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Contract 34842
A10k A.. CITY SECRETARY� CONTRACT NO. _ TriTech Software Systems 9860 Mesa Rim Road _ San Diego, CA 92121 858.799.7000 TRITECH Fax:n858,7997011 SOFTWARE SYSTEMS Email:sales@tritech.com SYSTEM PURCHASE AGREEMENT TRITECH SOFTWARE SYSTEMS FOR CITY OF FORT WORTH, TX DATED: JANUARY 319 2007 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page l of 66 A. SYSTEM PURCHASE AGREEMENT 1.0 INTRODUCTION .................................................................................................4 2.0 ADDENDA...........................................................................................................4 3.0 DEFINITIONS......................................................................................................6 4.0 PRICES AND PAYMENT..................................................................................10 5.0 SOFTWARE LICENSES ...................................................................................11 6.0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS..............................13 7.0 SITE PREPARATION........................................................................................15 8.0 SERVICES.........................................................................................................15 9.0 ACCEPTANCE..................................................................................................16 10.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS.........................................17 11.0 LIMITED WARRANTIES ...................................................................................19 12.0 MAINTENANCE AND SOFTWARE SUPPORT...............................................22 13.0 SOURCE CODE ESCROW...............................................................................24 14.0 DEFAULT AND TERMINATION........................................................................26 15.0 LIABILITY/ INDEMNITY...................................................................................27 16.0 INSURANCE......................................................................................................27 17.0 COPYRIGHT & PATENT INFRINGEMENT.......................................................29 18.0 DISPUTE RESOLUTION...................................................................................30 19.0 SALES, USE AND PROPERTY TAX................................................................30 20.0 SEVERABILITY.................................................................................................30 21.0 FORCE MAJEURE/EXCUSABLE DELAY........................................................31 22.0 CONSTRUCTION AND HEADINGS .................................................................31 23.0 WAIVER ............................................................................................................31 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 66 .•. .•. 24.0 ENTIRE AGREEMENT......................................................................................31 25.0 APPLICABLE LAW/ VENUE............................................................................31 26.0 ASSIGNMENT...................................................................................................32 27.0 NOTICES...........................................................................................................32 28.0 ORDER OF PRECEDENCE..............................................................................32 29.0 GENERAL TERMS............................................................................................32 ADDENDUMA ...........................................................................................................35 ADDENDUMA-1 ........................................................................................................36 ADDENDUMA-2 ........................................................................................................37 ADDENDUMA-3 ........................................................................................................39 ADDENDUMA-4 ........................................................................................................40 ADDENDUMA-5 ........................................................................................................42 ADDENDUMA-6 ........................................................................................................46 ADDENDUMA-7 ........................................................................................................49 ADDENDUMA-8 ........................................................................................................51 ADDENDUMA-9 ........................................................................................................53 ADDENDUMA-10 ......................................................................................................54 ADDENDUMB ...........................................................................................................55 ADDENDUMC ...........................................................................................................56 ADDENDUMD ...........................................................................................................63 ADDENDUME............................................................................................................64 ADDENDUMF............................................................................................................65 ADDENDUMG ...........................................................................................................66 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 66 Aftk ._ SYSTEM PURCHASE AGREEMENT Client: City of Fort Worth Address: 1000 Throckmorton St. City, State, Zip: Fort Worth, TX 76102 Phone, Fax: 817.392.6168Ifax 817.392.6134 Contact Name: Joe Paniagua, Jr. —Assistant City Manager 1.0 INTRODUCTION 1.1 This Agreement, is made by and between TriTech Software Systems, referred to as "TriTech", with offices at 9860 Mesa Rim Road, San Diego, California 92121, and the entity named above, referred to as "Client' (who together are referred to as the "Parties" herein), with reference to the following facts: 1.2 This Agreement is for the purchase of an integrated Computer System (the "System") consisting of a Computer Aided Dispatch ("CAD") System, Mobile Data System ("MDS"), additional software and services as more fully described in the Statement of Work, Addendum A-1. The items being purchased under this Agreement are specified in Addenda A-2 through A-7, and A-9 of this Agreement. 1.3 "TriTech" shall include all directors, officers, agents, representatives, employees, subcontractors, and other personnel. In consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, Client and TriTech agree as follows: 2.0 ADDENDA 2.1 The following documents are attached as Addenda to this Agreement and incorporated by reference as though set forth in full: Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 66 Ank .•. (a) Addendum A-1 Summary of Scope of Services, which is to be replaced with the Statement of Work upon completion, with attached Subcontractor Statements of Work incorporated by reference (b) Addendum A-2 Number of TriTech Software Licenses, Installation and Shipping Instructions (c) Addendum A-3 Interfaces (d) Addendum A-4 TriTech Services, Support and Maintenance fees, and Miscellaneous (e) Addendum A-5 Equipment (f) Addendum A-6 System Software (g) Addendum A-7 Subcontractor Software, Hardware and Services (h) Addendum A-8 Payment Terms (i) Addendum A-9 Contract Price Summary (j) Addendum A-10 Site Preparation and Support Connectivity Guide (k) Addendum B Acceptance Testing: Software Error Correction Guidelines and Procedures (1) Addendum C Software Support During the Warranty Period (m) Addendum D Hardware and Software Maintenance and Support Agreement for Stratus ftServer m (n) Addendum E TriTech Master Preferred Source Code Escrow Agreement (o) Addendum F Subcontractor Warranty, Support and Maintenance (p) Addendum G Subcontract License Agreements Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 66 i.. .0. 3.0 DEFINITIONS 3.1 "Acceptance" or "Accept" means the processes described in the ACCEPTANCE section of this Agreement. 3.2 "Acceptance Test Procedure" or "ATP" means the documents setting forth the Acceptance testing procedure and criteria with respect to the Deliverables hereunder. 3.3 "Contract Price" means the total of the purchase price of the items as specified in Addendum A-8, including, as applicable, equipment, software licenses, services, fees, expenses and other items acquired under this Agreement, and if included as a line item in Addendum A-8, any applicable sales, use, value added, or other such governmental charges. 3.4 "Data Warehouse" means a Server or other storage unit on which Client's data resides for archival purposes. 3.5 "Deliverable" means an item of equipment, software, services and other items acquired under this Agreement as listed in the addenda hereto. 3.6 "Delivery" with respect to the System means physical delivery of all components of each Subsystem to the Designated Location. Delivery shall be deemed to have occurred despite the absence of incidental components provided that Installation of the Subsystem, training and system configuration can begin with the items then delivered. A separate Delivery shall occur with respect to each such Subsystem. 3.7 "Demonstration of Licensed Functionality ("DOLF")" means pre-Delivery testing procedures for a Subsystem, conducted as described in paragraph 4.0 of the Summary Scope of Services and which will be further defined and clarified in the Statement of Work which will replace the Summary Scope of Services as Addendum A- 1 and be attached to this Agreement upon completion. 3.8 "Designated Location(s)" means the physical site(s) at which a Subsystem is installed as specified in Addendum A-1, Statement of Work. 3.9 "Documentation" means any standard user manuals or other related instructional and/or reference materials, provided by TriTech or other Software Vendors, including on-line help information and Release Notes issued in connection with Updates. In case of a conflict between written documentation (user manuals or Release Notes in printed or CD-ROM format) and on-line help information, the printed and CD ROM documentation will control. 3.10 "Equipment" means the computer system equipment specified in Addendum A-5 of this Agreement. TriTech may, with the consent of Client, substitute Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 66 Abft .� equipment for that specified in Addendum A-5 provided that such equipment will meet the requirements of the Specifications and this Agreement. 3.11 "Go Live" means the event that occurs when the Client first uses a Subsystem for Live Operations. A separate Go Live may take place with respect to each Subsystem, each Interface, and each Modification. 3.12 "Help Desk" means the TriTech function consisting of receiving calls from Client concerning System problems and assisting Client with resort to the manufacturers of Equipment, Software and other items acquired under this Agreement under the applicable warranties and/or maintenance support agreements. 3.13 "Installation" with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic inter-operability of the applicable Subsystem components at the Designated Location for that Subsystem. "Installation," with respect to the Modifications, means the process of running each Modification under a procedure to demonstrate basic interoperability with the applicable Subsystem at its Designated Location(s). "Installation," with respect to the Interfaces, means the process of running each Interface under a procedure to demonstrate basic interoperability of the Interface with the applicable Subsystem and the hardware and/or Software with which it is interfaced at its Designated Location(s). 3.14 "Interface," collectively or individually, means the interface software described in Addendum A-3. 3.15 "Live Operations" means use of a Subsystem (e.g., the TriTech Software less Interfaces and Modifications) as the primary means of performing its functions. Use of a Subsystem in parallel with Client's existing system for a period not to exceed thirty (30) days where the existing system is the primary means of performing its functions and the Subsystem is being run in a test environment shall not be deemed Live Operations. 3.16 "MDS" means the mobile data system to be provided hereunder. 3.17 "Modifications" means changes or additions to Software from the standard version thereof prepared hereunder. The Modifications are described in the appropriate Statement of Work, Addendum A-1. 3.18 "Object Code" means any instruction or set of instructions of a computer program in machine-readable form. 3.19 "Primary Computer System" (with reference to the CAD System) means a local or wide area network consisting of one or more servers and multiple computer Workstations. 3.20 "Prime Contractor' means that TriTech shall (i) act as the central point of contact, providing project management services, including coordination and monitoring of all Subcontractor activities with respect to the Project, (ii) subcontract with certain Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 66 A t A=. Vendors that provide hardware, Software and/or services in connection with the Project (as more fully described in the Statement of Work), and (iii) pass through to Client warranties received from the Vendors thereof. Prior to Acceptance, should any Subcontractor hereunder be in default, through no fault of Client or its agents, a third party, or an event of Force Majeure, TriTech shall either continue to perform the duties of the Subcontractor to fulfill the obligations for the Subcontractor in accordance with the Statement of Work, or provide an alternative solution acceptable to the Client. Provided, however, that in no event will TriTech's responsibility exceed the price for such Subcontractor's portion of the Contract Price for services performed on behalf of the Subcontractor. 3.21 "Server' means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. With respect to the CAD System, this term includes, without limitation, the Primary Computer System and the Standby Computer System. 3.22 "Software" means collectively or individually the computer programs provided under this Agreement, including, without limitation, the programs for each Subsystem, enhancements, upgrades or other modifications to the Software. 3.23 "Software Error' means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. In the event TriTech (or another City and TriTech authorized Software Vendor pursuant to this Agreement) is unable to reproduce the Software Error at its facilities, TriTech will, at Client's request. If it is determined that the problem was caused by hardware, Software, services or other items not supplied or not authorized by TriTech, Client shall reimburse TriTech for its labor costs for such on site visit, at TriTech's then current rates for consulting, as well as TriTech's travel expenses. 3.24 "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech (and/or other City and TriTech authorized Software Vendors pursuant to this Agreement) for the Software, either under warranty or under an annual Software Support Agreement, as more fully described in said Agreement. 3.25 "Software Support Agreement" means collectively or individually agreements of that name (or a similar name) for the rendering of Software Support services entered into between the parties coincident with this Agreement and renewed from time to time thereafter. 3.26 "Source Code" means the original mnemonic or high-level statement version of Software, including the program instructions written prior to the program being compiled into machine readable language. 3.27 "Specifications" means (i) the functional requirements, including IRDs, OSDs, and User's Manuals, and Acceptance Test document(s) ("ATP") with respect to Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 66 i■► Alft.. each Subsystem; (ii) the Interface Requirements Document ("IRD") and ATP for each Interface, or Operational Scenario Document(s) for each Modification; and (iii) the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 3.28 "Standby Computer System" (with reference to the CAD System) means a server operating in a standby mode used to maintain a duplicate copy of the program and data contained in the Primary Computer System. 3.29 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech. 3.30 "Subcontractor Hardware" means the hardware supplied by a Subcontractor as part of its Subsystem, and identified in Addendum A-7. 3.31 "Subcontractor Software" or "Non-TriTech Software" means software supplied by a Subcontractor as part of the System and listed in Addendum A-7, for which TriTech has secured all necessary licenses and the right for Client to use such Software for purposes of implementing this System. 3.32 "Subsystem" means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. (For the avoidance of doubt, the CAD System is a Subsystem under this Agreement.) 3.33 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. 3.34 "System" means collectively all Subsystems that make up the integrated Computer System referred to in paragraph 1.2 of this Agreement and more fully described in the Statement of Work. 3.35 "System Software" means the software identified in Addendum A-6 which includes, without limitation, operating system software, DBMS Software, and communications software. 3.36 "Telephone Support" means the service provided by TriTech for access to the TriTech Technical Services Department by telephone, on a twenty-four (24) hour a day, seven (7) day per week basis. 3.37 "TriTech Software" means the Object Code version of the software specified in Addendum A-2 and A-3 of this Agreement, and any Modifications, enhancements or upgrades provided hereunder. 3.38 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 66 .•. .•. 3.39 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 3.40 "User" means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software. 3.41 "Vendor" means any supplier of hardware, software or services under this Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. 3.42 "Warranty Period" means the period starting at Go Live for the TriTech Software and ending one (1) year thereafter. The Warranty Period for Interfaces and any Modifications will also end on the same date. 3.43 "Workstation" means any computer input station that utilizes the ;unctionality of a Subsystem, whether the software resides locally or on a Server. 3.44 "Year 2000 Compliant' means, with respect to Subsystem Software, that the Software accurately processes date/time data (including but not limited to calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other information technology, used in combination with the Subsystem Software, properly exchanges date/time data with it. 4.0 PRICES AND PAYMENT 4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The Contract Price for the purchased and/or licensed items hereunder is $4,960,255 as more completely specified in Addendum A-9. Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A-8, pursuant to invoices issued by TriTech which shall be due upon receipt unless otherwise stated in the invoice. 4.2 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less, from thirty (30) days after their due date until paid. 4.3 If Client desires to purchase any of the items specified in this Agreement via a lease or other financing option, this Agreement shall be incorporated by reference in the lease agreement or financing agreement and the terms and conditions herein shall supersede such agreements or any purchase order, assignment agreement, or Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 66 r. .► other contract of the lessor or lender. Notwithstanding a lease or other financing option, Client shall continue to be fully obligated under this Agreement. 5.0 SOFTWARE LICENSES 5.1 In consideration for, and subject to, the payment of the license fee(s) specified in Addendum A-9 of this Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software: 5.1.1 The TriTech Software: A nontransferable, nonexclusive right and license to Use the TriTech Software and the Documentation for said Software for Client's own internal use for the applications described in the Statement of Work, at the Designated Location, in the quantity set forth in Addendum A-2, and on the Equipment set forth in Addendum A-5. Client may make additional copies of the TriTech Software as reasonably required for archival or backup purposes, provided that such copies contain all copyright notices and other proprietary markings contained on the original, and are kept confidential in accordance with Section 10.0 herein. 5.1.1.1 Each copy of the TriTech Software provided under this license that is not identified in Addendurn A-2 of this Agreement as a Standby Copy may be used on only one Primary Computer System at any one time. 5.1.1.2 Each copy of the TriTech Software provided under this license and identified in Addendum A-2 of this Agreement as a Standby Copy may be used in a standby mode on only one Standby Computer System at any one time as a backup in the event of a failure, malfunction or other out of service condition of its Primary Computer System. In the event its Primary Computer System fails to operate, the Standby Computer System and the Designated Application Software identified as a Standby Copy may be enabled to function in its place. When the Primary Computer System returns to its normal operational mode, the Standby Computer System and the Designated Application Software identified as a Standby Copy must be returned to its standby mode. 5.1.1.3 Client shall be entitled to have a copy of the TriTech Software residing on the Primary Server(s), the Back-up Server(s) and the Data Warehouse. 5.1.1.4 Notwithstanding anything to the contrary in this Section, the TriTech Software is designed to enable Client to develop original applications which interface with the TriTech Software. The development and use of such interfacing applications is specifically permitted under the licenses herein and shall not be deemed derivative works provided that they are not, in fact, derived from the TriTech Software or the ideas, methods of operation, processes, technology or know- how implemented therein. Other than the licenses granted herein, Client shall not acquire any right, title or interest in the TriTech Software by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Likewise, TriTech shall not Fort Worth System Purchi01-1r, t ,5 J JC V3.7— 10/06 Copyright©TriTech Software Systems 11 1 ' L Unpublished: Rights reserved under the copyright laws of the United States Page I 1 of 66 � ✓1i kij YE, acquire any right, title or interest in such Client developed non-derived applications, whether as owner, joint owner or otherwise. 5.1.2 Subcontractor Software: TriTech shall secure all necessary licenses and rights to use Subcontractor Software for Client for purposes of implementing this System for all purposes under this Agreement. 5.1.3 System Software: The licenses set forth in the applicable vendors license agreements that accompany such software. 5.2 Each Workstation that is configured to utilize the functionality of any Subsystem Software must have a full-user license under this Agreement. 5.3 Title to all Software provided to Client under this Agreement remains with the Vendor of such Software. The applicable software Vendor retains all rights to its specific Subsystem Software and the associated Documentation not expressly granted in this Agreement. 5.4 Software (including without limitation Subsystem Software) may not be used to operate a service bureau or time-sharing service, outsourcing service, application service provider service or other services or businesses that provide computer-aided vehicle dispatching to third parties. Notwithstanding the above, Client shall be entitled to Use Subsystem Software at the applicable Designated Location for the purpose of the application(s) described in the Statement of Work for itself and other agencies/entities in the area within Tarrant County, Texas, provided that the Subsystem Software is installed and operated at only one physical location. The Software shall not be used for other than the application(s) described in the Statement of Work. 5.5 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or any Subsystem Software or Documentation, or permit others to do said acts, except as provided in this Agreement or the applicable software license agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the applicable license, at the option of the applicable Vendor. 5.6 The Software licenses granted in this Agreement or in connection with it are for Object Code only and do not include a license or any rights to Source Code except as otherwise provided under Section 13.0 (Source Code Escrow). Without limiting the generality of the foregoing, except as provided in Section 13.0, Client is specifically prohibited from accessing, copying, using, modifying, distributing or otherwise exercising any rights to such Source Code, even if such Source Code is loaded on the Equipment. The loading and/or using of Source Code to any Subsystem Software by TriTech or its employees, agents or Subcontractors on the Equipment or any other computer system equipment at the Designated Location or any other location associated with Client shall not constitute a waiver of this provision, or any express or Fort Worth System Purchase Agreement V3.7—10106 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 66 i. .gal implied license or other permission to copy, use or exercise other rights to the Source Code. 5.7 Client may not export any Software or Documentation outside the United States without further written agreement of TriTech or the applicable Subcontractor. In the event of such agreed export, Client agrees to comply with the requirements of the United States Export Administration Act of 1979 and any amendments thereto, and with all relevant regulations of the Office of Export Administration, U.S. Department of Commerce. 5.8 These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable software license agreements. 5.9 Client may surrender any software licenses provided in connection with this Agreement at any time by performing the actions described in paragraph 15.3 of this Agreement, or the applicable software license agreement. Such surrender shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder through the effective date of surrender or termination of the license. 6.0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS 6.1 TriTech will Deliver the items purchased and/or licensed hereunder pursuant to the Statement of Work, subject to the provisions of the FORCE MAJEURE/EXCUSABLE DELAY section (21.0) of this Agreement, and further subject to delays caused by the actions or omissions of Client, including, but not limited to, delays in approval of the Specifications and/or Acceptance Test Procedures, training, system configuration, DOLF participation and/or Acceptance testing. Unless specifically identified as a TriTech task in the Statement of Work, Installation of Workstations into consoles, furniture or similar work area components at Client's Designated Location is the responsibility of Client. 6.2 Unless otherwise specified in the Statement of Work, the Equipment, Subcontractor Hardware and Software for each Subsystem shall be first delivered to TriTech's facilities in San Diego (or another location in the case of Subcontractor Deliverables) for Subsystem configuration (less Interfaces and Modifications), interoperability testing and conduct of the DOLF process for that Subsystem. (The DOLF process is more fully described in Section 9.0 of this Agreement and in the Statement of Work.) Upon completion of the applicable DOLF process, the Subsystem shall be delivered to the applicable Designated Location to prepare for Go Live. 6.3 TriTech will Deliver and Install each Subsystem (less Interfaces and Modifications) as described in the Statement of Work and as set forth below. (Interfaces and Modifications will usually be Installed at a later time pursuant to the mutual agreement of the parties reached in connection with development and approval of the applicable IRD's.) The completion of Installation of the Subsystems requires Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 66 f► .•. certain actions by the Client, as more fully set forth in the Statement of Work. The Delivery and Installation schedule set forth herein is contingent upon the Client's timely completion of its required actions. Delays by the Client in completing its required actions, or delays beyond TriTech's control as described under Section 21.0 of this Agreement, may cause a modification to the Delivery and Installation schedule and procedure. In the event of such delays, the Delivery and Installation schedule shall be revised as mutually agreed to by the parties in writing. In the absence of such agreement, the schedule will be adjusted on a day by day basis, or as otherwise required as a result of the delay(s). 6.4 Following Delivery and Installation of the System, TriTech will provide the Client with training for the System as specified in the Statement of Work. If the Client is not available for training at the scheduled time, a revised training schedule will be established based upon the mutual agreement of TriTech and the Client. Any delay in performance of this Agreement resulting from such changes to the training schedule shall be deemed to be an Excused Delay under Section 21.0 herein and shall not result in a breach of this Agreement by TriTech. 6.5 TriTech will initiate User, Train the Trainer, and System Administrator training and practical lab, pursuant to the provisions of the applicable TriTech training program and as specified in the Statement of Work. 6.6 Implementation of Live Operations with any Subsystem shall not occur (except for operations necessary to conduct Acceptance Tests pursuant to the Acceptance Test Procedure referred to in Section 9.0) until completion of the applicable Acceptance Test Procedure and Acceptance of the Subsystem by Client. 6.7 Implementation of the Interfaces and Modifications will be based upon the schedule set forth in the Statement of Work or otherwise mutually agreed upon by TriTech and the Client. 6.8 Client shall perform the Client Required Actions described in the Statement of Work. 6.9 Title to all Software provided under this Agreement shall remain with the Vendor thereof. 6.10 Risk of loss of any Deliverable shall be borne by TriTech until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client. 6.11 Client shall pay all freight charges associated with Delivery of the System (including initial delivery to TriTech (or, if applicable, Subcontractor) facilities and final Delivery to the applicable Designated Location). If such charges are included as a line item in the Contract Price (Addendum A-9), they shall be paid according to the payment terms in Addendum A-8. Otherwise, they shall be paid on receipt of TriTech's invoice for such charges. Fort Worth System Purchase Agreement V3.7—10106 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 66 7.0 SITE PREPARATION 7.1 Client agrees to provide, at its own expense, those required facilities and equipment specified in Addendum A-10 (the Site Preparation and Support Connectivity Guide), or in the applicable Documentation or otherwise specified by TriTech in writing, to meet the hardware/software configuration requirements and the requirements for proper electrical power quality and other computer facility resources. Client shall also provide and maintain during the term of this Agreement, a high speed data connection (as more fully defined in the Site Preparation and Support Connectivity Guide), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) for maintenance and software support purposes in each physical area where a Server or interface equipment is located. Such facilities and equipment shall be in place and operational prior to Delivery of the items purchased and/or licensed under this Agreement. 7.2 TriTech shall assist Client in meeting its obligations under this section by providing the necessary guidelines and specifications for site preparation. 8.0 SERVICES 8.1 TriTech and/or its Subcontractors will provide those services specified in the Statement of Work, which is attached hereto and incorporated herein by reference. Any services desired by Client in addition to those specified in this Agreement or the Statement of Work will be subject to the availability and scheduling of TriTech (or Subcontractor) personnel and to TriTech's (or the Subcontractor's) then-current rates, plus expenses. Prior to performing any of the aforementioned additional services, TriTech will provide a written quotation detailing the associated price to be paid for such services as approved by Client. 8.2 The work to be performed shall include the furnishing of all labor, materials, Equipment, drawings, engineering and services specified in this Agreement or Statement of Work. (Nothing herein shall be construed as providing Source Code to any Software except as provided in Section 13.0 of this Agreement (Source Code Escrow). 8.3 TriTech shall appoint a competent TriTech Project Manager to act as its representative and single point of contact, and to monitor its employees and Subcontractors in the Delivery and Installation of the Subsystems provided under this Agreement. Such appointment shall be subject to Client's approval, which shall not be unreasonably withheld. TriTech's Project Manager will coordinate and meet with the Client Project Manager as may be reasonably required to discuss any operational issues or the status of the Project. Client reserves the right to request a replacement Project Manager if Client is not satisfied with the level of service or performance of the currently assigned TriTech Project Manager. TriTech shall make every reasonable effort to comply with such a request from Client. TriTech shall not change TriTech Project Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 66 .r. ,.. Managers without Client's prior written approval, which shall not be unreasonably withheld. Such replacement TriTech Project Manager will be of equivalent experience and skill as the previous TriTech Project Manager. In the event of unforeseen circumstances such as, but not limited to, termination, illness, or death, TriTech may appoint a replacement TriTech Project Manager of equivalent skill level, and shall notify Client with as much written notice as is reasonably possible. 8.4 Travel costs incurred by TriTech in connection with services rendered under this Agreement shall be paid by Client, payable upon receipt of TriTech's invoice for such costs. 9.0 ACCEPTANCE 9.1 General. Testing of the System and Subsystems shall occur throughout the Project life cycle as further defined in the Statement of Work (SOW). Prior to conducting Acceptance testing as defined below, the Client shall receive for review, Acceptance Test Procedures (ATP's) for the System and Subsystems. Upon approval by the Client of the ATPs, TriTech shall perform the ATPs with the Client's participation in accordance with the Project plan. Individual test cases within the ATP shall have a pass/fail criteria and with results reported to the Client when the individual tests are complete with a Test Report. 9.2 Following completion of the DOLF process (which is further defined in the SOW), the System will be Delivered and Installed at the Designated Location. Pre-Go Live CAD System and Subsystem tests will be performed by TriTech and Client using the applicable Client approved ATP's. Upon successful completion of the applicable ATPs, the Client shall provide written approval of the test results and written approval that the System and Subsystem(s) are ready for Go Live ("Pre-Go Live Acceptance"). Such pre-Go Live Acceptance shall occur at least thirty (30) days before the actual Go Live date. Issues detected during pre-Go Live System and Subsystem testing which do not affect the Go Live readiness of the CAD System and Subsystem(s) shall be documented by TriTech and the Client and a plan and timetable for resolving such issues shall be mutually developed. 9.3 Upon Go Live, the Client shall utilize the CAD System for a thirty (30) day Acceptance test period to verify operational system and Subsystem functionality in a live environment. If no Critical Priority Software Errors (as that term is defined in Addendum B) are detected during such thirty (30) day period, the Parties shall mutually agree in writing that the CAD System has achieved Final Acceptance. Upon Go Live, Software Errors shall be corrected and support shall be provided in accordance with Addendum B, Support During the Warranty Period. Following the Warranty Period, support shall be provided in accordance with the Software Support Agreement. Fort Worth System Purchase Agreement V3.7—10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 66 •"► Aw. 9.4 MDS Acceptance. Client will receive Train the Trainer training, as further defined in the Statement of Work, on the operational use and installation of VisiNet Mobile. TriTech will Deliver and configure, to the Client's requirements, the VisiNet Mobile software to the Designated Location and provide installation services on at least one (1) mobile unit. Installation of the remaining mobile units will be conducted by Client. TriTech's project team will test the system configuration and functionality on the TriTech installed mobile unit by running the approved ATP with the Client. TriTech and Client will document any issues detected and agree upon any required resolution plan. At the conclusion of the above-described installation and testing the parties shall jointly acknowledge system Acceptance. Client is responsible for mobile server and unit connectivity to the mobile network infrastructure and the wireless network. 10.