section 24
hereof[Notices]designating the new individual authorized to act as the Account Manager. i{
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(d) Status Reports. CompuDyne will provide the Client with a monthly status report (a
"Monthly Status Report"). Each Monthly Status Report will include a summary of site activity and a
summary of requests by the Client for technical services delivered in accordance with Section 5.1
hereof [Technical Service Requests]. Each Monthly Status Report will be delivered to the Client in
accordance with the notice provisions set forth in Section 24 hereof[Notices].
(e) Back-Ups. Subject to the Client's obligations under Section 5.5 hereof
[Maintenance and Back-Ups], CompuDyne will (a) provide and maintain automated back-up scripts,
(b) review on a monthly basis back-up logs to insure required back-ups are being successfully
completed; and (c) subject to the Client's obligations under Section 5.5 hereof (Maintenance and
Back-Ups], test the back-up procedure on a monthly basis by mounting back-up tapes of a specific
date for examination.
(i) Interface Updates. CompuDyne will provide updates to the National Crime
Information Center interface (via TCIC and/or TLETS) and related Documentation, including all
existing screen formats developed and currently supported by CompuDyne,for all legal requirements
or modifications mandated by the National Crime Information Center, when such requirements or
modifications require a modification to the Source Code relating to any Covered Application and are
necessary for the proper performance of the Covered Applications.
(g) Changes mandated to the communications protocols by any state, county, city or
municipal governmental entity , TCIC, TLETS, or the National Crime Information Center are outside
the scope of this section.
2.2 Additional Support Options. In addition to Basic Support, &P4—
the Client may purchase additional support options, such as Advanced Database Supporl, Advanced System
Support, Advanced Network Support and other services that may, from time to time, be offered by
CompuDyne (each, an "Additional Support Option"). The Client may request information regarding the
Additional Support Options currently available from the CompuDyne Account Manager. The terms and
conditions for each Additional Support Option shall be set forth in a separate exhibit which, upon payment of
the required annual fee for such Additional Support Option,shall automatically become part of this Agreement
and shall be subject to the terms hereof. The Client may discontinue any Additional Support Option by
providing CompuDyne at least ninety (90)calendar days prior written notice identifying the Additional Support
Option to be discontinued; provided, however, that such discontinuance shall not be effective until the next
occurring Payment Date.
2.3 Enhancements. From time to time, the Client may request CompuDyne to provide under
this Agreement services and materials to furnish, install and implement an Enhancement. The installation
and implementation of such Enhancement shall be provided, at CompuDyne's option, on a fixed-quote basis
with payment milestones. No Enhancement shall be provided under this Agreement unless (a) this
Agreement is amended as necessary or appropriate to include the Enhancement Terms relating to the
Enhancement; (b) the Enhancement Terms are attached to this Agreement as a new exhibit and, except as
specifically set forth therein, are subject to the terms hereof; (c) the Enhancement Terms include terms
regarding final acceptance of the Enhancement; (d) the Enhancement Terms provide that, upon final
acceptance of the Enhancement, Exhibit 2 to this Agreement shall be amended to include the Enhancement
as a Covered Application subject to the Client's payment of any necessary additional support fees relating to
the Enhancement; and (e) the Enhancement Terms provide that, upon final acceptance of such
_Enhancement,_the Software License_Agreement_shall be amended as necessary or_appropriate_to grant to
the Client the appropriate rights to use the Enhancement, subject to payment in full of all amounts due under
the Enhancement Terms.
2.4 Out of Scope Services. From time to time, the Client may request CompuDyne to provide
under this Agreement certain Out of Scope Services. CompuDyne shall be under no firm obligation to
perform any Out of Scope Services, but shall undertake to make a good faith effort to perform such services
to the extent that it is capable of doing so without substantially interfering with its other obligations under this
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Agreement or with its obligations to its other customers. Any Out of Scope Services shall be provided on a
fixed-quote basis
3. Term
The term of this Agreement shall commence on May 19, 2006 and shall continue through September IA*
30,2006, The City shall have the option to renew this agreementfor four(4)additional one year periods.
4. Fees and Payment
4.1 Annual Support Fees
(a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the
Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto
and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of
any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date
during the term of this Agreement.
(b) Additional Support Options. The Client shall pay an annual fee for any requested
Additional Support Options. The amount of such annual fee shall be set forth on the exhibit
pertaining to such Additional Support Option and shall be paid on or prior to the commencement of
any services relating to such Additional Support Option and,thereafter,on each Payment Date during
the term of this Agreement unless such Additional Support Option has been discontinued in
accordance with Section 2.2 hereof[Additional Support Options].
4.2 Annual Adjustments. The fees payable pursuant to Section 4.1 hereof [Annual Support
Fees] will be increased on an annual basis by no more than five percent (5%) upon at least thirty (30) days
prior written notice to the Client, as reflected on CompuDyne's invoice for the annual fee. Any such increase
shall become effective on the next occurring Payment Date.
4.3 Invoices. Invoices for the annual fees required pursuant to Section 4.1 hereof [Annual
Support Fees]shall be payable on or prior to each Payment Date during the term of this Agreement. All other
invoices issued hereunder shall be payable within thirty (30) days of receipt unless otherwise specifically
provided therein.
4.4 Consequences of Late Payment. Failure to pay any amount owing hereunder when such
amount is due shall constitute a material default under this Agreement and could result in the termination of
this Agreement or all or part of the Basic Support or any Additional Support Option. CompuDyne reserves the
right to charge the Client an administrative fee to reinstate any part of its support that has lapsed due to
nonpayment. The administrative fee shall equal ten percent (i 0%) of the then-current annual support fee for
the lapsed support.
5. Client Responsibilities
5.1 Technical Service Requests. The Client shall provide all information requested by
CompuDyne necessary to complete its Technical Service Request Form for each request for technical services,
whether under this Agreement or otherwise.
5.2 Remote Access. The Client shall provide remote system access in accordance with the
document titled "Security Standards For Outside Data Connections To City Of Fort Worth Networks" (the
"Extranet Standard")set forth in Exhibit 7 hereto. CompuDyne shall not be responsible for any costs relating to
the installation, maintenance and use of such equipment and all associated telephone use charges.
CompuDyne shall use the data connection solely in connection with the provision of its services hereunder. The
Client shall run appropriate tests following each remote access as requested by CompuDyne. If the Client fails
to run necessary tests as required in this Section 5.2,CompuDyne will provide such services and will charge the
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Client for such services at CompuDyne's then current technical service rates plus all related travel, per diem and
other expenses.
5.3 Physical Access. The Client shall provide CompuDyne with physical access to the System at
any time during normal business hours. After normal business hours, the Client shall ensure that one of the
Technical Support Coordinators designated under Section 5.11 hereof[Technical Support Coordinators]can be
reached by phone or pager to (a) provide physical access to the System within two (2) hours of CompuDyne's
request for such access, and (b) remain on-site until CompuDyne determines that there is no longer a need for
physical access.
5.4 Error Reproduction. Upon detection of any Error in any of the Covered Applications, the
Client shall provide CompuDyne a listing of output and any other data, including databases and back-up
systems, that CompuDyne may reasonably request in order to reproduce operating conditions similar to those
present when the Error occurred.
5.5 Maintenance and Back-Ups. The Client shall ensure that maintenance and back-up activities
relating to the Covered Applications and the System, including without limitation backing up databases and
journal logs, purging out of date records and running reports and performing diagnostics as requested by
CompuDyne, are carried out in accordance with the schedule and methodology specified on Exhibit 6 attached
hereto and incorporated herein by this reference.
5.6 Data input. The Client shall update and maintain the input data as may be required by
CompuDyne for satisfactory operation of the Covered Applications, and be responsible for the accuracy of all
Client-provided data.
5.7 Third-Party Product Support. The Client shall obtain and maintain in effect during the term of
this Agreement the technical support contracts for certain Third-Party.Products as specified on Exhibit 4
attached hereto and incorporated herein by this reference, and shall ensure that, in addition to authorizing the
Client to request support services there under, each such support contract also expressly authorizes
CompuDyne to request support services there under on the Client's behalf.
5.8 System Security. The Client shall ensure that the security of the System conforms in all
respects to the state-mandated law enforcement telecommunications requirements. The Client shall ensure that
no workstations have access to the Covered Applications other than those licensed by CompuDyne to access
the Covered Applications and that such access is limited to only those TCP/IP addresses and TCP/1P service
ports identified by CompuDyne required to support such workstations.
5.9 System Modifications. The Client shall ensure that,with respect to each Covered Application,
such Covered Application is installed only on the Authorized Server(s) and only at the Authorized Site(s). The
Client shall ensure that each Authorized Site(s) conforms in all respects to the Site Specifications set forth on
Exhibit 5 attached hereto and incorporated herein by this reference (the "Site Specifications"). The Client shall
ensure that no changes or other alterations or modifications are made to the System Configuration without
concurrence of CompuDyne; provided, however, that this requirement is not intended to constitute in any
manner CompuDyne's approval,certification, endorsement or warranty of the System Configuration.
5.10 Authorized Client Representative. The Client shall designate, in a written notice delivered in
accordance with Section 24 hereof [Notices], a single individual to act as the Client's authorized representative
for purposes of this Agreement (the"Client Representative"). Such individual (a) must be authorized to act on
the Client's behalf with respect to all matters relating to this Agreement;(b) shall ensure the Client's compliance
with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with
CompuDyne's services under this Agreement. The Client may change the individual designated hereunder by
providing CompuDyne advance written notice delivered in accordance with Section 24 hereof [Notices]
designating the new individual authorized to act as the Client Representative.
5.11 Technical Support Coordinators. The Client shall designate, in a written notice delivered in
accordance with Section 24 hereof [Notices], one or more individuals to act as the Clients technical support
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coordinator (a "Technical Support Coordinator'. The Client shall ensure that each Technical Support
Coordinator designated hereunder shall have received the training required under Section 5.12 hereof[Training]
and shall otherwise be familiar with the Covered Applications and the System. The Client shall ensure that,at all
times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle
operational problems, where appropriate; (b) to provide access to the System as required under Section 5.3
hereof [Physical Access]; (c) to provide on-site technical assistance as required by CompuDyne to aid
CompuDyne in performing its services hereunder; and (d) to review all Monthly Status Reports delivered
hereunder and, if required, provide CompuDyne with required direction regarding recommended preventative
maintenance activities. The Client may change any individual designated hereunder by providing CompuDyne
with advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new
individual authorized to act as a Technical Support Coordinator,
5.12 Training. The Client shall ensure that all Technical Support Coordinators and other personnel
have received the training specified on Exhibit 3 attached hereto and incorporated herein by this reference, and
otherwise maintain sufficient personnel with sufficient training and experience to perform its obligations under
this Agreement.
5.13 Operations Review. The Client shall meet with CompuDyne as may be reasonably requested
to discuss operational issues and the status of the Covered Applications and the other components of the
System, and as required to provide timely responses to issues identified by CompuDyne related to maintenance
of the Covered Applications or the other components of the System. The Client shall ensure that key personnel
designated by CompuDyne participate in the operations review process.
6. Exclusions
6.1 Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned
on the observance of the responsibilities of the Client set forth in Section 5 hereof[Client Responsibilities]and in
the Software License Agreement. Any Additional Support Option provided hereunder is expressly conditioned
on the observance of the responsibilities of the Client set forth in Section 5 hereof[Client Responsibilities],in the
Software License Agreement and in the exhibit pertaining to such Additional Support Option.
6.2 Reserved.
6.3 Failure of Remote Access. If the Client is unable to provide remote access to the System
as required by Section 5.2 hereof[Remote Access], CompuDyne will, at the Client's request, provide on-site
services to correct an Error to the extent otherwise required hereunder and will charge the Client for such
services at CompuDyne's then current technical service rates plus all related travel, per diem and other
expenses invoiced as incurred.
6.4 Unauthorized Modifications. CompuDyne is under no obligation to correct any Error in any
of the Covered Applications if the Error is due to a modification or alteration to such Covered Application in
violation of the terms of the Software License Agreement or relates to any portion of such Covered
Application that has been affected by software not developed and installed by CompuDyne. CompuDyne is
under no obligation to correct any problems caused by any modification or alteration to any component of the
System or to the System Configuration in violation of the terms of this Agreement or caused by software or
hardware not developed and installed by CompuDyne. If requested by the Client, CompuDyne will provide
technical support services to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services]
and will charge the Client for such services at CompuDyne's then current technical service rates plus all
related travel,per diem and other expenses invoiced as incurred.
6.5 Unauthorized Use. CompuDyne is under no obligation to correct any Error in any of the
Covered Applications or any problems with any other component of the System if such Error or other problem
is caused by (a) accident, neglect, misuse or abuse on the part of any party other than CompuDyne; (b) is
due to exposure to conditions outside the range of the environmental, power and operating specifications
provided by CompuDyne in the Site Specifications delivered pursuant to Section 5.9 hereof [System
Modifications]; or (c) use of any of the Covered Applications or any other component of the System for any
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purpose other than that for which it was originally acquired. If requested by the Client, CompuDyne will
provide technical support services to resolve such problems pursuant to Section 2.4 hereof [Out of Scope
Services] and will charge the Client for such services at CompuDyne's then current technical service rates
plus all related travel,per diem and other expenses invoiced as incurred.
6.6 Third-Party Products. CompuDyne shall have no responsibility for correcting or resolving
any errors,defects or failures in any Third-Party Products. CompuDyne's only obligation with respect to such
Third-Party Products is to assist with the coordination of support services with the appropriate third-party
vendor to the extent such support services are available to the Client.
6.7 Third-Party Product Compatibility. CompuDyne shall have no responsibility for any Third-
Party Product provided and installed on or integrated into the System by any other party without
CompuDyne's prior written authorization, including but not limited to responsibility for the installation and
integration of any such Third-Party Products, the condition, operation and performance of any such Third-
Party Products, the compatibility of any such Third-Party Products with the Covered Applications, and any
impact any such Third-Party Products have on the overall operation or performance of any of the Covered
Applications or any other component of the System. If requested by the Client, CompuDyne will provide
technical support services pursuant to Section 2.4 hereof[Out of Scope Services]to resolve any operation or
performance problems relating to any of the Covered Applications or any other component of the System
caused by any such Third-Party Products or to assist with the integration of any such Third-Panty Products
with or into any of the Covered Applications or any other component of the System. CompuDyne will charge
the Client for any such services at CompuDyne's then current technical service rates plus all related travel,
per diem and other expenses invoiced as incurred.