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 10.1 The copyright to the Software and Documentation (including without limitation the Subsystem Software and Documentation) is owned by the Vendor thereof. Said software and documentation is licensed, not sold. Nothing in this Agreement shall be construed as conveying title in the Software or Documentation to Client. 10.2 Provided that Client's confidential business information and confidential data is marked with the legend "CONFIDENTIAL INFORMATION," "PROPRIETARY INFORMATION," or a substantially similar legend, or if not so marked, then such information that by its nature, TriTech should reasonably determine to be confidential or proprietary, TriTech agrees to maintain Client's confidential business information and confidential data, including patient identifying data, to which TriTech gains access in confidence and to not disclose such information except as required to perform hereunder or as required by law. If such confidential or proprietary information is disclosed to TriTech orally, Client shall, within five (5) business days of the disclosure, document the disclosure in writing, which writing shall be marked with the above- described legend. Notwithstanding the above, the applicable Vendor shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know-how, and copyrightable expression learned or acquired as a result of or in connection with this Agreement to make modifications and enhancements to Software or Documentation. Client shall acquire no intellectual property ownership rights to Software or Documentation as a result of such use, whether as author, joint author, or otherwise. 10.3 TriTech hereby warrants to the Client that TriTech has made full disclosure in writing of any existing or potential conflicts of interest related to TriTech's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, TriTech hereby agrees immediately to make full disclosure to the Client in writing. TriTech, for itself and its officers, agents and employees, and subcontractors further agrees that it shall treat all information provided to it by the Client as confidential and shall not disclose any such information to a third party without the prior written approval of the Client. TriTech shall store and maintain Client's Information in a secure manner and shall not allow unauthorized users to Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 66 .•k .a access, modify, delete or otherwise corrupt Client information in any way. TriTech shall notify the Client immediately if the security or integrity of any Client information has been compromised or is believed to have been compromised. 10.4 Client understands and agrees that the Software and Documentation (including without limitation Subsystem Software and Documentation) including, but not limited to, the Source Code, Object Code, the OSDs, IRDs and ATPs, the Statement of Work, the software design, structure and organization, software screens, the user interface and the engineering know-how implemented in the software (collectively "Vendor Proprietary Information") constitute the valuable properties and, if the standards pursuant to applicable law are met, trade secrets of the Vendor thereof, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to the vendor a competitive advantage. 10.5 Client agrees during the term of this license, and thereafter, to hold the Vendor Proprietary Information, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Client's exercise of the license rights granted hereunder, or unless such access is required by law, rule, regulation or court order by a court of competent jurisdiction. 10.5.1 Without limiting the generality of the foregoing, except as provided in Section 13.0 (Source Code Escrow), in the event Source Code is loaded on the Equipment, or other computer system equipment at any Designated Location or any other location in connection with TriTech's performance under this Agreement, or for any other purpose, Client shall keep such Source Code strictly confidential and shall not, without the written authorization of TriTech (and, if applicable, the concerned Subcontractor), access, use, copy, modify, distribute, disclose or otherwise exercise or permit the exercise of any rights to such Source Code by any person, including but not limited to Client's employees, agents or contractors. This provision is intended by the parties to prohibit, among other things, Client access to Source Code by any person and for any reason unless expressly authorized by Section 13.0 (Source Code Escrow) herein. 10.6 Client shall not attempt or authorize others to attempt to duplicate, decompile, disassemble, or otherwise reverse engineer the software by any of the foregoing or other methods now known or later developed, or copy the TriTech Documentation, including the Statement of Work, IRDs, OSDs, User's or System Administrator Guides or Manuals for use by third parties. 10.7 Client shall inform TriTech promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of the Vendor Proprietary Information. 10.8 Client acknowledges that the information contained in Addenda to this Agreement which is marked with the legend "PROPRIETARY DATA" is likewise Vendor Proprietary Information, and unless otherwise required by law, may not be copied, Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 66 ... .... disclosed, distributed or otherwise disseminated to third parties without the written authorization of TriTech or the concerned Subcontractor. Client shall comply with said legend in all respects and shall promptly inform TriTech of any unauthorized disclosure of such information. 10.9 If any Vendor Proprietary Information is subject to any Federal or State statutes(s) providing for public access or disclosure of public records, documents or other material, Client shall (i) provide to TriTech (and, if applicable the concerned Subcontractor) written notice of any request or other action by a third party under said statute(s) for release, access, or other disclosure thereof, (ii) provide to TriTech (and, if applicable the concerned Subcontractor) a reasonable opportunity to respond to and/or oppose such action in the appropriate forum and (iii) take such steps as are permitted under said statutes to assert in response to such action any exemptions or other protections available thereunder to prevent, restrict and/or control the public release, access and/or disclosure of the Vendor Proprietary Information. 10.10 The obligations specified under the CONFIDENTIALITY AND PROPRIETARY RIGHTS section of this Agreement shall survive the termination or rescission of this Agreement. 11.0 LIMITED WARRANTIES 11.1 The TriTech Software. TriTech warrants that, during the Warranty Period, the TriTech Software will perform in substantial conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, Client shall notify TriTech during Normal TriTech Technical Services Hours (5:30 a.m. to 5:30 p.m., PST, Monday through Friday, excluding holidays). TriTech shall, at its option, correct the defect, or replace the TriTech Software. Software Support during the Warranty Period is provided as more fully described in paragraph 11.1 .1 and Addendum C. 11.1.1 Software Support for the TriTech Software during the Warranty Period includes 24/7 Telephone Support, Updates as they are released, and correction of Software Errors, as more fully described in Addendum C. 11.1.2 TriTech further represents and warrants that the TriTech Software, including Updates thereto, shall be Year 2000 Compliant. However, the foregoing warranty is subject to and conditional upon (i) Client operating the most current version of the TriTech Software offered to it, and (ii) Client maintaining in force a current Software Support Agreement for the TriTech Software. 11.1.3 TriTech further warrants and represents that the TriTech Software does not contain any "back door," "time bomb," "Trojan horse," "worm," "drop dead device" or other program routine or hardware device inserted and intended by TriTech to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the TriTech Software. (Nothing Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 66 rr r herein shall be deemed to constitute a warranty against viruses. The provisions of paragraph 11.1.4.5, below, shall constitute the agreement of the parties with respect to viruses.) Client's sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Software that does not contain any of the above-described routines or devices. 11.1.4 If the TriTech Software is unable to function as warranted due to any one or more of the following factors, additional charges may be imposed by TriTech for actions necessary to correct or work-around such factors: 11.1.4.1 Modification by Client or a third party of the TriTech Software, Subcontractor Software or Hardware, System Software or Equipment. 11.1.4.2 Misuse or neglect by Client, including without limitation failure to use the TriTech Software as described in the Documentation, or other instructions provided by TriTech. 11.1.4.3 Software not provided by TriTech pursuant to this Agreement, not approved by TriTech in writing or not specified as compatible in the Documentation. (The procedures for seeking approval for loading third party software on a Workstation are set forth in paragraph 12.5 of this Agreement. As provided in said provision, software that is not provided by TriTech shall not be loaded on a Server.) 11.1.4.4 Equipment which does not meet the configuration requirements specified in the Documentation or failure of Client to provide and maintain the site and facility requirements described in Section 7.0 herein. 11.1.4.5 Computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System including, but not limited to, Workstations or Servers. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software (but not client's data) on Client's Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System to mitigate the consequences of any virus. 11.1.4.6 Equipment or Software provided by third parties who are not Subcontractors of TriTech with which the TriTech Software interfaces or operates (including but not limited to System Software), including but not limited to problems caused by changes in such Equipment or Software. If such changes occur which require modifications or other actions with respect to the TriTech Software, such modifications or actions shall (unless identified in the Addendum A-4 as a line item in this Agreement) be subject to the mutual written agreement of the parties, including but Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 66 Aft .� not limited to, additional charges by TriTech at its then current rates for engineering and technical support. 11.1.4.7 After the Warranty Period, TriTech's obligations with respect to operation of the items purchased and/or licensed hereunder shall be as specified in the MAINTENANCE AND SOFTWARE SUPPORT section of this Agreement. 11.1.4.8 If mapping information is supplied with the TriTech Software, TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to TriTech. 11.2 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 11.3 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. 11.4 Equipment, System Software and Subcontractor Hardware and Software, and any other items provided under this Agreement and not manufactured by TriTech (collectively "Third Party Items"). Third Party Items are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to Client any warranties on Third Party Items granted to it. If, during the warranty period for Third Party Items Client determines that they do not perform as warranted, Client shall contact TriTech using the procedures described in Addendum B. TriTech shall perform Help Desk functions by receiving calls and providing reasonable assistance to Client in determining the causes of the reported problem and in assisting Client in making claims under applicable third party warranties. Notwithstanding the foregoing, TriTech warrants that, during the Warranty Period for the TriTech Software, the TriTech Software shall be compatible with the Third Party Items (i.e., shall communicate, share data, interface and otherwise work together without additional software or hardware not provided under this Agreement) provided that all Subsystem components are used and maintained by Client as specified or instructed by TriTech, or the respective Vendors thereof, provided further that such items have not been changed since the Delivery thereof such that the TriTech Software is no longer compatible without modification, and provided further that such items are Year 2000 Compliant. Fort Worth System Purchase Agreement V3.7— 10106 Copyright 0 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 66 low oft. 11.5 TRITECH MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12.0 MAINTENANCE AND SOFTWARE SUPPORT 12.1 The TriTech Software. Annual Software Support shall begin upon expiration of the Warranty Period for the TriTech Software, under the terms of a Software Support Agreement to be entered into between the Client and TriTech. On or before expiration of said Warranty Period, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature and payment of the then-current Software Support fees. TriTech reserves the right to change the terms and conditions for Software Support at the time of renewal by thirty (30) days written notice to Client. The rendering by TriTech of Software Support for the coming year shall be subject to Client executing the Software Support Renewal Agreement and paying the applicable Software Support fee(s). 12.1.1 If Client fails to keep an annual Software Support Agreement for the TriTech Software in effect, any later resumption of annual Software Support services by TriTech shall be subject to payment by Client of all past unpaid annual Software Support fees in addition to the Software Support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's customer base and fairly shared by all TriTech Software users. 12.1.2 In the absence of a currently effective annual Software Support Agreement, any Telephone Support, Software Error correction and/or software Update services requested by Client and agreed to by TriTech shall be subject to TriTech's support policies then in effect, the availability of its support personnel and resources and its then current time and material rates, plus Update license fees, expenses and other charges. 12.1.3 Notwithstanding anything to the contrary herein, Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current production version thereof made available to Client. The Client shall implement the most current general release of licensed TriTech Software within twelve (12) months of the general release announcement for such product (the notice is distributed through the TriTech Support List Server and the TriTech Support website). If the Client does not complete an upgrade within the above noted time period, TriTech shall not be obligated to continue to provide Software Support for Client's version of the TriTech Software for that product. 12.1.4 Unless listed as a line item in Addendum AA TriTech Software Support shall not include design, engineering, programming, testing, implementation or Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 66 i•► AM%. other services rendered necessary by changes in Equipment, System Software or Subcontractor Hardware or Software not recommended or procured by TriTech except as provided during the Warranty Period for the TriTech Software under Section 11 herein ("Third Parry Changes"). Any such services shall be subject to additional charges by TriTech and the mutual written agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to Third Parry Changes or modifications to the TriTech Software resulting therefrom. 12.2 System Software: Maintenance and support for System Software sold or licensed hereunder shall be subject to and provided in accordance with any maintenance agreements between Client and the supplier thereof, or other third parry maintenance providers. Notwithstanding the foregoing, if Client determines that an item of System Software provided under this Agreement does not perform as provided in the applicable specifications, during the Warranty Period and thereafter under annual support, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in Addendum C. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder, other than as stated above. 12.3 Subcontractor Hardware and Software. Annual maintenance and support for those Vendors identified in Addendum A-7 will be provided to Client by the respective vendors as Subcontractors to TriTech. Client shall contact TriTech in accordance with the procedures in Addendum C to report any errors or defects detected with respect to such items. TriTech shall assist Client in determining the nature of the problem, and will contact the appropriate Vendor for resolution. TriTech will follow-up with the Vendor, and maintain contact with both the Vendor and Client to coordinate problem resolution within a commercially reasonable time. Support and maintenance will be provided in accordance with the respective Vendor's support and maintenance agreements. Upon thirty (30) days notice from Client to TriTech prior to the end of the initial twelve (12) month period of Subcontractor annual maintenance and support, Client may, at its option, continue such annual maintenance and support through TriTech, or directly through a support agreement with the applicable Subcontractor. In such event, provided that Client maintains in force an annual TriTech Software Support Agreement, Client may contact TriTech in accordance with Addendum C, and TriTech shall provide Help Desk services to Client with respect to the reported problem. 12.4 Equipment: Maintenance and support for the Stratus products provided hereunder will be provided as described in 12.4.1 below. Maintenance and support for all other Equipment sold hereunder is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client agrees to acquire and keep in force computer and peripheral equipment maintenance agreements for the equipment used to operate the TriTech Software or to provide such maintenance in-house with qualified personnel. If Client determines that Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 23 of 66 AW .•. an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in Addendum C. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 12.4.1 Support and maintenance for the Stratus ftServersTm and related Stratus products will be provided to Client by Stratus as a subcontractor to TriTech. For other than automatically generated calls, Client shall first notify TriTech of any system errors involving the Stratus ftServersTM or other Stratus products. Support and maintenance for the Stratus products is more fully described in Addendum D, Hardware and Software Maintenance and Support Agreement for Stratus ftServerTM. 