6.8 General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN,
COMPUDYNE DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED
APPLICATIONS OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY,
SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR
PURPOSE.
7. Protection of Confidential and Proprietary Information
7.1 All Client Confidential Information shall be held in strict confidence by CompuDyne, and
CompuDyne shall not,without the Client's prior written consent, disclose such information to any person or
entity other than to CompuDyne's employees or consultants legally bound to abide by the terms hereof and
having a need to know such information in connection with CompuDyne's performance of the services
hereunder,or use such information other than in connection with the performance of the services hereunder.
The term "Client Confidential Information" shall include all Client data ,including that which resides in City
databases. and other written information of a confidential nature clearly labeled by the Client as_being
confidential. CompuDyne understands and agrees that the unauthorized use or disclosure of Client
Confidential Information may irreparably damage the Client. In the event of CompuDyne's breach or
threatened breach of any of the provisions in this Section 7.1, the Client shall be entitled to an injunction
obtained from any court having appropriate jurisdiction restraining CompuDyne from any unauthorized use or
disclosure of any Client Confidential Information.
7.2 All CompuDyne Confidential Information shall be held in strict confidence by the Client, and
the Client shall not, without CompuDyne's prior written consent, disclose such information to any person or
entity other than to the Client's employees or consultants or funding agency representatives legally bound to
abide by the terms hereof and having a need to know such information in connection with the Client's
performance of its obligations hereunder, or use such information other than in connection with the
performance of its obligations hereunder. The term "CompuDyne Confidential Information"shall include the
Covered Applications and all other CompuDyne software applications, whether or not licensed to the Client,
as well as any written information disclosed by CompuDyne to the Client under this Agreement,including, but
not limited to, any trade secrets, confidential knowledge, data, information relating to CompuDyne products,
processes, know-how, designs, formulas, methods, developmental or experimental work, improvements,
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discoveries, plans for research, new products, marketing and selling, business plans, budgets and
unpublished financial statements, licenses, prices and costs, suppliers and customers, information obtained
through contact with CompuDyne's customers, proprietary information of CompuDyne's customers, and
Information regarding the skills and compensation of CompuDyne's employees or other consultants. The
Client understands and agrees that the CompuDyne Confidential Information constitutes a valuable business
asset of CompuDyne, the unauthorized use or disclosure of which may irreparably damage CompuDyne. In
the event of the Client's breach or threatened breach of any of the provisions in this Section 7.2, CompuDyne
shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Client
from any unauthorized use or disclosure of any CompuDyne Confidential Information,
7.3 Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential Information nor
CompuDyne Confidential Information shall include information which the recipient can demonstrate by
competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the
recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the
recipient without restriction on use prior to its first receipt of such information from the disclosing party as
evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the
information to the recipient, as a matter of right and without restriction on disclosure;or(d) is the subject of a
written permission by the disclosing party to disclose.
7.4 Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof, disclosure
of Client Confidential Information or CompuDyne Confidential Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof including Texas Public Information Act and
FOIA; provided, however, that the recipient of such confidential information shall first have given
notice to the other party and shall make a reasonable effort to obtain all protections prescribed under
law to protect the information.
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary;or
(c) the recipient of such confidential information received the prior written consent to
such disclosure from the disclosing party,but only to the extent permitted in such consent.
7.5 The obligations hereunder with respect to each item of Client Confidential Information and
CompuDyne Confidential Information shall survive the termination of this Agreement.
8. Insurance
8.1 CompuDyne shall procure and maintain in effect during the term of this Agreement the
following insurance coverages with an insurance company or companies authorized to do business in the
State of California and the State of Texas and approved by the Client with a Best rating of no less than A:VII:
(a) Workers' Compensation and Employers Liability insurance in accordance with the
laws of the State of California and the State of Texas with liability limits of Five Hundred Thousand
Dollars ($500,000.00)per accident.
(b) Comprehensive General Liability and Broad Form Comprehensive General Liability
or Commercial General Liability including bodily injury, personal injury, and property damage in the
amount of a combined single limit of One Million Dollars ($1,000,000.00), each occurrence, and Two
Million Dollars ($2,000,000.00)in aggregate limit.
(c) Comprehensive Auto Liability including bodily injury, personal injury and property
damage in the amount of a combined single limit of One Million Dollars ($1,000,000.00). Coverage
must include all automobiles utilized by CompuDyne in connection with its performance of the
services hereunder.
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8.2 Thirty (30) days prior written notice will be given to the Client in the event of any material
change in or cancellation of the policy.
8.3 CompuDyne shall give prompt written notice to the Client of all known losses, damages, or
injuries to any person or to property of the Client or third persons that may be in any way related to the
services being provided hereunder or for which a claim might be made against the Client. CompuDyne shall
promptly report to the Client all such claims that CompuDyne has noticed,whether related to matters insured
or uninsured. No settlement or payment for any claim for loss, injury or damage or other matter as to which
the Client may be charged with an obligation to make any payment or reimbursement shall be made by
CompuDyne without the prior written approval of the Client.
9. Limitation of Liability
CompuDyne's liability to the Client for any claim,whether in tort,contract or otherwise,shall be limited to the
annual maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO EVENT
SHALL COMPUDYNE BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY
OF THE COVERED APPLICATIONS,OPERATOR ERROR,OR DATA CORRUPTION OR
INACCURACIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING
FROM LOSS OF PROFIT OR BUSINESS,OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL
OR CONSEQUENTIAL DAMAGES,WHETHER ARISING IN AN ACTION OF CONTRACT,TORT OR
OTHER LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,AND THE ABOVE
LIMITATION OR EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL
EFFECT WITHOUT VIOLATING SUCH LAWS.
10. Informal Dispute Resolution
10.1 The parties to this Agreement shall exercise their best efforts to negotiate and settle
promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth
in this Section 10.1.
(a) If either party(the"Disputing Party")disputes any provision of this Agreement, or the
interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring
the matter to the attention of the other party at the earliest possible time in order to resolve such
dispute.
(b) If such dispute is not resolved by the Account Manager and the Technical
Coordinators responsible for the subject matter of the dispute within ten (10) business days, the
Disputing Party shall deliver to the first level of representatives below a written statement (a"Dispute
Notice") describing the dispute in detail, including any time commitment and any fees or other costs
involved.
(c) Receipt by the first level of representatives of a Dispute Notice shall commence a
time period within which the respective representatives must exercise their best effort to resolve the
dispute. If the respective representatives cannot resolve the dispute within the given time period,the
dispute shall be escalated to the next higher level of representatives in the sequence as set forth
below.
(d) If the parties are unable to resolve the dispute in accordance with the escalation
procedures set forth below,the parties may assert their rights under this Agreement.