12.5 If, at any time after installation of the System, Client desires to load on a Workstation any software not provided by TriTech, it shall, before loading such software, follow the procedures in the then current Client Support Services Manual, and contact the TriTech Technical Services Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. In such an event, Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 13.0 SOURCE CODE ESCROW 13.1 TriTech Software. Subject to payment of the applicable escrow fees by Client and Client's execution of the applicable escrow documents, TriTech shall, on or before the occurrence of Go Live for the TriTech Software (less Interfaces and Modifications), enroll Client as a Preferred Beneficiary of the applicable TriTech Source Code escrow account with Iron Mountain Intellectual Property Management ("formerly DSI Technology Escrow Services") (the "Escrow Agent"). A copy of TriTech's Master Preferred Escrow Agreement with Iron Mountain is attached as Addendum E. The location of the escrow shall be Iron Mountain's storage facilities in Norcross, GA. Client shall pay all escrow fees and expenses associated with the Escrow, including but not limited to first year fees (which are included as a line item in the Contract Price), renewal year fees, and fees for additional services, if any, selected by Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (i) all Updates Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 24 of 66 AOr ..* to the TriTech Software released during the preceding month and (ii) any TriTech Software Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to non-payment of escrow charges by Client, or (iii) this Agreement is terminated. Source Code released under the terms of the Source Code Escrow Agreement shall be deemed part of the TriTech Software hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Section 5.0, except as modified below. 13.1.2 Source Code shall be released to Client only upon the occurrence of and only during the duration of one of the following conditions: 13.1.2.1 TriTech's persistent and uncured failure to carry out or provide for the carrying out of material warranty or Software Support obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the parties with respect to the TriTech Software, which failure persists for a period of 30 days after written notice from Client to TriTech asserting such failure and the intention to demand a release of Source Code from escrow; 13.1.2.2 TriTech's failure to continue to do business in the ordinary course without providing an alternate source of warranty or Software Support by a ready, willing and able assignee; 13.1.3 The escrowed Source Code and other material released to Client hereunder shall be subject to all of the terms and conditions of this Agreement, including without limitation the Confidentiality provisions herein, except as specifically modified in this paragraph. Without limiting the generality of the foregoing, the Source Code shall, except for periods of actual use, be kept in a secure, locked container and/or a secure protected computer file with access limited only to those with a need to know for purposes of software maintenance. Any person or entity granted access shall be required to agree in writing to comply with this paragraph unless access is required by law, rule, regulation, or court order from a court of competent jurisdiction. TriTech shall, upon request, be provided with a copy of such agreement(s). 13.1.4 Provided that a release of Source Code is rightfully made hereunder, Client is granted a license to copy and Use the Source Code for the sole purpose of software maintenance. For purposes of these Source Code Escrow provisions, the term "software maintenance" means correction of software errors and preparation of software modifications and enhancements. If Client creates new and original computer code not derived from the TriTech Software or the ideas, processes, methods of operation, technology or know-how implemented therein, in the process of software maintenance, the intellectual property rights (including copyright, patent and trade secret) in and to that specific new and original code shall be owned by Client. However, if Client's enhancements or other modifications result in the creation of a derivative work from the TriTech Software, or a work based upon the ideas, processes, Fort Worth System Purchase Agreement V3.7—10106 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 66 /r i methods of operation, technology or know-how implemented therein, the intellectual property rights (including copyright, patent and trade secret) in and to such work shall be owned by TriTech and Client's rights to use such work shall be limited to those granted with respect to the TriTech Software in this Agreement. No rights to distribute Source Code or derivative works therefrom are granted hereunder. 13.2 Subcontractor Source Code Escrow. If Client desires to enter into Source Code escrow agreements for the Subcontractor Software provided hereunder, such agreements shall be entered into directly between Client and the licensors thereof. TriTech shall not be a party to such Subcontractor Source Code escrow agreements. 14.0 DEFAULT AND TERMINATION 14.1 TriTech may terminate this Agreement and the TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material term or condition of this Agreement unless (a) in the case of failure to pay monies due to TriTech, Client cures such failure within fifteen (15) days after written notice of such failure by TriTech or (b) in other cases, Client cures such failure(s) within thirty (30) days of such notice or in the case of failures not reasonably susceptible to cure within thirty (30) clays, Client commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) Client's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder up through the effective date of termination. 14.1.1 In the event of termination in accordance with paragraph 15.1 above, TriTech's subcontractors providing software licenses hereunder may also terminate such licenses granted to Client with respect to this Agreement. 14.2 Client may terminate this Agreement if (i) TriTech (or a Subcontractor) fails to comply with any material term or condition of this Agreement unless (a) TriTech (or the applicable Subcontractor) cures such failure within thirty (30) days after written notice thereof from Client or (b) in the case of failures which Client determines are not reasonably susceptible to cure within thirty (30) days, TriTech (or the applicable Subcontractor) commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) TriTech's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination and no successor or assignee is appointed who is ready, willing and able to assume and perform TriTech's executory obligations under this Agreement, or (iii) without cause, in the event Client reasonably determines that termination of this Agreement is in the best interest of the Client and provides sixty (60) days advance written notice to TriTech of Client's intent to terminate. Such termination shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder up through the effective date of termination. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 26 of 66 ..► ... 14.3 In the event no funds or insufficient funds are appropriated by the Client in any fiscal period for any payments due hereunder, Client will notify TriTech of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Client of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall be been appropriated. 14.4 Upon termination, Client shall permanently remove and destroy all copies of the Software from its computer system, media, or other locations, destroy all copies of the Documentation and associated materials and certify to TriTech in writing that Client has performed said actions and has not retained or permitted others to retain any such copies whether on a computer system or Server, hard copy or CD-ROM, magnetic or other media, backup or archival copies, or otherwise. Client shall perform these same procedures for removal and destruction of System Software and Subcontractor Software, and the associated Documentation, and so notify TriTech. 15.0 LIABILITY/ INDEMNITY 15.1 TriTech shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission or intentional misconduct of TriTech, its employees, agents, contractors, or any subcontractor as a result of TriTech's or any subcontractor's performance pursuant to this contract; however, TriTech shall not be required to indemnify Client for any claims or actions caused to the extent of the negligence or wrongful act of Client, its employees, agents, or contractors. 15.2 TriTech's liability for any claim or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages caused by TriTech, its employees, agents, officers, directors or subcontractors, as determined by a court of competent jurisdiction. 15.3 IN NO EVENT SHALL TRITECH OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER TRITECH HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 16.0 INSURANCE 16.1 TriTech shall provide the Client with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Fort Worth System Purchase Agreement V3.7—10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 27 of 66 AiNk .a► Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accidentloccurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accidentloccurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. Fort Worth System Purchase Agreement V3.7— 10106 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 28 of 66 AUk .... 16.2 Certificates of Insurance evidencing that TriTech has obtained all required insurance shall be delivered to the Client prior to TriTech's proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City of Fort Worth as an additional primary insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. Any failure on the part of the Client to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the Client. Ten (10) days notice shall be acceptable in the event of non- payment of premium. Such terms shall be endorsed onto TriTech's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 17.0 COPYRIGHT & PATENT INFRINGEMENT 17.1 TriTech will at its expense defend against any claim, action or proceeding by a third party ("Action" herein) for infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement.) Client may participate in the defense of such Action at its own expense. If TriTech concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client's use of the TriTech Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return to Client the TriTech Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the TriTech Software (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to thirty- six (36) months times the license fees paid) and the licenses granted in this Agreement shall terminate. In addition, in the event such Action results in a money judgment against Client which does not arise wholly or in part, from the actions or omissions of Client, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTech will, subject to Section 15.0 herein, indemnify Client therefrom. 17.2 Notwithstanding the above, TriTech shall have no duty under this section 17.0 with respect to any claim, action or proceeding arising from or related to infringements (i) by System Software, Subcontractor Hardware or Software, or Equipment, (ii) arising out of modifications to the TriTech Software and/or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client not in consultation with TriTech. This section 17.0 states the entire Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 29 of 66 Aulk Adm*. obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 18.0 DISPUTE RESOLUTION 18.1 In the event of a dispute, controversy or claim arising under or related to this Agreement, a parry may request, in writing, to initiate the dispute resolution process under this provision. Each parry shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any disputes arising under this Agreement. To the extent permitted by law, discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted. 18.2 If the negotiations described above do not resolve the dispute within sixty (60) days of the initial written request, the dispute may be submitted to mediation under the Commercial Mediation Rules of the American Arbitration Association (the "Association"). Notwithstanding the Rules of the Association, the parties shall be free to select a mediator upon which both parties have agreed. The mediator may be selected from the national panel of arbitrators of the American Arbitration Association with expertise in computer law and technology. 18.3 Each parry shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding parry the reasonable out-of-pocket cost of production of documents (to include search time and reproduction time costs). 18.4 Nothing in this paragraph shall impair or otherwise act as a waiver of either parry of its right to a trial by jury or to seek any such alternative relief as may be available to the party by law. 19.0 SALES, USE AND PROPERTY TAX 19.1 Client is a tax exempt entity and will provide written evidence of such exemption to TriTech upon request. 20.0 SEVERABILITY 20.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 30 of 66 AM61 .•., 21.0 FORCE MAJEURE/EXCUSABLE DELAY 21.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond its reasonable control), the actions or omissions of the other party or its officers, directors, employees, agents, contractors or elected officials and/or other similar occurrences beyond the party's reasonable control ("Excusable Delay" herein). In the event of any such Excusable Delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay. 22.0 CONSTRUCTION AND HEADINGS 22.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. 23.0 WAIVER 23.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 23.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any parry to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 24.0 ENTIRE AGREEMENT 24.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. 25.0 APPLICABLE LAW/ VENUE 25.1 This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws provisions and any applicable laws of the United States. Venue for any claim or action arising out of or pursuant to this Agreement shall lie exclusively in the state courts in Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 31 of 66 rMW ... Tarrant County, Texas and the Federal District Court for the Northern District of Texas, Fort Worth division. 26.0 ASSIGNMENT 26.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned, subcontracted or otherwise transferred by either parry without the prior written consent of the other parry, which consent will not be unreasonably withheld. Further, either party may require the proposed assignee or subcontractor to execute and agree to be bound by the terms and conditions of this Agreement. 27.0 NOTICES 27.1 All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile followed immediately by the original notice sent first-class mail, or (iv) by personal delivery, to the address set forth herein, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. 28.0 ORDER OF PRECEDENCE 28.1 The following documents shall comprise the Agreement between the parties concerning the subject matter of this Agreement, and in the event of any dispute arising from or related to this Agreement, shall have the following order of precedence: A. This Agreement and all Addenda and other documents attached to or incorporated by reference herein; B. The applicable Client approved OSDs, IRDs and ATPs. 29.0 GENERAL TERMS 29.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as consent to any assignment of this Agreement by either parry except as provided in the ASSIGNMENT section of this Agreement. 29.2 This Agreement shall not become a binding contract until signed by an authorized officer of each party, and it is effective as of the date so signed. 29.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 32 of 66 i ..► 29.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 29.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 29.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. 29.7 TriTech agrees that the Client shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of TriTech involving transactions relating to this Agreement. TriTech agrees that the Client shall have access during normal working hours to all necessary TriTech facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The Client shul! give TriTech reasonable advance notice of intended audits. 29.8 TriTech further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the Client shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that Client shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. Client shall give subcontractor reasonable notice of intended audits. 29.9 It is expressly understood and agreed that TriTech shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the Client. Subject to and in accordance with the conditions and provisions of this Agreement, TriTech shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. TriTech acknowledges that the doctrine of respondeat superior shall not apply as between the Client, its officers, agents, servants and employees, and TriTech, its officers, agents, employees, servants, contractors and subcontractors. TriTech further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the Client and TriTech. Fort Worth System Purchase Agreement V3.7—10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 33 of 66 A► 'am. 29.10 Neither the Client nor TriTech shall, during the term of this Agreement and additionally a period of two (2) years after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 29.11 TriTech agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the Client notifies TriTech of any violation of such laws, ordinances, rules or regulations, TriTech shall immediately desist from and correct the violation. 29.12 EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES. CITY OF FORT WORTH: ACCEPTED: ATTEST: By: B . _ Y J P niag Marty Hendrix Assisyant City Manager City Secretary Date: / D Date: APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION: By: M&C: C-21944 Maleshia . Farmer Assistant City Attorney Date Approved: 1/23/07 TRITEC SOFTWARE SYSTEMS: By: Christ pher 6. Maloney President and CEO ` Date: r 6 1 Fort Worth System Pu ha,,*, ,pt a7 7,-�,7 V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States � `;:': , ;�, ➢ �; G( Page 34 of 66 .ft. ... ADDENDUM A SUMMARY OF CONTENTS Addendum No. Description A-1 Summary of Scope of Services is attached as Addendum A-1 and will be replaced by the Statement of Work, with attached Subcontractor Statements of Work which are incorporated herein by reference upon its completion A-2 Number of TriTech Software Licenses, Installation and Shipping Instructions A-3 Interfaces A-4 TriTech Services, Support and Maintenance Fees, and Miscellaneous A-5 Equipment A-6 System Software A-7 Subcontractor Software, Hardware and Services A-8 Payment Terms A-9 Contract Price Summary A-10 Site Preparation and Support Connectivity Guide Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 35 of 66 ADDENDUM A-1 Scope of Services (Attached) Fort Worth System Purchase Agreement V3.7—10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 36 of 66 i► .