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Escalation Timetable CompuDyne Client
(Business Days) Representative Representative
0 to 51 Operations Manager Assistant Director, IT Solutions Department
6"to 10" Division Manager Director IT Solutions Department/CIO
111 to 15, Executive Officer ACM (Assistant City Manager)]
10.2 Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with the informal dispute resolution procedures set forth in Section 10.1 hereof,the parties agree
to continue without delay all their respective responsibilities under this Agreement that are not affected by the
dispute.
10.3 In the event that the parties are unable to resolve a dispute by complying with the informal
dispute resolutions procedures set forth in Section 10.1 hereof, the dispute may be settled, upon the
agreement of both parties, by arbitration in accordance with Section 16 hereof[Arbitration].
10.4 Notwithstanding the foregoing, either party may, before or during the exercise of the informal
dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests pending
completion of such informal dispute resolution procedures.
11. Termination
11.1 Termination for Failure of License. In the event that the license relating to any of the
Covered Applications is terminated or becomes unenforceable for any reason, CompuDyne's obligation to
provide any support hereunder for such Covered Application shall immediately and automatically terminate.
11.2 Termination for Payment Defaults. In the event that the Client fails to pay when due all or
any portion of the annual fees required under Section 4.1 hereof [Annual Support Fees], CompuDyne may
immediately, and without further notice to the Client,terminate this Agreement or suspend all or any portion of
the services hereunder for all or any portion of the Covered Applications until the Client's account is brought
current.
11.3 Termination for Other Defaults. Subject to completion of the dispute resolution procedures
set forth in Section 10.1 hereof [Informal Dispute Resolution], in the event that either parry hereto materially
defaults in the performance of any of its obligations hereunder (other than payment defaults covered under
Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the defaulting
party thirty(30) days'prior written notice of termination delivered in accordance with Section 24 hereof[Notices],
which notice shall identify and describe with specificity the basis for such termination. If,prior to the expiration of
such notice period, the defaulting parry cures such default to the satisfaction of the non-defaulting party (as
evidenced by written notice delivered by the non-defaulting party in accordance with Section 24 hereof),
termination shall not take place.
11.4 Termination Without Cause. Either party hereto may terminate this Agreement without cause
by providing the other party at least ninety (90) days' prior written notice of termination delivered in accordance
with Section 24 hereof[Notices]. The effective date for any termination pursuant to this Section 11.4 shall be the
next occurring Payment Date.
11.5 Consequences of Termination. Upon termination of this Agreement for whatever reason, (a)
CompuDyne shall be under no further obligation to provide support or any other services hereunder; (b)
CompuDyne shall return to the Client all Client Confidential Information in CompuDyne's possession and shall
certify in a written document signed by an officer of CompuDyne that all such information has been returned;(c)
the Client shall return to CompuDyne all CompuDyne Confidential Information in the Client's possession
Page 9 of 15
City of Fort Worth
Master Support Agreement
�Ike^'1,iDl
(including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating
to such CompuDyne Confidential Information and all copies of any of the foregoing (in whatever medium
recorded) but not including any such information licensed to the Client under the Software License
Agreement) and shall certify in a written document signed by the Client Representative identified in Section
5.10 hereof (Authorized Client Representative)that all such information has been returned. All provisions of
this Agreement that by their nature would reasonably be expected to continue after the termination of this
Agreement shall survive the termination of this Agreement.
12 Independent Contractor Status
The Client and CompuDyne are independent contractors under this Agreement, and nothing herein shall be
construed to create a partnership,joint venture,or agency relationship between the parties hereto. Neither party
shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or
authority to bind or obligate the other in any manner to any third party. The employees or agents of one party
shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each parry hereto represents that it is acting on its own behalf and is not acting as an agent for or
on behalf of any third party.
13. Assignment
Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of
the other party, which consent shall not be unreasonably withheld; provided, however, that CompuDyne may,
upon prior written notice , assign this Agreement to its successor in connection with a sale of its business
without obtaining consent of any party. Subject to the foregoing,each and every covenant,term, provision and
agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties'permitted
successors,executors,representatives,administrators and assigns.
14. No Third Party Beneficiaries
This Agreement is entered into for the sole benefit of the Client and CompuDyne and, where permitted above,
their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement
shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or
other entity, including,without limitation,the general public or any member thereof, or to authorize anyone not a
party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or
equity in connection with this Agreement.
15. Governing Law
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance
with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United
Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by
this Agreement.
16. Arbitration
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement,or the breach thereof, may, if agreed by both parties,be submitted
to and resolved by final and binding arbitration by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in effect. The parties understand and agree that the arbitration wilt be
instead of any civil litigation, except that either party may petition a court for a provisional remedy pursuant to
Code of Civil Procedure Section 1281.8, and that the arbitrator's decision will be final and binding to the
maximum extent permitted by law and enforceable by any court having jurisdiction thereof.
Page 10 of 15
City of Fort Worth
Master Support Agreement
17. Venue
All legal proceedings brought in connection with this Agreement may only be brought in a state or federal
court located in the State of Texas, Tarrant County. Each party hereby agrees to submit to the personal
jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with
this Agreement.
18. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into
this Agreement.
19. Amendment
No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument
referencing this Agreement signed by duty authorized representatives of each of the parties hereto.
20. Waiver
In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an
authorized representative of the party against whom enforcement of such waiver would be sought, it being
intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere
lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the
other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a
specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances
specifically addressed by such waiver or to any future events, even if such future events involve facts and
circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right,
benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or
power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice
to the other party,or to any other third party,to enforce strict adherence to all terms of this Agreement.
21. Force Majeure
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement
(and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of
the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non-performing party through the use of alternate
sources, work-around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by
reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials,
equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation, regulation,
ordinance,demand, or requirement of any governmental agency or intergovernmental body other than a party
hereto; or any other act or condition beyond the reasonable control of the non-performing party. Upon the
occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event'), the non-
performing party will be excused from any further performance of those obligations under this Agreement
affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-
performing party continues to use commercially reasonable efforts to recommence performance whenever
and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non-
performing party wiEI immediately notify the other party by telephone (to be confirmed by written notice within
two (2)business days of the failure or delay)of the occurrence of a Force Majeure Event and will describe in
reasonable detail the nature of the Force Majeure Event.
22. Severability
If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal,state, or local government having jurisdiction over this Agreement,such provision shall
be construed so as to make it enforceable to the greatest extent permitted,such provision shall remain in effect
Page 11 of 15
City of Fort Worth
Master Support Agreement
' ! P � r
I ry
to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and
effect.
23. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between
CompuDyne and the Client relating to the subject matter hereof and supersedes all quotes, proposals
understandings, representations, conditions,warranties,covenants, and all other communications between the
parties (oral or written) relating to the subject matter hereof. CompuDyne shall not be bound by any terms or
conditions contained in any purchase order or other form provided by the Client in connection with this
Agreement and any such terms and conditions shall have no force or effect. No affirmation,representation or
warranty relating to the subject matter hereof by any employee, agent or other representative of CompuDyne
shall bind CompuDyne or be enforceable by the Client unless specifically set forth in this Agreement.
24. Notices
All notices, requests,demands,or other communications required or permitted to be given hereunder shall be
in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have
been duly given when (a) delivered in person; b) one (1) business day after being deposited with a reputable
overnight air courier service;or(c)three(3)business days after being deposited with the United States Postal
Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices
and other communications regarding default or termination of this Agreement shall be delivered by hand or sent
by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
If to CompuDyne:
CompuDyne,Inc.
39350 Civic Center Drive
Fremont,CA 94538
Attention. Contracts Administrator
Phone: 510-792-2108
Fax: 510-742-1057
If to the Client:
City of Fort Worth,Texas
Attention:Steve Gillow, CAD Services Manager
1000 Throckmorton
Fort Worth,Texas,76102
Phone: 817-392-8468
Fax: 817-877-8480
With copy to:
City of Fort Worth,Texas
Attention: Beatrice DeHoyos, ITS Contract Administrator
1000 Throckmorton
Fort Worth,Texas,76179
Phone:817-392-6640
Fax:817-392-8654
25. Construction
The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and
ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Page 12 of 15
City of Fort Worth
Master Support Agreement
Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and
not business days, unless otherwise expressly provided herein.
26. Counterparts
This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and
both of which shall constitute one and the same document.
27. Non-Discrimination
CompuDyne agrees that in performing its tasks under this Agreement, it shall not discriminate against any
worker, employee,or applicant, or any member of the public, because of age, race,sex,creed,color, religion,
or national origin, nor otherwise commit an unfair employment practice in violation of any state or federal law.
In accordance with the policy of the Executive Branch of the federal government, Contractor covenants that
neither it nor any of its officers, members, agents, employees, program participants, or subcontractors,while
engaged in performing this contract shall in connection with the employment, advancement, or discharge of
employees,or in connection with the terms,conditions,or privileges of their employment,discriminate against
persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan,
or statutory requirement
Contractor, in the execution, performance or attempted performance of this contract and agreement, will not
discriminate against any person or persons because of sex, age, religion, color or national origin, nor will
Contractor permit its agents, employees, subcontractors or program participants to engage in such
discrimination.
This agreement is made and entered into with reference specifically to Chapter 17, Article III
("Discrimination"), Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth, and
Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors, have
fully complied with all provisions of same and that no employee, employee-applicant or program participant
has been discriminated against by the terms of such ordinance by either the Contractor, its agents,
employees or subcontractors.
28. Conflict of Interest
CompuDyne warrants that, to the best of its knowledge and belief, no person except bona fide employees,
agents, consultants or representatives of CompuDyne or any of its subcontractors has been employed or
retained to solicit or secure this Agreement.
No member, officer or employee of City, or its designees or agents; no member of the governing body of the
locality in which the program is situated;and no other public official of such locality or localities who exercises
any functions or responsibilities with respect to the program funded hereunder during his tenure or for one
year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds
thereof, for work to be performed hereunder. Contractor shall incorporate, or cause to be incorporated, like
language prohibiting such Interest,in all contracts and subcontracts hereunder.
No officer, employee, or member of Contractor or its subcontractors shall have a financial interest, direct or
indirect, in this contract or the monies transferred hereunder, or be financially interested, directly or indirectly,
in the sale to Contractor of any land, materials, supplies, or services purchased with any funds transferred
hereunder, except on'behalf of Contractor, as an officer, employee, member or program participant. Any
willful violation of this paragraph with the knowledge, expressed or implied, of Contractor or its
subcontractors,shall render this contract voidable by the City of Fort Worth.
Page 13 of 15
City of Fort Worth
Master Support Agreement
29. Records
Contractor agrees to keep sufficient records to document Us adherence to applicable federal regulations,
along with documentation and records of all receipts and expenditures, of Office of Community Oriented
Policing Services grant funds. All records shall be retained for three years following the termination of this
agreement. City, the State of Texas, the U.S.Department of Justice, and the U.S. Comptroller General or
their representatives shall have the right to Investigate, examine and audit at any time any and all such
records relating to the operations of Contractor under this agreement. Upon demand by City,the Contractor,
its officers, members, agents, employees,and subcontractors shall make such records readily available for
investigation, examination and audit. in the event of such audit by City
a single audit of all Contractor's operations will be undertaken and may be
conducted either by City or an Independent Public Accountant of City's choice.
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Page 14 of 15
City of Fora Worth
Master Support Agreement
i
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,
SIGNATURE PAGE
EXECUTED in multiple originals on this,the day of:]jaL
20
CITY OF FORT WORTH:
i-ATTEST: CITY OF FORT WO
CIV
City Secretary _ Assistant City Manager
By: By: IZ r C 6k ta.eD--?A-V 4 L-A--
APPROVED AS TO FORM AND LEGALITY:
Assistant City Atto ney
C
Dater
COMPUDYNE- LIC S JUSTICE,INC.
Name:
Title: v? t ANkwiLE *' -4w i N I S r#2A-n&
By: KEN ELM Cly.
Date:
Page 15 of 15
City of Fort Worth
Master Support Agreemerd
FT. WORN, a LGd.
EXHIBIT 1
To
Master Support Agreement
."Pole
DEFINITIONS
This Exhibit is attac d to,incorporated into, and forms a part of the Master Support Agreement,dated
4 etween CompuDyne and the Client(herein referred to as the"Agreement").
apita zed terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless
otherwise defined in the Agreement. In the event of conflict between the terms and conditions set forth herein
and those set forth in the Agreement,the terms and conditions set forth in the Agreement shall prevail.
1. "Account Manager"is defined in Section 2.1(c)[Account Manager]of the Agreement.
2. "Additional Support Option"is defined in Section 2.2[Additional Support Options]of the
Agreement.
3. "As-Built Specifications"shall mean,with respect to any of the Covered Applications,the
specifications for such Covered Application delivered to the Client upon the Client's acceptance of such Covered
Application,as the same may be modified or supplemented from time to time to reflect Enhancements provided
hereunder.
4. "Authorized Server"shall mean,with respect to any of the Covered Applications,the server
identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
5. "Authorized Site"shall mean,with respect to any of the Authorized Servers,the address and room
number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
6. "Basic Support"is defined in Section 2.1 [Basic Support]of the Agreement.
7. "Client"is defined in the preamble to the Agreement.
8. "Client Confidential Information"is defined in Section 7.1 [Protection of Confidential and
Proprietary Information]of the Agreement.
9. "Client Representative"is defined in Section 5.10[Authorized Client Representative]of the
Agreement.
10. "Communications Interfaces"shall mean ethernet networking,serial connectivity to net clock and
ANI/ALI,serial connectivity to HACMP,national,state and local governments,TCP/IP or other routing
statements.
11. "CompuDyne"is defined in the preamble to the Agreement
12. "CompuDyne Confidential Information"is defined in Section 7.2[Protection of Confidential and
Proprietary Information]of the Agreement.
13. "Covered Application"shall mean each software application developed by CompuDyne in
accordance with the As-Built Specifications relating thereto which application is identified as a Covered
Application on Exhibit 2 attached to the Agreement and incorporated therein by reference,including all
Maintenance Modifications thereto,all Derivative Works thereof,and all related Documentation.
Page 1 of 3
City of Fort Worth Master Support Agreement
Exhibit 1,Definitions
i �^ u �QV
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14. "Derivative Works"shall mean,with respect to any Covered Application,any translation,
abridgement,revision,modification,or other form in which such Covered Application maybe recast,
transformed, modified,adapted or approved after the Effective Date.