•r ADDENDUM A-1 SUMMARY SCOPE OF SERVICES TriTech Software Systems Description of Products and Services The purpose of this document is to provide a summary description of products and services that will be provided to the City of Fort Worth (hereinafter referred to as the "City's by TriTech Software Systems ("TrTech'� in order to successfully implement a Computer Aided Dispatch (CAD), Mobile Data, and Station Alerting System (hereafter the "Project'. The scope of work shall be more fully defined in a detailed Statement of Work (SOW) to be jointly developed and approved by TriTech and the City as the first deliverable of this engagement. Upon completion and approval, the Statement of Work shall replace this Summary Scope of Services as Addendum A-1 of the System Purchase Agreement. 1.0 Equipment and Software TriTech will provide and install the Equipment listed in Addendum A-5 of the System Purchase Agreement. TriTech will work with the City to verify the compatibility of the City's existing equipment residing on the network with the configuration of the Project. All hardware must meet TrTech's minimum specifications as stated in the current TriTech Platform Planning Document. TriTech or its Subcontractors shall also provide and install the TriTech Software, Interfaces, System Software, and Subcontractor Software as listed on Addenda A-2 through A-3, and Addenda A-6 through A-7 of the System Purchase Agreement. 2.0 Project Management TriTech shall appoint a Project Manager that is deemed acceptable by the City to manage the delivery of products and services as outlined herein and work jointly with the City's project team to develop a detailed Statement of Work and updated Microsoft Project Plan (MPP). The Project Manager will be responsible for planning, coordinating and managing the efforts of TriTech and any subcontractors necessary to deliver the products and services as outlined herein. The Project Manager will also be responsible for coordinating with the City's Project Manager and project team to obtain the completion of all necessary City tasks in support of the project. TriTech shall participate in the planning and presentation of the project at a project kick-off meeting with the Fort Worth Project Team. The TriTech Project Manager and other representatives from the TriTech Project Team as needed shall participate, either in person or via conference call, in monthly project review meetings with the Fort Worth Project Team. TriTech shall act as Prime Contractor for the following subsystems: • Locution Systems, Inc. • Deccan International TriTech will subcontract with Locution Systems, Inc. and Deccan International to procure all necessary licenses, services and rights on behalf of City to use such software and services pursuant to this Project. TriTech project team members shall participate in functional meetings as required for the successful implementation of the Project consisting of: City of Fort Worth -Addendum A Scope of Services - 01-29-07.doc [adljo ` > Y E�K. .a•, • VisiCAD Computer Aided Dispatch (CAD) System by TriTech • VisiNet Mobile by TriTech • Station Alerting provided by Locution Systems, Inc. • Deccan Live Move up Module • Deccan Admin and CAD Analyst module • Interfaces necessary to integrate VisiCAD and VisiNet Mobile with Positron E-9-1-1 (ANI/ALI) system, Tiburon Law RMS, Firehouse RMS, TLETS/NCIC records check, City's paging system, Fire station printing (rip & run), Locution Station Alerting system, MedStar VisiCAD to VisiCAD system, FW City Mainframe, VisiNet Mobile to Tiburon ARS system, City's Maximus Court System, PDSI — Telestaff system,TDD/TYY system and Motorola's Gold Elite push to talk module. TriTech will provide a written weekly status report that includes: • Identification of any project issues and proposed resolutions • Project activities completed during the reporting period • Activities due for completion in the next reporting period • Current MS Project Plan capable of reporting variances against the baseline plan • Identification of overdue tasks including an assessment of the impact to project's critical path and proposed recovery actions • Identification and assessment of any risks that may negatively impact the project including proposed avoidance and mitigation actions Deliverable: Weekly status report and bi-weekly Project Plan updates, Project Manager, Project Team, Statement of Work, Microsoft Project Plan, Risk Analysis 3.0 System Architecture TriTech shall provide a recommended system architecture specification (servers, networking, backup, etc.) that is compatible with the City's current architectural practices. The City has provided TriTech with complete technical specifications for network and infrastructure currently in place in the City. As specified in the System Purchase Agreement, TriTech will be providing a Stratus server which will serve as the primary CAD server for Police and Fire. The Stratus server will be located at the Police and Fire Communication center at 3000 W. Bolt Street. A backup CAD server will be located at the back-up EOC center located at 1000 Throckmorton, in downtown Fort Worth. In addition, TriTech will provide all servers required for VisiCAD and VisiNet Mobile applications and interfaces. Deliverables: System Architecture Specification 4.0 Detailed Design and Configuration TriTech will guide and work with the City to design and configure the CAD and Station Alerting System per the City's requirements which are included as part of the SOW. Design and configuration includes, but is not limited, to: System Orientation — System Orientation will provide a review of the CAD system, su bsystem(s),interfaces and detailed requirements gathering from all agencies to include Fort Worth Fire Department, Police Department and City Information Technology Solutions Department. Requirements gathering will include reviews of business processes, agency setup, call flow, roles, agency hierarchy, GIS requirements, and all necessary options and data requirements for configuration of a system or sub-system. City of Fort Worth -Addendum A Scope of Services - 01-29-07.doc Page 2 of 6 Oak r DOLF — Once VisiCAD is configured based on the system orientation, a Demonstration of Licensed Functionality (DOLF) for Fire and a Demonstration of Licensed Functionality (DOLF) for Police will be held at the TriTech facility in San Diego, California. The City's Fire and/or Police team will participate in a demonstration of the system using the City's data (or a representative subset of data). All travel related arrangements and expenses will be provided by TriTech for up to 10 city Fire and up to 10 Police team members. Configuration Design Documents — The City will be provided with documentation for each subsystem including the following: User's Guide; System Administrator's Guide; Interface Requirements Documents (refer to section 8.0); Acceptance Test Procedures; a DOLF report; training materials; and the Site Preparation and Support Connectivity Guide, which will provide the City with an overview of the City's system. Interface and integration requirements gathering will be accomplished during a separate requirements capture session following the system orientation. Business Analysts will gather requirements for standard, off-the-shelf, and custom-designed interfaces. A Business Analyst from the TriTech Project Team will create an Interface Requirements Document (IRD) for any custom interfaces detailing the operation of the interface, technical requirements, and interaction with the software provided under this project. This document must be approved by both the City and TriTech prior to interface development. Standard interfaces have a standard IRD which will be delivered to the City. A Systems Engineer/Business Analyst from the TriTech Project Team will prepare a configuration worksheet detailing the parameters that will be set to meet the desired configuration for the interface. This configuration document must be approved by both the City and TriTech. Deliverables: DOLF Report for VisiCAD and VisiNet Mobile, Configuration Design Documents, Interface Requirements Documents and Configuration Worksheets 5.0 Implementation and Test The TriTech configuration teams will install, configure and verify system and subsystem software on designated servers and workstations in accordance with the details of the SOW, including VisiCAD, Deccan move up module, Locution Station Alerting System, and VisiNet Mobile. VisiNet Mobile will be installed on 5 mobile laptops. The City is responsible for installing VisiNet mobile on the remaining laptops. The City is responsible for the network, including wireless, infrastructure as required for system and subsystem configuration. TriTech and its subcontractors will in accordance with the Detailed Statement of Work: • Install, configure and Verify server environment • Verify connectivity between primary and backup dispatch centers • Install software and create applicable databases (SQL) ■ Perform any site specific configurations ■ Perform Data Conversion as described in the data conversion master plan to be provided in accordance with the Project Plan, • Validate data conversion ■ Conduct subsystem tests as specified in the detail of the Acceptance Test Procedures (ATP) City of Fort Worth -Addendum A Scope of Services - 01-29-07.doc Page 3 of 6 /► Aftkk ■ TrTech will present test results to the City TrTech and its subcontractors will install standard and custom interfaces in accordance with the SOW. Roles and responsibilities are: ■ TrTech will install each interface on the applicable server • TrTech and the City will jointly run the ATP for each interface ■ The City will provide written acceptance of the interface ATP ■ TrTech will work with other agencies or vendors as necessary to assure all required interfaces work as required. TrTech will deliver the following interfaces: • E-9-1-1 (ANI/ALI) Interface w/Positron E911 • VisiCAD to Tiburon Law RMS Interface • VisiCAD to Firehouse RMS Interface • Records Check Interface (TLETS/NCIC) • Paging Interface • Station Printing (Rip and Run) • Station Alert Interface to Locution Systems • VisiCAD to VisiCAD - MEDSTAR EMS CAD Interface • CFW Mainframe Interface for PD (FTP Site) • Interface from VisiNet Mobile to Tiburon ARS system • Interface to Maximus Courts System • PDSI-Telestaff Interface • TDD/TW Interface • Push to Talk Interface with Motorola Gold Elite ATP — Acceptance Test Procedures (ATP) ATPS will be developed for each system, subsystem and interface component. ATPS will be developed in cooperation with the City prior to presentation to the City for approval before testing begins for any system or subsystem. ATPS will be run at the City's designated facility unless otherwise agreed to by TrTech and the City. Deliverables: ATP for VisiCAD ATP for VisiNet Mobile ATP for Interfaces ATP for Locution Subsystem ATP for Deccan Site Prep and Connectivity Document Installed, integrated and functional CAD and Station Alerting System Installation, integration, data conversion and acceptance test results 6.0 Training TrTech and the City will jointly develop a training plan. TrTech will review the training plan with the City. After City approval of the training plan, TrTech will prepare for training implementation by developing end user curriculum, materials, and evaluation tools. Class size for both User Training and Train the Trainer Training is limited to 10 students per class, with 1 student per workstation. City of Fort Worth -Addendum A Scope of Services -01-29-07.doc Page 4 of 6 /t. .► TriTech will develop training materials and perform training for each required system and subsystem. Training will include user training for dispatch and call taker personnel and "Train-the-Trainer" for all other systems and subsystems. The City will coordinate the training schedules of employees as necessary. TrTech's training resources will work with the City to provide evaluation forms that will be distributed to the session attendees at the end of each training course. The feedback provided will be reviewed to determine the effectiveness of the training process or to discern if procedures need to be modified to provide more effective training. CAD System Admin training will be provided by TriTech at TrTech's facility in San Diego, CA. All travel arrangements and expenses will be provided by TriTech for up to 4 of the City System Administrators. Deliverable: Training Plan, Training Materials and Training for VisiCAD,VisiNet Mobile, Deccan, and Locution. 7.0 Client Responsibilities The City will have certain responsibilities with respect to the Project, including but not limited to those outlined below, which shall be more fully defined in the detailed Statement of Work • Assignment of City Project personnel • Timely review of IRDS and ATPS • Site Preparation • VPN connectivity • Participation in the DOLF process and acceptance testing • Assisting TriTech in coordinating with existing Client third party vendors to whose applications the TriTech Software must interface 8.0 Go-Live and Final Acceptance TriTech will provide on-site support during Go-Live and On-site support for a period of two weeks following Go-Live for both Fire and Police Go-Live. Within thirty(30) days after Police Go Live, Client will utilize the CAD System for a thirty(30) day Acceptance test period to verify operational system and Subsystem functionality in a live environment. If during such test period Client determines that the Subsystem does not perform in accordance with the ATP, Client shall immediately notify TriTech setting forth the defects with specificity as requested by TriTech in accordance with Addendum B of the System Purchase Agreement. Upon notification of such a non-conformance,TriTech shall, in accordance with Addendum B, correct (or cause to be corrected via contacting the applicable Subcontractor) the non-conformance by (i) developing and delivering a correction to the Subsystem Software, (ii) providing a temporary technical work-around, if reasonably feasible, or(iii) in the case of problems that do not materially affect operation of the Subsystem pursuant to the criteria set forth in the Acceptance Test Plan, provide a future release of an Update to the Subsystem Software and/or Documentation under the applicable Software Support Agreement. Within five (5) business days after receipt of a correction, Client shall retest the corrected function(s)and report any other non-compliance with the ATP. Final Acceptance of the Subsystem shall occur when the parties jointly acknowledge Acceptance and the Acceptance Test Period for the Subsystem has passed City of Fort Worth -Addendum A Scope of Services -01-29-07.doc Page 5 of 6 without Client notification to TriTech of uncorrected material failure(s) of the Subsystem to perform as provided in the ATP. City of Fort Worth -Addendum A Scope of Services-01-29-07.doc Page 6 of 6 .91. is ADDENDUM A-2 NUMBER OF TRITECH SOFTWARE LICENSES, INSTALLATION AND SHIPPING INSTRUCTIONS TriTech Software Dispatch System Software 1 Primary- Server Software license-Multi-jurisdictional 30,000 44 Dispatcher/Call Taker Software License(Police-34 pos Fire- 10 pos) 440,000 8 Supervisor- User Software License(Police-4 pos Fire-4 Pos) 40,000 2 QA/Training - User Software License 6,000 1 QA/Training-Server Software License 10,000 1 Archive and Reporting Server Software License 18,500 1 Disaster Recovery-Server Software License 10,000 3 Disaster Recovery- User Software Licence 15,000 37 Back-up/EOC- User Software License 111,000 i Hot Stand-by Server License 10,000 1 VisiNET Browser Site License with Reporting 25,000 1 Protocol (Caller Instruction System) Module 7,500 1 AlertLine Module with Instant Messaging (44 users, 8 sup&2 training) 50,500 1 GISLink Utility License 15,000 1 GIS Link for Response Plan Imports 5,000 1 Dispatch Rules Module 2,500 1 Quickest Path Unit Recommendation Module 44,000 44 TDD/TYY User Module(Requires Zetron Hardware) 110,000 1 Geofile Cross Reference Module/Point- Polygon (Req ESRI Software) 2,500 1 System Status Management Module Included 1 Snap Shot Module 2,500 1 Standard Operating Procedure (SOP) Module 7,500 1 Event Playback Module 7,500 1 Deccan - "Commit' Functionality 15,000 Total TriTech Software $ 985 000 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 37 of 66 ,..kk ... Addendum A-2 (continued) Mobile Software 1 VisiNet Mobile Server 500+ 100,000 1 VisiNet Mobile Mapping Server 5,000 720 VisiNet Mobile Base Client License 360,000 720 VisiNet Mobile AVL License with mapping 216,000 1 Test&Training Mobile Server 12,000 5 Test&Training Mobile Clients 2,500 1 Desktop Mobile Site License( For use on LAN PC's) 60,000 720 VisiNet Mobile Private RF IP License 72,000 Total TriTech Software $ 827,500 INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To: Primary CAD Server and CAD System: City of Fort Worth 3000 W. Bolt Street Fort Worth, TX 76102 Backup CAD Server: City of Fort Worth Police and Fire Communication Center 1000 Throckmorton St. Fort Worth, TX 76102 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 38 of 66 All 0. ADDENDUM A-3 INTERFACES Interfaces 1 ANI/ALI Interface License(Positron) 9,000 1 TDDfM Interface 35,900 1 Locution Station Alerting Interface 25,000 1 CAD2CAD Interface with MedStar(TriTech2TriTech) 40,000 1 RMS Interface with Tiburon Law RMS(MNI query) 70,000 2 Paging Interface 18,000 1 Firehouse Fire RMS 25,000 1 PDSI Tele-Staff for Fort Worth FD 30,000 1 Push to Talk Interface with Motorola Gold Elite 70,000 1 TLETS/NCIC Interface 50,000 1 Maximus Courts(Wants/Warrants) 45,000 1 Tiburon ARS Interface wNisiNet Mobile 35,700 4 Interface Manager License 20,000 1 CFW Mainframe Interface for PD (FTP Site) 18,000 Total Interfaces $ 491,600 Fort Worth System Purchase Agreement V3.7—10106 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 39 of 66 All. .0. ADDENDUM A-4 TRITECH SERVICES, SUPPORT AND MAINTENANCE FEES AND MISCELLANEOUS Dispatch System: Mapping Services 1 Standard Mapping Conversion Services 26,700 1 Final Shape File Conversion 17,500 1 GIS Evaluation Service 4,800 1 Response Area Import Services(>200 Response Areas) 8,700 1 Point& Polygon 6,500 1 Evaluation &Conversion for Live Routing Module 9,550 Total Mapping Conversion Services $ 73,750 Project Services 1 VisiCAD Project Mangement 354,605 i Business Analyst Services 35,750 1 Conversion of existing CAD data 55,000 1 VisiCAD DOLF(Demonstration of Licensed Functionality- Fire) 32,000 1 VisiCAD DOLF(Demonstration of Licensed Functionality- Police) 32,000 1 VisiCAD Server Configuration Server and Testing 37,500 1 VisiCAD Workstation Configuration Server and Testing 18,500 1 VisiCAD Server Fault Tolerant Server and Testing 18,500 1 VisiCAD System Orientation 32,000 1 Active Directory Integration &Set-up 8,500 1 Go Live Support- Fire 32,000 1 Go Live Support-Police 42,000 1 System Integration Test 18,500 1 Existing Hardware&Netwrok On-site configuration and testing 8,500 1 Travel &Expenses for Fort Worth Fire DOLF Team (10 members) 37,500 1 Travel &Expenses for Fort Worth Police DOLF Team (10 members) 37,500 1 Travel &Expenses for Fort Worth System Admin Class(4 members) 14,000 1 TriTech Travel (Not to Exceed) 85,000 1 Shipping 15,000 Total TriTech Project Services $ 914,355 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 40 of 66 1. �► Addendum A-4 (continued) Training 15 User Training Course 84,000 3 Train the Trainer 16,800 3 System Administration Training Course 5,600 2 GISLink Utility Training Class 5,600 Total Training Services $ 112,000 Mobile System: Project Services 1 Mobile System Configuration&Testing 55,000 1 GIS Conversion 18,500 1 Mobile Project Management 102,100 2 System Adminstration Training 12,500 4 Train-the-Trainer Training 10,500 Total TriTech Project Services $ 198,600 VisiCAD Annual Maintenance (no charge 1 st year) $324,852 VisiNet Mobile Annual Maintenance (no charge 1 st year) $182,050 VisiCON Attendance & Fees 5 years w/5 Attendees $87,500 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 41 of 66 ADDENDUM A-5 EQUIPMENT Rack Mount Servers-Comm Site Prim Server 1 P3901 R-213 ftServer 5700 Rack,2-way DMR,dual-core 2.8 GHz CPU,2 MB iL2 Cache (Includes WS2003 Enterprise&25 CALs) 1 S0444R-EN Microsoft Windows Server 2003 Enterprise Edition(SQL Per processor X2) 1 S0426 Rapid Disk resync(A0407137(Replistor)) 4 M231 1 GB Memory 6 D643 74 GB 15K RPM SATA Disk Drives 1 V128 15inch Rack Mount LCD with Keyboard 1 AAP41104 ftServer Power Distribution Kit 1 AK5554 ftServer Read/Write DVD pair,(one per CPU/10) 1 E138 ftServer 38U Cabinet with Packaging 2 MA625 Filler Panel 1 AK516 Advanced ASN Attach Kit 1 C620 ASN Modem, Backplane mounted 1 CSIN0066 ftServer5700 Standard System Installation(in rack) 1 EDU5004W ftServer5700 Jumpstart Plus System Installation&Training yr 1 APS3000 Year-1 Assured Availability Plus ftService Totat ratus $ f 1 ftServer 2400 1-way DMR, Dual-core 3.2GHz, 1 MB iL2 Cache 4U 1 ftServer System Software 3.x&MS Standard W2K3 NEED ENTERPRISE 4 ftServer 2400(2X1 GB)Memory 4 ftServer 74GB 3.5 10K RPM SATA Disk Drive 1 Slimline CD-ROM Pair 1 120VAC 15Amp NEMA 5-15 10'cord 1 Advanced ASN Attach Kit 1 ASN Modem, Backplane Mounted 1 Install server in rack 1 Install Customer License of Windows 2003 1 ftServei2400 Standard System Installation Year-1 Assured Availability Plus ftService V1siCAD Services Server $23,826 VWNet IM,;Messagl ,Server,Vis! Web Services Server,Recall, Configuration,&1essaging,(WEB),Licensing,Document,Driving Directions PowerEdge 1950:Dual Core Intel®Xeon®5160,4MB Cache,3.00GHz, 2 1333MHz FSB 4 GB 533MHz(4xiGB), Dual Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded BroadcomO NetXtreme 115708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Multi-iriter#aee Server Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 42 of 66 Addendum A-5 (continued) ANYAI,.I,St fon Aferfing,Station Prir g,CFW'Mainframe IntefaC,e for PD(FTP),FireHouse..RMS,PDS4 Tele-Staff,Push to Talk,CAMdAD Tiburon. RMS.Paging,Tl. f fC#ClftAa lrnus marts PowerEdge 1950:Dual Core Intel@ Xeon®5110,4MB Cache, 1.60GHz, 1 1066MHz FSB 2 GB 533MHz(4x512MB),Single Ranked DIMMs 1 x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded BroadcomO NetXtreme 11 5708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite V'tsiNet Web Server Browser(VNB)with Re (D $4,50 PowerEdge 1950:Dual Core Intel®Xeon@ 5110,4MB Cache, 1.60GHz, 2 1066MHz FSB 2GB 533MHz(4x512MB),Single Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded BroadcomO NetXtreme 11 5708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Mobile Server PID and l=ire $9,01 PowerEdge 1950:Dual Core Intel@ Xeon®5110,4MB Cache, 1.60GHz, 3 1066MHz FSB 2GB 533MHz(0512MB),Single Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded Broadcom0 NetXtreme 11 5708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Mobile Interface PD#1,PD#2 and Fire Fort Worth System Purchase Agreement V3.7—10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 43 of 66 Addendum A-5 (continued) PowerEdge 2950:(2P)Dual Core Intel®Xeon®5150,4MB Cache, 1 2.66GHz,1 333MHz FSB 4GB(533Mhz 4x1 GB) Dual Ranked DIMMS 1x6 Backplane for 3.5-inch Hard Drives, Integrated SAS/SATA RAID 1/RAID (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive (3)73GB,SAS,3.5-inch, 15K RPM Hard Drive Riser with 3 PCIe Slots, Redundant Power Supply with Y-Cord, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite PowerEdge 2950:Dual Core Intel®Xeon@ 5160,4MB Cache, 1 3.00GHz,1333MHz FSB 2GB 533MHz(4x512MB),Single Ranked DIMMs 1x6 Backplane for 3.5-inch Hard Drives, Integrated SAS/SATA RAID 1/RAID 5 (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive (3)73GB,SAS,3.5-inch, 15K RPM Hard Drive Riser with 2 PCI-X Slots(3 Volts)and 1 PCIe Slot Rack Chassis w/Sliding Rapid/Versa Rails and Cable,Redundant Power Supply with Y-Cord for PowerEdge 2950, Dual Embedded Broadcom@ NetXtreme II 5708 Gigabit PowerVault LT02,200/400GB, EXT PowerVault LTO2,200/400GB,Tape media cartridge,200/400GB,5PK 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite DataWarehe Server $8,503 PowerEdge 1950: Dual Core Intel®XeonO 5140,4MB Cache,2.33GHz, 1 1333MHz FSB 1 2GB 533MHz(4512MB),Single Ranked DIMMs 1 Integrated SAS/SATA RAID 1, PERC 5/i Integrated 72GB Pluggable Ultra320 SCSI 15K, Rack Chassis w/Sliding Rapid/Versa Rails 2 and Cable Management Arm,Universal 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite F Fort Worth System Purchase Agreement V3.7- 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 44 of 66 Addendum A-5 (continued) DISASTER SITE PowerEdge 2950: (2P) Dual Core Intel®Xeon®5150,4MB Cache, 1 2.66GHz,1333MHz FSB 4 GB(533Mhz 4x1GB) Dual Ranked DIMMS 1x6 Backplane for 3.5-inch Hard Drives, Integrated SAS/SATA RAID 1/RAID (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive (3)73GB,SAS,3.5-inch, 15K RPM Hard Drive Riser with 3 PCIe Slots, Redundant Power Supply with Y-Cord, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Dade, f PowerEdge 1950:Dual Core Intel@ Xeon@ 5160,4MB Cache,3.00GHz, 1 1333MHz FSB 2 GB 533MHz(4x1GB), Dual Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded BroadcomO NetXtreme 115708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite VisiCAD Services Server: Se r $5 527 Vlsll �g IPC,Messaging Server, ist{�[ y�Web Sergi Server,Recallfy Con ratior> filess4ng(WEB),i to ensitr ,Doctmtent,Ddykig.DirecOons PowerEdge 1950:Dual Core Intel@ Xeon@ 5160,4MB Cache,3.00GHz, 1 1333MHz FSB 4 GB 533MHz(4x1GB), Dual Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded Broadcom@ NetXtreme 115708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Multi�i ter#ace:,xesv W7 Fort Worth System Purchase Agreement V3.7-10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 45 of 66 Addendum A-5 (continued) ANYALI,Station Alerting Station Pdnft CFW MaWrams',intefacof€r, PD(F F �) FSfTali,GA02CAD,Tiburon RMS,P ^ TL TSMIC/Meodmus marts PowerEdge 1950:Dual Core Intel@ Xeon@ 5110,4MB Cache, 1.60GHz, 1 1066MHz FSB 2 GB 533MHz(4x512MB), Single Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded Broadcom@ NetXtreme 11 5708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite VisiNet Web Server Browser(VNB)with Repotting(DMZ) $4,507 PowerEdge 1950:Dual Core Intel@ Xeon@ 5110,4MB Cache, 1.60GHz, 2 1066MHz FSB 2GB 533MHz(4x512MB),Single Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded Broadcom@ NetXtreme 11 5708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Mobile Server PD and.Fire $9,014 PowerEdge 1950:Dual Core Intel@ Xeon@ 5110,4MB Cache, 1.60GHz, 3 1066MHz FSB 2GB 533MHz(4x512MB),Single Ranked DIMMs 1x2 Backplane for 3.5-inch Hard Drives Integrated SAS/SATA RAID 1, PERC 5/i Integrated (2)36GB,SAS,3.5-inch, 15K RPM Hard Drive Redundant Power Supply with Y-Cord, Rack Bezel, Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Dual Embedded Broadcom@ NetXtreme 11 5708 Gigabit 3Yr GOLD ENTERPRISE SUPPORT:7x24 HW/SW,Escalation Mgmt,4hr 7x24 Onsite Mobile Interface PD#1,PD#2 and Fire $13,522 Fort Worth System Purchase Agreement V3.7—10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 46 of 66 Addendum A-5 (continued) Note: No Margin added 2 N/A Cabling&Miscellaneous 2 DSR2035-001 Avocent DSR2035 KVM over IP Switch 32 port 21 DSRIQ-USB Dongle cable—DSRIQ-USB/PS2 1 DSV3-SWA DSView3 Software—DSV3-SWA Power Connect 6248 48port GbE, Managed Switch, 10GbE,with External 2 Pwr Con6248 Redundant Power Supply, HW support 3 years BASIC Power Connect 6248 48port GbE, Managed Switch, 10GbE, HW support 3 2 Pwr Con6248 years BASIC Misc Shipping 1 E138 ftServer 38U Cabinet with 15" rackmount LCD&keyboard Total Equipment $229,830 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 47 of 66 l ADDENDUM A-6 SYSTEM SOFTWARE 800 VisiNet Mobile ESRI client Total VisiNet Mobile Third Party Software $ 36,000 1 P72-01921 Windows 2003 Server Enterprise OLP Government w/media $1,988 9 P73-01921 Windows Server 2003 Standard Gov 6.0 2 P70-00088 Windows Server 2003 Web Edition Gov 1 P73-01780 Windows Server 2003 English CD Disk Kit 1 P70-00204 Windows Server 2003 Web Edition CD Disk Kit 64 R18-00190 Windows Server 2003 Standard Gov CAL- Device 1 228-04500 SQL Server 2005 Win32 Standard Gov 6.0 4 228-03227 SQL Server 2000 Standard Gov- 1 Processor 1 228-05236 SQL Server 2005 Win32 Standard English CD Disk Kit 5 359-01956 SQL Server 2005 Win32 CAL/Device Gov 2 N/A SQL Server 2003 Express S180498- 1 OLB000 Symantec Backup Exec for Windows 10.1 S180648- 3 OLB000 Symantec Backup Exec Remote for Windows 10.1 1 N180448 Symantec Backup Exec 10.0 for Windows Media 1 N/A ArcGIS Runtime Engine LIC- 2 007601 Legato Replistor 5.3 Windows Workgroup 2 Support Legato Replistor Windows/Workgroup 1 year support LIC- 1 007602 Legato Replistor for Windows Advanced/Enterprise Server Legato Replistor for Windows Advanced/Enterprise Server 1 year 1 Support support MKT- 1 006088 Legato Replistor Availability Family Media CD Total 3rd Party $39,772 Note: No margin added Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 48 of 66 AlMk AM, ADDENDUM A-7 SUBCONTRACTOR SOFTWARE, HARDWARE AND SERVICES Deccan Deccan ADAM &CAD Analyst Module $110,575 Deccan LiveMUM Module $104,077 Deccan Total $214,652 Locution Central and Main System Software and Hardware Standardized Software 1 LCADVADB Locution CADVoice Audio Database (BASIC) 5,850 1 LCADVSE Locution CADVoice Server 11,700 1 LCADVSU Locution CADVoice Supervisor 14,625 LCADVSUCL Locution CADVoice Supervisor Client (10 licenses) - 1 LCADVR Locution CADVoice Radio 23,400 1 LMOTI Motorola API 25,155 Custom/Interfaces 1 LACADADA Locution CADVoice-Audio Data Base (Advanced) 105,300 1 CI-IPSO4 Interface to CAD 11,700 Hardware 1 SRV-DEL Dell High-uptime Server 5,400 1 MOTHWPAK Centracom Radio Hardware Interfacing HW 1,080 Station Software and Hardware Standardized Software 51 AVA-SWLICL Locution CADVoice Fire (client) provides full functionality station 125,307 audio dispatching Hardware 51 Station PC 77,112 51 Station PC Control Unit 44,367 51 Intelligent Audio Switch 29,495 51 Relay PLC 34,453 51 Wall mount system rack 19,477 ACK Switch - Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 49 of 66 1410k .•. Addendum A-7 (continued) Vehicle Software and Hardware Standardized Software VAA-SWMOB Locution CADVoice Mobile(client) - Hardware AVA-MOBCO Mobile Audio Override Switch - 46 LLRB LED Reader Board (Station Reader Board) 60,260 Station Installation & Configuration 15,000 Services Project Management- Full 25,000 Installation - Standard (S/W + H/W) 65,000 Travel 12,500 Support 29,614 Locution Total 741,794 Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 50 of 66 Alwak .m. ADDENDUM A-8 PAYMENT TERMS VisiCAD and VisiNet Mobile 100% Equipment and System Software(including ESRI) due upon delivery to Fort $305,602 Worth -note that there will be separate deliveries for hardware and system 15% Due at Contract Signing (less Interfaces) $579,510 34% Interfaces Due at Contract Signing $167,144 15% Due upon Delivery of Statement of Work and Project Plan $579,510 5% Hardware &Software Installation &Configuration $193,170 2.5% Completion of VisiCAD Fire Training $96,585 2.5% Completion of VisiCAD Police Training $96,585 2.5% Completion of VisiNet Mobile FireTraining $96,585 2.5% Completion of VisiNet Mobile Police Training $96,585 Fort Worth Fire 10% Due at Completion of DOLF(less the following Interfaces) $386,340 33% Due at Installation for the following Interfaces: ANI/ALI - Fire &Police $2,970 TDD/TYY - Fire& Police $11,847 Paging Interface - Fire & Police $5,940 Push2Talk Interface w/Motorola Gold Elite - Fire& Police $23,100 Interface Manager License-Fire & Police $6,600 Locution Station Alerting - Fire $8,250 CAD2CAD w/MedStar - Fire $13,200 Firehouse RMS Interface-Fire $8,250 PDSI Telestaff - Fire $9,900 5% Due at VisiCAD Go Live for Fire $193,170 5% Due at VisiNet Mobile Go Live $193,170 5% Due at Acceptance for VisiCAD- Fire (less the following Interfaces) $193,170 33%due at Acceptance for the following Interfaces: ANI/ALI - Fire & Police $2,970 TDD/TYY - Fire&Police $11,847 Paging Interface - Fire & Police $5,940 Push2Talk Interface w/Motorola Gold Elite - Fire& Police $23,100 Interface Manager License-Fire & Police $6,600 Locution Station Alerting - Fire $8,250 CAD2CAD w/MedStar - Fire $13,200 Firehouse RMS Interface-Fire $8,250 PDSI Telestaff -Fire $9,900 Fort Worth System Purchase Agreement V3.7- 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 51 of 66 AmAk .a► ADDENDUM A-8 (continued) Fort Worth Police 10% Due at Completion of DOLF(less following Interfaces) $386,340 33% Due at Installation for the following Interfaces: RMS interface with Tiburon RMS—Police $23,100 TLETS/NCIC - Police $16,500 Maximus Courts Interface—Police $14,850 Tiburon ARS Interface w/VisiNet Mobile—Police $11,781 CFW Mainframe Interface for PD - Police $5,940 5% Due at VisiCAD Go Live for Police $193,170 5% Due at VisiNet Mobile Go Live $193,170 5% Due at Acceptance of VisiCAD - Police (less the following Interfaces) $193,170 33%due at Acceptance for the following Interfaces: RMS interface with Tiburon RMS—Police $23,100 TLETS/NCIC - Police $16,500 Maximus Courts Interface—Police $14,850 Tiburon ARS Interface w/VisiNet Mobile—Police $11,781 CFW Mainframe Interface for PD - Police $5,940 5% Final payment due 30 days after Go Live for VisiCAD - Police $193,171 Total VisiCAD and VisiNet Mobile(includes Locution) $4,355,001 Travel(to be invoiced as expenses are incurred) $85,000 Deccan 40% LiveMUM -due upon delivery of Static Scenario Evaluator $41,631 40% Due upon client approved delivery, installation and connection to test CAD $41,631 20% Due upon client Acceptance $20,815 30% CAD Analyst and ADAM due upon order $33,173 30% Due upon installation of CAD Analyst $33,172 40% Due upon installation of ADAM $44,230 Total Deccan $214,652 Total System Cost $4,960,255 Note: When due, annual TriTech Software Support fees and VisiCon attendance and fees will be invoiced under the Software Support Agreement. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 52 of 66 Atak .•. ADDENDUM A-9 CONTRACT PRICE SUMMARY' System Summary Dispatch System Software $985,000 Mobile Software $827,500 Interfaces $491,600 Mapping $73,750 CAD Project Services $914,355 Training $112,000 Mobile Project Services $198,600 VisiCAD Support $324,852 VisiNet Mobile Support $182,050 VisiCon $87,500 Equipment $229,830 ESRI Client Licenses $36,000 System Software $39,772 Deccan $214,652 Locution $741,794 Software Escrow Fee $1,000 Discount -$500,000 Shipping costs,travel costs and any applicable sales,use value added or similar taxes shall be paid by Client. Unless such costs or taxes are listed as a line item herein,they shall be invoiced separately,payable on receipt of the invoice therefor. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 53 of 66 I► A► ADDENDUM A-10 SITE PREPARATION AND SUPPORT CONNECTIVITY GUIDE Attached Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 54 of 66 I� AOM► ITECH SOFTWARE SYSTEMS Smite Preparation and Support Connecthft Guide For Vnr.m D and viMe#Safwvam %-73R s Client Services Department December 27, 2006 This document supersedes all previous versions of the Site Preparation Guide or Site Prep Guide issued by TriTech. Note: TriTech documents typically refer to"customers"as"clients"—however,the word client is used frequently in this technical document to refer to system or network components. Therefore, this document will use the term customer to describe organizations that have contracted with TriTech for goods and/or services. This document, and the information contained herein, is proprietary and confidential to TriTech Software Systems. Disclosure of this document or the information contained herein to any third party,corporation,agency or other entity,or use of this document or the information contained herein except in connection with the TriTech project described herein,is strictly prohibited. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 1 of]722' TriTech Software Systems-Confidential&Proprietary j tl ^p.r VJ �V U 'L:���� :`-`•U'C' Aftk A . Document Control TriTech Software Systems Document Control Document Name Site Preparation Guide Reference No File Name Site Preparation and Support Connectivity Guide V3.2.1 - Final - December 27 2006 Change Version Date File Name Details Author Control No 1.0 9/16/98 SAA MDN 1.1 9/16/98 SAA MDN 1.2 9/28/98 SAA MDN 1.3 10/23/98 SAA Recommendation re:dual circuits LSL 1.4 6/14/99 SAA Fixed content,footer and format errors. DSM 1.5 07/05/00 SPG Fixed content per Laura Lee and format TH 1.6 02/13/01 SPG Added new PPTP Server installation LJ instructions. 1.7 03/15/01 SPG JRH 1.8 04/27/01 SPG Include edits from M.Litch JRH 1.9 06/11/01 SPG Format correction RL 1.10 3/30/03 SPG Updated Connectivity Section JG 1.11 1/19/05 SPG Updated cabling, VPN, took ISDN out, JS modified power/dimension requirement for devices 1.12 2/25/05 SPG Major document revision. Individual JS system specs taken out,VPN info updated. Including single tunnel issues 2.0 5.23.2005 Site Prep Finalize update on connectivity as MDN Guide V2 identified on V 1.12. 2.1 7.12.2005 Site Prep Edits for internal review. Set deadline for MDN Guide V2 support of ISDN. 3.0 8.5.2005 Same as Rename document.Released to staff. MDN above 3.1 8.12.2005 Same as Minor formatting changes. Released to MDN above staff and customers. 