15. "Dispute Notice"is defined in Section 10.1 [Informal Dispute Resolution]of the Agreement.
16. "Disputing Party"is defined in Section 10.1 [Informal Dispute Resolution]of the Agreement.
17. "Documentation"shall mean,with respect to any Covered Application,those printed instructions,
manuals,and diagrams pertaining to and furnished with such Covered Applications.
18. "Effective Date"is defined in the preamble to the Agreement.
19. "Enhancement"shall mean,with respect to any Covered Application,a computer program
modification or addition,other than a Maintenance Modification,that alters the functionality of,or adds new
functions to,such Covered Application and that is integrated with such Covered Application after the.Effective
Date,or that is related to a given Covered Application but offered separately by CompuDyne after the Effective
Date.
20. "Enhancement Terms"shall mean,with respect to any Enhancement provided pursuant to the
Agreement,the mutually negotiated terms and conditions specifically relating to an Enhancement and included
as part of the Agreement in accordance with Section 2.3[Enhancements]thereof.
21. "Error"shall mean,with respect to any Covered Application,a defect in the Source Code for such
Covered Application that prevents such Covered Application from functioning in substantial conformity with the
As-Built Specifications pertaining thereto.
22. "Maintenance Modification"shall mean,with respect to any Covered Application,a computer
software change integrated with such Covered Application during the term of the Agreement to correct any
Errors therein,but that does not alter the functionality of such Covered Application or add new functions thereto.
23. "Monthly Status Report"is defined in Section 2.1(d) [Status Reports]of the Agreement.
24. "Object Code"shall mean computer programs assembled or compiled from Source Code in
magnetic or electronic binary form on software media,which are readable and usable by machines,but not
generally readable by humans without reverse-assembly,reverse-compiling,or reverse-engineering.
25. "Out of Scope Services"shall consist of any services provided under this Agreement that are
outside the scope of those services specifically and expressly identified under,and provided pursuant to,Section
2,1 [Basic Support],Section 2.2[Additional Support]or Section 2.3[Enhancements]of the Agreement.
26. "Payment Date"shall mean September 1 of each year during the term of this Agreement.
27. "Priority One Call"shall mean a call requesting technical support for an Error in any Covered
Application or a failure of the Authorized Server on which such Covered Application is installed that prevents
continued use or operation of the System,impacts all or substantially all operators using the System, halts or
severely impacts critical System operations or endangers the integrity of any database on any of the Authorized
Servers. The term Priority One Call shall not include calls requesting technical support relating to a problem
encountered with substantially less than all functions of a Covered Application or all records of a database on
any of the Authorized Servers,or to a failure in individual components of the network communications
equipment,communications lines,terminals,workstations,printers,terminal servers or modems. CompuDyne
shall have exclusive authority for determining whether a technical service request constitutes a Priority One Call.
28. "Site Specifications"is defined in Section 5.9[System Modifications]of the Agreement.
Page 2 of 3
City of Fort Worth Master Support Agreement
Exhibit 1,Definitions
CCITa CC P DA,D17
29. "Software License Agreement'shall mean any software license agreement between CompuDyne
and the Client pursuant to which CompuDyne has granted a limited license to use the Covered Applications in
accordance with the terms and conditions thereof,as the same may be amended or otherwise modified from
time to time.
30. "Source Code"shall mean computer programs written in higher-level programming languages,
sometimes accompanied by English language comments. Source Code is intelligible to trained programmers
and may be translated to Object Code for operation on computer equipment through the process of compiling.
31. "System"shall mean the Client's computer automated system consisting of the Covered
Applications combined with any of the Authorized Servers,the operating systems installed on each of the
Authorized Servers, any database or other third party software products installed on any of the Authorized
Servers,any PC or other workstation equipment having access to any of the Covered Applications,any
Communications Interfaces installed on any of the Authorized Servers,any network communications equipment
and any other third party software,wiring,cabling and connections and other hardware relating to any such
Authorized Servers,workstation or network communications equipment located at any of the Authorized Sites.
32. "System Configuration"shall mean the configuration for the System other than the Covered
Applications existing as of the Effective Date together with any modifications or alterations thereto permitted
hereunder,including without limitation the configuration of the Authorized Servers,any operating system installed
on any of the Authorized Servers,any database or other third party software products installed on any of the
Authorized Servers,any PC or other workstation equipment having access to any of the Covered Applications,
any network communications equipment and any other third party software, wiring,cabling and connections and
other hardware relating to any such Authorized Server,workstation or network communications equipment
located at any of the Authorized Sites.
33. "Technical Support Coordinator"is defined in Section 5.11 [Technical Support Coordinators]of
the Agreement.
34. "Third-Party Products"shall mean all software and hardware components of the System other
than the Covered Applications.
35. "Warranty Period"shall mean,with respect to any Covered Application,the warranty period for
such Covered Application set forth on Exhibit 2 attached to the Agreement and incorporated therein by
reference.
Y
Page 3 of 3
City of Fort Worth Master Support Agreement
Exhibit 1,Definitions
EXHIBIT 2
To
Master Support Agreement
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated ,2005,
between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used herein shall
have the definitions set forth in the Agreement, unless otherwise defined herein. in the event of conflict between the
terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the
Agreement shall prevail.
CompuDyne will provide the Basic Support described in Section 2.1 [Basic Support] of the Agreement for the
software applications identified in the table below. The annual fee for such support shall be as set forth in the table
below, Such support will commence upon the expiration of any applicable Warranty Period as set forth in the table
below.
Covered Make, Model, Serial Number of Maintenance Period Annual Fee
Application Authorized Server
Period Start Date Stop Date
CAD Cad_bsp; IMS,Model H70, Ser# 12 mo. 9/9/05 9/8/06 $ 93,713.00
CC65D
Cad_bsb:IBM, Model H70,Ser#
CC66D
Cad_chb;IBM,Model H70,Ser#
D2C2D
RTM&AVL Rtm_bsp; IBM, Model H 70,Ser# $ 11,900.00
D274D
Rtm chb; IMB,Model H70,Ser#
D275D
Interfaces $ 15,800.00
MSS Comm_bsp, IBM Model B50,Ser# $ 16,890.00
10-CBD3D
Comm_bsp, IBM Model B50,Ser#
10-CBD4D
CARS Carsrvrl;Dell, Model 2450,Ser# $ 3,700.00
2X4P30B
Carsrvr2;Dell, Model 4600;Ser#
FVVVP31
TOTAL $142,003.00
Authorized Sites
1000 Throckmorton
Fort Worth,Texas 76102
3000 W. Bolt Street
Fort Worth,Texas 76102
Included Interfaces:
Fire Station Alerting, Fire Station Printing
E911, External-State(TLETS),MAKO(mobile dispatch),
Paging, CAD to CAD(TdTech)
Reformatter,Push to Talk,GCP
TDD,Time Sync
Page 1 of 1
City of Fort Worth Master Support Agreement
Exhibit 2,Covered Applications
EXHIBIT 3
To
Master Support Agreement
TRAINING
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement,dated
2005, between the Client and CompuDyne (herein referred to as the "Agreement'). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement,the terms and
conditions set forth in the Agreement shall prevail.