3.2 12.14.2006 Same as Additional information on security and MDN above network accounts—internal draft 3.2.1 12.27.2006 Same as Final edits MDN above Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 2 of 17 TriTech Software Systems-Confidential&Proprietary Table of Contents SECTION ONE-NETWORKING AND SECURITY ACCESS FOR VISICAD/VISINET SYSTEMS.....................4 A. VisiCAD COMMAND AND ACTIVE DmECToRY...................................................................................................................4 B. SERVER/WORKSTATIONPERMISSIONS..................................................................................................................................4 1. Support andlnstallationAccount.....................................................................................................................................5 2. VrsiCAD Command Database Server..............................................................................................................................5 3. VisiCAD and VisiNet Interface and Business Servers.....................................................................................................5 4. VisiCAD Workstations......................................................................................................................................................5 5. VisiNet Mobile Workstations............................................................................................................................................6 C. VisICAD OPERATION VIA WIDE AREA NETWORK..............................................................................................................6 SECTION TWO—SUPPORT COMMUNICATIONS AND CONNECTIVITY.............................................................7 A. T RITEcH APPROVED METHODS OF CONNECTwny.............................................................................................................7 1. Approved VPN Connectivity Methods and Clients..........................................................................................................7 2. Alternate Forms of VPN Connectivity..............................................................................................................................9 3. User Access and Passwords..............................................................................................................................................9 4. Discontinued Support for ISDN Connectivity..................................................................................................................9 5. Back-Up Connectivity through RAS...............................................................................................................................10 B. REMOTE ACCESS AND TCP PORTs......................................................................................................................................10 C. FII.ETRANSFm...................................................................................................................................................................11 SECTION THREE—CUSTOMER RESPONSIBILITIES FOR INSTALLATION AND TRAINING....................12 A.SUPPORT CONNECTway INSTALLATION............................................................................................................................12 B. NETWOPKCA13M...............................................................................................................................................................12 C. STAGING AREA.....................................................................................................................................................................12 D. TRAINING SCFIEDULE...........................................................................................................................................................12 E. TRAINING LOCATION............................................................................................................................................................12 F. WINDOWS/MOUSE EXPERIENCE..........................................................................................................................................13 G. TRAN NG GROUND RULES..................................................................................................................................................13 SECTION FOUR-CABLE REQUIREMENTS—EIA/TIA 586B WIRING STANDARD..........................................14 SECTION FIVE-PHYSICAL AND ENVIRONMENTAL REQUIREMENTS FOR COMPUTER ROOM.........15 A. COMPUTER Room................................................................................................................................................................15 B. ENVIRONMENTAL SPECIFICATIONS.....................................................................................................................................15 C. ELECTRICAL AND PHYSICAL SPECIFICATIONS FOR EQUIPMENT........................................................................................16 APPENDIX A—ADDITIONAL VPN INFORMATION.....................................................................................................17 Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 3 of 17 TriTech Software Systems-Confidential&Proprietary Section One-Networking and Security Access for VisiCADMsiNet Systems A VisiCAD Command and Active Directory It is TriTech's recommendation(but not a requirement)to deploy VisiCAD systems on an isolated network and not to attach the CAD domain to the Customer's existing Active Directory infrastructure. Recommended Example: Two Active Directory Servers(PC's) New"Isolated'Domain a o I „- CITY WAN (Existing Active Directory) �irewatl o e o VisiCAD Workstations VisiCAD Servers The reasons for TriTech's recommendation are as based upon the following: • Newly deployed Group Policies from the WAN side Active Directory can interfere with VisiCAD/VisiNet application(s).On a few occasions,TriTech has identified significant problems with TriTech applications,including VisiCAD,due to a Group Policy that was applied.Group Policy related issues may sometimes be difficult to identify and troubleshoot. • If the CAD systems are part of an existing Active Directory, all the CAD users/groups and computers should be moved to a separate Organizational Unit(OU). `Block Policy inheritance' should then be enabled on that OU. • TriTech recommends separating CAD network from the rest of the WAN and using firewall(s)between the CAD network and the WAN. • TriTech cannot always guarantee that the latest operating system service packs and security patches will be compatible with TriTech applications.Therefore,systems running VisiCAD may become vulnerable and if they are part of an existing Active Directory infrastructure/network,exposed to possibility of being affected by a virus or an Internet worm. TriTech recommends that two domain controllers are deployed on CAD network for redundancy. Both should be running on servers with raid 1 or raid 5 disk configurations. DNS should be installed on both computers; if DHCP is utilized,each DC should have own scope.Both DC's should be Global Catalogs, per Microsoft's"best practices"recommendation. B. ServedWorksta ion Permissions The VisiCAD and VisiNet Systems have been developed to operate within a defined framework of network security access. The following are the minimum standards: Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 4 of 17 TriTech Software Systems-Confidential&Proprietary r. 1. Support and Installation Account TriTech requires a domain account that is also a local administrator in order to install,upgrade and support the overall system. This account is typically named "TriTech". This account can be the same account used below for the Server Based Console Applications or it can be a separate account. 2. VisiCAD Command Database Server TriTech requires a domain account that is also a local administrator(same as the support account)in order to install,upgrade and support the VisiCAD Command Database Server. The domain account can be the same account used below for the Server Based Console Applications or it can be a separate account. TriTech requires access to the SQL Server(TCP port 1433). The System Administrator(SA)account for Microsoft SQL Server is required by TriTech for installation,support and upgrades. 3. VisiCAD and VisiNet Interface and Business Servers There are two types of network accounts needed for these types of servers: • Services-TriTech requires a domain account that is also a local administrator for components within VisiCAD and VisiNet systems that operate as ser.ices. Examples include the VisiCAD Messaging Service. This is account typically named "serviceacct". • Server Based Console Applications -TriTech requires a domain account that is also a local administrator(the same as the support account,but separate from the service account)in order to operate server based console applications, such as IPC Server,interfaces,and Mobile Server. This account is typically named "TriTech". As noted previously,the account used for installations,upgrades and support can be the same account used for the Server Based Console Applications or it can be a separate account. 4. VisiCAD Workstations TriTech requires a domain account that is also a local administrator in order to install,upgrade and support workstations(same as the support account). As noted previously, the account used for installations, upgrades and support can be the same account used for the Server Based Console Applications or it can be a separate account. The Customer's VisiCAD users need a defined level of security access at the workstation level in order for VisiCAD to successfully operate. This is generally setup via Power User security access. The following levels of access are required for a VisiCAD user: • User must have'Modify'permissions to the local hard drive(Read&Execute,List Folder Contents,Read, Write) • User must be able to write to the registry • User must be able to register COM components • User must be able to create desktop icon(s) • User must be able to communicate on TCP ports • User must be able to ability to set the system time • User must be able to map and access the Q: drive • User must be able to make ODBC and OLE/DB connections to the SQL Server(s) Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 5 of 17 TriTech Software Systems-Confidential&Proprietary AM .Ikk Note: User Interface functions that support the above noted options can be disabled,but the Power User account must have the ability to implement these functions through VisiCAD. 5. VisiNet Mobile Workstations The Customer's VisiNet Mobile users do not need a special level of user access at the workstation level in order VisiNet Mobile to successfully operate. C. VisiCAD Operation via Wide Area Network WAN bandwidth requirements for VisiCAD workstations to run remotely will vary based upon the overall size of the system and the utilization level for interfaces and features such as VisiCAD Messaging. VPN is not recommended for connecting a workstation via a WAN. This is due to orphaned connections of Microsoft components that can cause the failure of system components,such as the Messaging Service. Please consult with TriTech before activating one or more remote workstations. TriTech recommends the use of Citrix for running VisiCAD workstations across a WAN connection that is less than 100Mbits to the desktop or where the connection must be established via VPN. A single VisiCAD Citrix session uses a 64k connection.Dedicated T 1 (1.544Mbits) should be able to handle about 20 concurrent VisiCAD Citrix connections. Contact your Client Account Manager for licensing and setup information. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 6 of 17 TriTech Software Systems-Confidential&Proprietary AAW loft. Section Two—Support Communications and Connectivity Remote connectivity to the customer system is essential for the research, diagnosis and resolution of issues in a timely and efficient manner. This connectivity is also utilized during the upgrade process for new TriTech software versions and service packs. A primary and secondary method of connectivity is recommended to ensure the ability of TriTech to be able to connect to the customer system to provide critical support services. Connectivity options approved by TriTech are described in this section. A Tn7ech Approved Methods of Connectivity TriTech has approved VPN connectivity as the sole primary form of support connectivity for VisiCAD Command and VisiNet Systems deployed by TriTech. Each customer under a Software Maintenance and Support Agreement shall establish a dependable VPN form of access for TriTech use, by November 15, 2005. VPN, short for virtual private network, is a network that is constructed by using public telecommunications infrastructure to connect network nodes. For example, there are a number of systems that enable the creation of networks using the Internet as the medium for transporting data. These systems use encryption and other security mechanisms to ensure that only authorized users can access the network and that the data cannot be intercepted. Appendix A includes configuration information for setting up VPN access for remote support services. 1. Approved VPN Connectivity Methods and Clients TriTech has tested and approved two VPN clients for VPN connectivity. TriTech is in the process of testing a third form of connectivity at a limited number of sites, as noted below. TriTech must be able to connect to the customer site using either: a) Microsoft PPTP(typically requires Microsoft VPN Server) b) Cisco VPN IPSec client (requires Cisco VPN enabled device, such as PIX firewall, router or dedicated VPN concentrator) - The Cisco VPN enabled device allows the customer to restrict access to the remote user to a specific series of computers or sub-net of the customer's network. TriTech recommends the use of these devices and prefers that TriTech's access be limited to the specific areas of the network where TriTech software components are in use. c) Cisco appliance-to-appliance VPN tunnels — TriTech is currently testing Cisco appliance-to- appliance VPN tunnels at a limited number of customer sites. This will be done using TriTech's Cisco PIX 515E firewall. This is not yet approved as a generally supported method of connectivity,but may receive such approval in early 2007. d) No other VPN Clients are approved for primary support of VisiCAD and VisiNet systems. TriTech recommends split-tunnel VPN connectivity to provide standard support for VisiCAD Command and VisiNet systems. While single-tunnel VPN Connectivity is configurable with the Cisco VPN solution, TriTech expresses caution to customers regarding its use due to significant delays in providing support for critical and high priority issues. The differences between single and split tunnel connectivity are summarized below. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 7 of 17 TriTech Software Systems-Confidential&Proprietary Amk .+. Regardless of tunnel choice, Customer VPN access must allow for multiple simultaneous connections from TriTech. Single Tunnel VPN Connectivity Single tunnel VPN connectivity can be summarized as restricting the connected computers to accessing only a single local area network at a time. In the framework of a customer service example, when a TriTech Engineer connects to a customer network under a single tunnel VPN configuration, the TriTech Engineer's computer will be prevented from connecting to the local TriTech network. This is accomplished through the Cisco client on the TriTech computer and the Cisco VPN configuration. The single tunnel method of VPN connectivity provides the customer with a high level of security from unauthorized access to their network through VPN. However, this level of security significantly limits or delays the ability of the TriTech Engineer to rapidly support the customer system. TriTech has been providing support to a limited number of customers under single tunnel VPN connectivity over the past two years. TriTech has found that this form of connectivity significantly increases the amount of TriTech staff time to perform the same support tasks as can be accomplished through split tunnel VPN connectivity. Delays include: 1} Lack of access to files (software updates, patches, documeatation) on the local TriTech network; again required for rapid critical issue resolution; 2) Lack of access through the Internet to Microsoft and hardware manufacturer knowledge bases, which is often required to rapidly resolve critical issues; 3} Lack of access to the TriTech issues tracking system (ServiceWise) for access issues lists and local knowledge bases - this prevents access to customer information, information on similar issues, and internal knowledgebase documentation needed to effectively continue with issue resolution; and 4} Lack of access to e-mail to review or send messages to other TriTech support staff that may be assisting in problem resolution. In general, the TriTech support and engineering staff are unable to use their computers for any other function while connected to the customer system. In addition, the computer must generally be restarted each time it needs to be reconnected to the TriTech network. The general result is significant delay in the ability of TriTech to support the customer's system during potential critical issue evaluation, diagnosis and repair. For moderate and low priority issues, the impact will be a delay in issue management. This section will act as formal notice to customers that elect to use single tunnel VPN connectivity of the associated delays in the provision of support services. Some customers have considered or implemented single tunnel VPN connectivity in order to prevent access by a third party who takes control of computers on TriTech network and uses this to access a customer system. If this is the primary concern, TriTech recommends maintaining split tunnel VPN connectivity, but disabling the TriTech VPN account on the customer's network (this is the VPN access account-not the TriTech Windows local administrator account or the accounts within VisiCAD or VisiNet systems). In such a configuration, TriTech will contact the customer before accessing the Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 8 of 17 TriTech Software Systems-Confidential&Proprietary Aawk .•b, customer system' and will request password access to VPN into the system. This password security configuration is described below under User Accounts and Passwords. 2. Alternate Forms of VPN Connectivity Customers that utilize non-approved forms of VPN or other connectivity are taking responsibility for any delays associated with TriTech's inability to provide remote support services. 3. User Access and Passwords TriTech needs both VPN access and a user account on the customer's network (this is separate from the TriTech account within VisiCAD or VisiNet systems). TriTech requires a single local administrator account that can be used by our team for supporting the customer system (refer to Section One — Subsection B). In such a configuration, TriTech will contact the customer before connecting to the customer's system. TriTech will support security polices where the TriTech Windows local administrator account is disabled by default on the customer's network. In such a configuration,TriTech will contact the customer before accessing the customer system'and will request password for VPN access. Note: in this setting,the customer will need to have staff available on a 240 basis to issue passwords when TriTech contacts the customer to perform remote support tasks. Note: The customer should not disable 1) the local administrator domain services account for components within VisiCAD and VisiNet systems that operate as services (refer to Section One — Subsection B);2)the local administrator Windows account needed to support the system and to operate server based console applications (refer to Section One— Subsection B); and 3) the TriTech account within VisiCAD or VisiNet systems. Some customers require that TriTech have individual VPN accounts for each staff person who may connect to the customer system. TriTech utilizes a cross functional team of staff across multiple departments to support customer systems. Therefore, at any given time, any one of 40-50 staff members may be assigned to work on a customer system. Individual logins and passwords for each of our customer systems are impractical while maintaining the passwords security. Therefore, passwords will almost always be expired in this situation. If a customer requires TriTech to have individual VPN accounts, the customer will need to have staff available on a 24x7 basis to issue passwords when TriTech contacts the customer to perform remote support tasks. Similarly, due to the large number of customer sites and the large number of TriTech staff involved in the provision of remote support services and after hours support, TriTech will not accept password generating devices for security access. Clients that use password generating devices will hold these with the IT staff or the dispatch supervisor who can then provide access to TriTech staff when necessary. 