Total Number to be Number of Sessions to Duration of Each
Trained by Tiburon be Provided by Tiburon Session
(in days)
Police Call-Takers and Dispatchers 114 12 5
Fire Call-Taker/Dispatchers 42 5 5
Dispatch Supervisors and Managers 16 2 2
Patrol Officers and Firefighters:Mobile 233 23 '/2
Application (MAKO)
System Administrators < 10 1 5
Information Systems Staff:Set-Up/Data <5 1 5
Entry
Information Systems Staff:File <10 1 5
Main tenance/Reformatter
Statistical Report Generators(CARS <5 1 5
Level II)
City Managers Orientation Unlimited I r/4
Page 1 of 1
City of Fort Worth Master Support Agreement
Exhibit 3,Training
V
e4j'ry n,
EXHIBIT 4
To
Master Support Agreement
THIRD-PARTY SUPPORT CONTRACTS
This Exhibit is attached to,incorporated into and forms part of the Master Support Agreement,dated
2005, between the Client and CompuDyne (herein referred to as the "Agreement'). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
IBM RISC 6000—AIX 4.3.3,ML-11
IBM 650-AIX 4.3.3, ML-11
Carsrvrl (Dell)—NT 4.0
Carsrvr2 (Dell)—Windows 2000 Server
Workstations are provided by the client and operating system is their responsibility.
Comm Server—Comm—BS;IBM,Model B50, Ser#CBD4D,Comm_CH;IBM,Model 650,Ser#CB03D
Page 1 of 1
City of Fort Worth Master Support Agreement
Exhibit 3,Third Party Support Contracts
EXHIBIT 5
To
Master Support Agreement
SITE,SYSTEM AND NETWORK SPECIFICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
2005, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement,the terms and
conditions set forth in the Agreement shall prevail.
The network was provided by and maintained by the client. Attached are Visio drawings to the configuration
at the time the system was placed into production.
File=HAGEO 2 cluster Ft Worth ver 2.vsd
Page 1 of 1
City of Fort Worth Master Support Agreement
Exhibit 5,Site,System and Network Specifications
HEWN
CITY
?!i p, U
EXHIBIT 6
To
Master Support Agreement
BACK UP SCHEDULE AND PROCEDURES
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement,dated ,
2005, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement,the terms and
conditions set forth in the Agreement shall prevail.
System backups are the responsibility of the client. They have been trained and are responsible for
maintaining timely backups of the system.
Page 1 of 1
City of Fort Worth Master Support Agreement
Exhibit 6,Backup Schedule and Procedures
EXHIBIT 7
To
Master Support Agreement
EXTRANET STANDARD
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
2005, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Page 1 of 1
City of Fort Worth Master Support Agreement
Exhibit 7,Extranet Standard
SECURITY STANDARDS FOR OUTSIDE DATA CONNECTIONS TO CITY OF FORT WORTH
NETWORKS.
Extranet Standard
• Overview
• The purpose of this standard is to establish the requirements under which third party organizations may connect
to the City of Fort Worth networks for the purpose of transacting City business.The standards listed are
specific activities required by Section 2,2 of the City of Fort Worth Information Security Policy.
• Scope
• Connections between third parties that require access to non-public City of Fort Worth resources fall under this
standard,regardless of whether a telecommunications circuit(such as frame relay or ISDN)or VPN(Virtual
Private Network)technology is used for the connection.Connectivity to third parties such as the Internet
Service Providers(ISPs)that provide Internet access for the City of Fort Worth or to the Public Switched
Telephone Network do not fall under this standard.
• Standard
• Pre-Requisites
• Security Review. All new extranet connectivity will go through a security review with the
Information Security department (IT Solutions). The reviews are to ensure that all access
matches the business requirements in a best possible way, and that the principle of least
access is followed.
• Third Party Connection Agreement. All new connection requests between third parties and
the City of Fort Worth require that the third party and the City of Fort Worth representatives
agree to and sign a third parry agreement. This agreement must be signed by the Director of
the sponsoring organization as well as a representative from the third party who is IegaIIy
empowered to sign on behalf of the third party. The signed document is to be kept on file
with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs
are to be kept on file with IT Solutions.
• Business Case. All production extranet connections must be accompanied by a valid
business justification, in writing, that is approved by a project manager in IT Solutions. Lab
connections must be approved by IT Solutions.Typically this function is handled as part of a
third party agreement.
• Point Of Contact. The sponsoring organization must designate a person to be the Point of
Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring
organization, and is responsible for those portions of this policy and the third party
agreement that pertain to it. In the event that the POC changes, IT Solutions must be
informed promptly.
• Establishing Connectivity
• Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to
file a new site request with IT Solutions to address security issues inherent in the project.If the proposed
connection is to terminate within a lab at the City of Fort Worth,the sponsoring organization must engage IT
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Solutions.The sponsoring organization must provide full and complete information as to the nature of the
proposed access to the extranet group and IT Solutions,as requested..
• All connectivity established must be based on the least-access principle,in accordance with the approved
business requirements and the security review.In no case will the City of Fort Worth rely upon the third party
to protect the City of Fort Worth's network or resources.
• Modifying or Changing Connectivity and Access
• All changes in access must be accompanied by a valid business justification,and are subject to security review.
Changes are to be implemented via corporate change management process.The sponsoring organization is
responsible for notifying IT Solutions when there is a material change in their originally provided information
so that security and connectivity evolve accordingly.
• Terminating Access
• When access is no longer required,the sponsoring organization within the City of Fort Worth must notify IT
Solutions,which will then terminate the access.This may mean a modification of existing permissions up to
terminating the circuit,as appropriate.IT Solutions must conduct an audit of their respective connections on an
annual basis to ensure that all existing connections are still needed,and that the access provided meets the
needs of the connection.Connectionsthat are found to be deprecated,and/or are no longer being used to
conduct the City of Fort Worth business,will be terminated immediately.Should a security incident or a
finding that a circuit has been deprecated and is.no longer being used to conduct the City of Fort Worth
business necessitate a modification of existing permissions,or termination of connectivity,IT Solutions will
notify the POC or the sponsoring organization of the change prior to taking any action.
• Definitions
• Circuit. For the purposes of this policy,circuit refers to the method of network access,whether it's
through traditional ISDN,Frame Relay etc.or via VPN encryption technologies.
• Sponsoring Organization.The City of Fort Worth organization that requested that the third party have
access into the City of Fort Worth.
• Third Party.A business that is not a formal or subsidiary part of the City of Fort Worth.
Anti-Virus Standard
• Overview
• Availability,performance,and security of the network represent essential core assets to the daily operation of
the City of Fort Worth.Viruses and other forms of malicious code(worms,Trojan horses,backdoors,VBS
scripts,mass-mailers,etc.)represent a significant threat to these assets.In order to combat this threat,a
comprehensive enterprise security policy must include antivirus standards for detection,removal,and
protection against viral infections.The standards listed are specific activities required by Section 6.3 of the City
of Fort Worth Information Security Policy.
• Scope
• This standard applies to all City of Fort Worth employees,contractors,vendors and agents with a City of Fort
Worth-owned or personally-owned computer or workstation used to connect to the City of Fort Worth network.
This standard applies to remote access connections used to do work on behalf of the City of Fort Worth,
including reading or sending email and viewing intranet web resources.
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• Standard
• General
• All Windows computers(clients and servers)connected to the City of Fort Worth computer network or
networked resources must run the City of Fort Worth standard,supported anti-virus software,correctly
installed,configured,activated,and updated with the latest version of virus definitions before or immediately
upon connecting to the network.
• Other operating systems or computing platforms must have comparable protection,if available,In the event
that no antivirus protection is available for a particular operating system or platform,anyone using or accessing
these unprotected systems must apply all prudent security practices to prevent infection,including the
application of all security patches as soon as they become available.When antivirus software becomes
available for an operating system or platform previously lacking antivirus software,it shall be installed on all
applicable devices connected to the network.
• If deemed necessary to prevent viral propagation to other networked devices or detrimental effects to the
network,computers infected with viruses or other forms of malicious code must be disconnected from the
network until the infection has been removed.
• Any exceptions to this policy must be explicitly approved by IT Solutions.
• Prevention
• Files attached to an email must not be opened unless the email is from a trusted source and the files are
expected.If there is any doubt,contact the source to verify that he or she sent the email and the attached files.
Emails that contain attached files and that come from an unknown,suspicious or untrustworthy source should
not be opened;they should be deleted immediately.
• Spam,chain letters,and other junk email should be deleted immediately and never forwarded.
• Files from unknown or suspicious sources must not be downloaded.
• Direct disk sharing with read/write access must not be enabled unless there is absolutely a business requirement
to do so.
• Diskettes must be.scanned for viruses before any files on them are used.
• Critical data and system configurations must be backed up on a regular basis and the data stored in a safe place.
• Response To A Virus Infection
• IT Solutions personnel must be contacted immediately when a computer has been infected with a virus.
• If the antivirus software is unable to remove a viral infection,a technician may attempt to do so, This may
involve a visit to the work site or resolution may take place remotely if the technician can access the computer
using screen-sharing software, If a technician is unable to remove a viral infection,the computer's hard drive
must be reformatted and all software reinstalled using clean,licensed copies.
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• If an infected computer is deemed capable of infecting or affecting other computers or the network,the infected
computer will be immediately disconnected from the network until it is serviced by a technician who will then
verify that the computer is virus-free.
Workstation Security Standard
• Overview
• The purpose of this standard is to establish the base configuration of internal workstation equipment that is
owned and/or operated by the City of Fort Worth.Effective implementation of this standard will minimize
unauthorized access to City of Fort Worth proprietary information and technology.The standards listed are
specific activities required by Section 7.5 of the City of Fort Worth Information Security Policy.
• Scope
• This policy applies to equipment owned and/or operated by the City of Fort Worth,and to workstations
registered under any City of Fort Worth-owned internal network domains.
• This policy is specifically for equipment on the internal City of Fort Worth network.For secure configuration
of equipment external to the City of Fort Worth on the DMZ(De-Militarized Zone),please refer to the
applicable standard.
• Standard
• Ownership and Responsibilities
• All internal workstations deployed at the City of Fort Worth must be owned by an operational group that is
responsible for system administration.
• Approved workstation configuration guides must be established and maintained by each operational group,
based on business needs and approved by IT Solutions.Operational groups should monitor configuration
compliance and implement an exception policy tailored to their environment.Each operational group must
establish a process for changing the configuration guides,which includes review and approval by IT Solutions.
• Information in the corporate enterprise management system must be kept up-to-date.
• Configuration changes for workstations must follow the appropriate change management procedures.
• General Configuration
• The most recent security patches must be installed on the system as soon as practical,the only exception being
when immediate application would interfere with business requirements.
• Windows Configuration
• Windows operating system configuration must be done according to the City's secure workstation installation
and configuration standards which are based on the SANS Windows 2000 Professional Operating System Level
2 Benchmark Consensus Baseline Security Settings.
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• The Center for Internet Security Scoring Tool must be run against a server before it is placed into production.
The output of the tool must be provided to IT Solutions for review and approval.
• The disk partition containing the operating system must be formatted for NTFS or another file system that
supports fileAevel permissions and auditing.The FAT file system must not be used.
• Services and applications that will not be used must be disabled.
• Monitoring
• All security-related events must be logged and audit trails saved.Please see the Audit Standard for more
information.
• Security-related events will be reported to IT Solutions,who will review logs and report incidents to IT
management.Corrective measures will be prescribed as needed.Security-related events include,but are not
limited to:
o Port-scan attacks
o Evidence of unauthorized access to privileged accounts
o Anomalous occurrences that are not related to specific applications on the host
• Compliance
• Audits will be performed on a regular basis by IT Solutions and/or other authorized organizations within the
City of Fort Worth.
• Audits will be managed by IT Solutions,in accordance with the audit standards and guidelines.IT Solutions
will filter findings not related to a specific operational group and then present the findings to the appropriate
support staff for remediation or justification.
• Every effort will be made to prevent audits from causing operational failures or disruptions.
• Definitions
• DMZ De-militarized Zone.A network segment external to the corporate production network.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/23/2006
DATE: Tuesday, May 23, 2006
LOG NAME: 13P06-0110 REFERENCE NO.: **P-10388
SUBJECT:
Authorize a Sole Source Purchase Agreement for Maintenance of the Computer Aided
Dispatch System Software from Compudyne Public Safety & Justice, Inc., for the Information
Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a sole source purchase agreement for maintenance of the Computer Aided Dispatch (CAD)
System for the Information Technology Solutions (IT Solutions) Department from Compudyne Public Safety
& Justice, Inc., (Compudyne) for an estimated amount of $142,003.00 based on the documented sole
source, with payments due 30 days from invoice date; and
2. Authorize this agreement to begin May 23, 2006 and expire September 30, 2006, with options to
renew for four additional one-year periods; and
DISCUSSION:
This purchase agreement will provide Tiburon Software maintenance for the City's Computer Aided
Dispatch (CAD) system. On April 23, 2002, (M&C C-19058) the City Council authorized Change Order
Number 5 to City Secretary Contract No. 24770 with Motorola Communications Systems (Motorola) for the
installation of the base Tiburon CAD 2000 software. This software is vital to the day-to-day operation of the
CAD system.
CAD performance testing was completed on September 14, 2004, which was followed by one-year
warranty. The CAD System is out of warranty. IT Solutions will use this purchase agreement for software
maintenance to assist in providing technical support, enhancements and new releases for the CAD
System. Compudyne is the documented sole source for this maintenance.
M/WBE - A waiver of the goal for MM/BE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
RENEWAL OPTIONS - This agreement may be renewed for up to four additional one-year terms at the
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/24/2006
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Information Systems Fund.
BQN\06-0110\LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 537100 0046040 $142.003.00
Submitted for City Manager's Office bx: Richard Zavala (Acting) (6222)
Originating Department Head: Jim Keyes (8517)
Pete Anderson (8781)
Additional Information Contact: Robert Combs (8357)
Pete Anderson (8781)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/24/2006