4. Discontinued Support for ISDN Connectivity TriTech no longer deploys ISDN connectivity to new customers. Due to excessive on-going costs for customers and TriTech, TriTech discontinued support through ISDN effective November 15, 2005. Customers that still utilize ISDN for remote support services should immediately arrange for VPN connectivity. 1 Note: TriTech's policy is to notify the customer before TriTech staff connects to a customer system. 2 Note: TriTech's policy is to notify the customer before TriTech staff connects to a customer system Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 9 of 17 TriTech Software Systems-Confidential&Proprietary A*N► .. Appendix A includes configuration information for setting up VPN access for remote support services. Please contact the TriTech Information Systems Group for information on setting up VPN access. 5. Back-Up Connectivity through RAS Dial-up telephone remote access server (RAS) connectivity should only be used as a back-up method of support connectivity. Prior to installation of the VisiCAD system, a dedicated dial-up telephone line must be installed in each area where servers are located. The support telephone line must be dedicated to the VisiCAD support modem(s) (as a back up to your primary method of connectivity). If applicable, in addition to the support line, one or more telephone lines will be needed for the paging interface machine. The modem line(s)may not be used as a shared dial-up telephone line with a FAX machine, alarm system or other shared arrangement. The line must be bi-directional (have the ability to receive calls and dial out). The telephone lines should be ordered from the customer's local telephone provider (not their long distance company) or the customer's in-house communications group. TriTech makes these recommendations based on the experience of many installations in several parts of the country. To avoid problems with the VisiCAD installation, please follow the specifications as they are listed. The specifications for the telephone line are as follows: The line should be a data grade dial-up voice line able to support a 56Kbps modem communication. This is a standard dial-up voice line with data grade capabilities, not a dedicated four-wire data line. Many local telephone companies offer data grade voice lines for a nominal charge. As the quality of the dial-up voice lines varies around the country, we strongly recommend purchasing the data grade capabilities if they are offered in the customer's area. The telephone company should be informed that the connection is for a dial-up computer line,similar to a house telephone or FAX machine. The telephone line should terminate with a RJ-11 wall jack wired as a standard wall telephone. The RJ- 11 wall jack should be located closest to the computer server connected to the support modem. TriTech recommends no more than five feet. TriTech has found that some in-house telephone systems and/or PBXs do not reliably operate at the modem speeds needed to support VisiCAD. Because of this potential problem, the dial-up telephone line should not be routed through an in-house telephone system or PBX. If this telephone line is routed through an in-house switch or PBX it may interfere with file transfers. As all support telephone calls are provided on a dial-back basis (TriTech dials into the system and prior to hanging up, instructs VisiCAD to call TriTech), interference from an in-house telephone switch or PBX might increase file transfer time, which would increase the customer's long distance charges. B. Remote Access and TCP Ports In order to support TriTech applications,TriTech engineers need access to the remote computers' desktop (console). TriTech utilizes the following methods of access: • Microsoft Remote Desktop Connection(RDP)—TCP port 3389 • VNC—TCP ports 5800, 5900 TriTech staff needs direct access to CAD SQL servers(TCP port 1433)with the SQL System Administrator(SA)account. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 10 of 17 TriTech Software Systems-Confidential&Proprietary C. File Transfers TriTech staff needs to have the ability to transfer files to computers running TriTech applications.With most customers,TriTech staff is allowed to map drives directly over the VPN connections after being successfully authenticated in the CAD domain.Following ports need to be open to allow file sharing in Microsoft environment: TCP ports 139 and 445,UDP ports 137 and 138. An alternate,but not recommended method of transferring files is via Microsoft Remote Desktop Connection(RDP). However,this method is not meant for large file transfers and could significantly delay support efforts.(double the time to transfer files)in case of a critical issue with the CAD system, including CAD down. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 11 of 17 TriTech Software Systems-Confidential&Proprietary AINk AV*. Section Three—Customer Responsibilities for Installation and Training A Support Connectivity Installation Prior to the arrival of equipment for installation on site, all support connectivity specified in the Support Communications and Connectivity section of this document should be installed and in working order. B. Network Cables Prior to the arrival of equipment, all necessary network cables should be in place. Each workstation and server on the new network will require a network cable. Each cable should be able to reach from the network switch to the location for the workstation or server. The VisiCAD network requires the use of Category 5e network cable with male RJ-45 connectors on each end. TriTech can provide network cabling services; however the cable is not covered under the TriTech Software Maintenance and Support Agreement. Please contact your sales person for further details. The customer will purchase any necessary adapters or wall plates to facilitate installation of the network cable. It will be the customer's responsibility to place the cable in walls, floors,ceilings, and through radio console furniture. The customer may also need a "short" set of cables to be used during training, until the CAD system is moved to its permanent location. Please review the training requirements with your project manager. Note: If multiple network switches will be linked to support the number of computers needed for the V isiCAD Command system, these should be linked through a high speed interconnect cable and not by bridging from port to port with a CAT 5e cable. C. Staging Area TriTech requires a secure area for storage and staging of equipment during the installation phase of the project. D. Training Schedule User training schedules will vary based upon the type of training and the type of application being trained (i.e., CAD vs Mobile). Classes are not more than eight (8) hours a day in length. The class size is limited to a maximum of 10 students with no more than 2 students per workstation. One student per workstation is preferred whenever possible. It is preferred that classes are held during typical business hours, however, special class times/days can be arranged through your project manager on a case-by-case basis. E. Training Location The training classes should be held in a classroom environment that is outside of the live Dispatch Center. Training in the environment of the Dispatch Center proves to be a distraction for both the students and the on-duty personnel. The training room should be secured when not in use. The customer is required to provide a projector capable of 1024 X 768 or greater resolution for use throughout the User Training class. Two projectors are preferred. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 12 of 17 TriTech Software Systems-Confidential&Proprietary Alk A10k, F. Windows/Mouse Experience All students are required to have basic typing skills and exposure to Windows and mouse functions prior to attending VisiCAD User Training class. It is highly recommended that all students complete a Microsoft Windows computer-based training (CBT) program prior to attending training. There are several commercial products that are inexpensive, easy to use and provide excellent exposure to basic Microsoft Windows functionality. It is the responsibility of the customer to ensure that employees meet the minimum requirements prior to attending the training. G. Training Ground Rules Students should be dedicated to the class for the entire duration of the course — especially for multi-day courses. Distractions with normal work duties should be avoided while students are participating in the training. It is preferred that a customer System Administrator or other customer team member attend each User Training classes. This person is a valuable asset to answer questions regarding agency decisions on the system's set up. All students are expected to fully participate in the training, which consists of lecture, hands on, and written coursework. A written and practical exam will be give at the conclusion of the class. Students that do not perform well in the class will be referred to the System Administrator for remediation. As it is necessary to maintain a positive learning environment, students who create a distraction in the class will be referred to the System Administrator Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 13 of 17 TriTech Software Systems-Confidential&Proprietary Section Four-Cable Requirements—EIAITIA 5866 Wiring Standard All VisiCAD systems are required to be wired using category 5e components including the networking cable, patch cords, wall cords, wall plates, patch panels and any other component in the network wiring circuit. The EIA/TIA 586B wiring standard must be followed throughout the entire circuit including the cable, wall cords, patch cords, etc. The customer's professional wiring provider should be familiar with this industry standard specification. Any noncompliance with this wiring specification could result in either poor or unreliable performance. Figure 1 below illustrates the EIA/TIA 586B pin assignments for an 8-pin RJ45 plug, the color code identification, and the pair configuration for an 8-wire, 4-pair UTP cable. Color code identification has been provided for easier reference; however,color designations do not need to be followed as long as the EIA/TIA 586B pair standard is followed. When cabling, the wire must remain twisted all the way to every punch down point in the wiring circuit. 10Base-T Uses pairs 283 100Base-VG Uses All # pairs Brown air # White/Brown Green White/Blue -�,�^ Blue air 1 Pair 3 White/Green Orange �.���� 41 White/Orange air 2 EIA/TIA 586E Specification Figure 1 Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 14 of 17 TriTech Software Systems-Confidential&Proprietary Section Five-Physical and Environmental Requirements for Computer Room A Computer Room {PrivatelCharacteristic Description Spatial Provide adequate space and working area for equipment and personnel Fire Protection Provide smoke detectors,fire suppressant Dust/Static Free Maintain clean and static free environment Limit Access Restrict entry,minimize foot traffic Uninterruptible Power Provide UPS and line conditioning for computer room equipment Voice Telephone Line Provide outside access to contact support Modem Tele hone Line Provide RAS support for dial-up Computer Cabinet Provide storage and access forequipment NOTE: Typical equipment in computer room may consist of: server(s), monitor(s), keyboard(s), mouse, hub(s), printer, scanner, modem, and interface/message switch(s). This preparation guide is only intended to provide general information. For detailed specifications please refer to each equipment specification supplied by the manufacturer. All manufacture specifications are subject to change without notice. B. Environmental Specifications Characteristic Description Storage temperature -40 degrees C to 70 degrees C (40 degrees F to 158 degrees F) Storage humidity 8%to 80%(relative) Operating temperature 5 degrees C to 40 degrees C(41 degrees F to 104 degrees F) O e ating humidity 15%to 80%(relative) Maximum thermal 91 kcal per hour(360 BTU per hour) dissipation NOTE: Operating temperature and humidity ranges may vary depending upon the mass storage devices installed. High humidity levels can cause improper operation of disk drives. Low humidity ranges can aggravate static electricity problems and cause excessive wear of the disk surface. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 15 of 17 TriTech Software Systems-Confidential&Proprietary Awk. + C. Elecbical and Physical Specifications for Equipment Please refer to the following manufacturer websites for up to date system specifications: Stratus Servers httLi://w�vw.stratus.coiii/12roducts/index.htm HP/Compaq Servers http://welcome.hp.coin/countiyius/eii/prodserv/servers.html Desktop PCs http:i/welcome.hp.com/country%us/en/prodsery/desktops.html Networking littp:/:/wcicome.hp.com/countsy/us/en/prodsery/network-ini,,html Dell Servers http://www l.us.dell,com/content/products/c ate goa.aspxJservers Desktop PCs http:Hwwvw l.us.dell.conv`content/liroducts;category.aspx/workstation s Networking http://www l.us.dell.com/contentiproducts/catevoU.aspx/networking Cisco Switches http://cisco.com/cn,,"US/products/hw/switches/indcx.html Routers http://cisco.com/en/US/products/hw/routers/iudex.htmi VPN Solutions http:%`icisco.conL/eNUSii)rocluctsihwi vpndevc/index.html NOTE: Most servers are configured with dual power supplies and dual power cords. We strongly recommend that customers provide separate circuits for the two power cords. If uninterrupted power supplies (LTPSs) are selected, two will be provided (i.e., one for each power cord). This configuration should enable the server to continue to function on one power supply if the circuit breaker on the second power supply is tripped. Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 16 of 17 TriTech Software Systems-Confidential&Proprietary Atak .••. Appendix A—Additional VPN Information Point-to-Point Tunneling Protocol(PPTP) is a network protocol that enables the secure transfer of data from a remote client to a private enterprise server, creating a virtual private network (VPN) by using TCP/IP-based data networks. PPTP supports multiple network protocols (IP, IPX, and NetBEUI)and can be used for virtual private networking over public and private networks. You can use PPTP to provide secure, on-demand, virtual networks by using dial-up lines, local area networks (LANs), wide area networks (WANs),or the Internet and other public,TCP/IP-based networks. IPSec - short for IP Security, a set of protocols developed to support secure exchange of packets at the IP layer. IPsec supports two encryption modes: Transport and Tunnel. Transport mode encrypts only the data portion (payload) of each packet, but leaves the header untouched. The more secure Tunnel mode encrypts both the header and the payload. On the receiving side,an IPSec-compliant device decrypts each packet. For IPsec to work, the sending and receiving devices must share a public key. This is accomplished through a protocol known as Internet Security Association and Key Management Protocol/Oakley (ISAKMP/Oakley), which allows the receiver to obtain a public key and authenticate the sender using digital certificates. IMPORTANT NOTES: It is recommended that the PPTP server have 2 network adapters: one connected to the VisiCAD network and one connected to the Internet router. For security reasons, all users with dial-in permission should have a password assigned and change it on regular basis. Please do not use blank passwords. If possible,rename the Administrator account. FIREWALL It is highly recommended that customers install a firewall to protect the VPN server and the VisiCAD network from intrusion. To allow PPTP VPN traffic through a firewall,the following ports must be opened: ➢ Inbound and outbound TCP port# 1723 (PPTP) ➢ Inbound and outbound IP port#47(Generic Routing Encapsulation) To allow Cisco IPSec VPN traffic through a firewall,the following ports must be opened: ➢ Inbound and outbound UDP# 10,000 ➢ Inbound and outbound UDP#4,500 ➢ Inbound and outbound UDP#500 Site Preparation and Support Connectivity Guide,V3.2.1 dated 12.27.2006 Page 17 of 17 TriTech Software Systems-Confidential&Proprietary .•. ..� ADDENDUM B PRE-GO LIVE ACCEPTANCE TESTING: SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) Software Errors reported by Client during Acceptance Testing shall be resolved as set forth below. Client will specify a central contact person at each CAD site and a Client coordinator, or coordinators, who will be the focal point for all CAD and MDS activity. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. The written report must be faxed to TriTech at (858) 799-7013, or emailed to: support@tritech.com. Client may also report Software Errors online through the TriTech support website. Note that Critical Priority Software Errors must be reported via telephone. Telephone notification will be made to TriTech's VisiCAD support line at 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. (3) "Normal Technical Services Hours" are 5:30a.m. though 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. "Normal TriTech Office Hours" are 8:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. (4) If a Technical Services representative is available, the call will be answered and responded to at that time. If no Technical Services representatives are available, the Client shall leave a message and a Technical Services representative will respond on a call-back basis. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. (5) Clients shall provide TriTech with dedicated, electronic modem and telephone line and a high speed data connection (as further defined in the Site Preparation and Support Connectivity Guide), to each physical area in which a Server or interface equipment is located to enable TriTech to access, diagnose, update or install a workaround to the system. Client shall additionally provide a voice telephone line located near such areas to allow simultaneous voice and data access. Fort Worth System Purchase Agreement V3.7— 10106 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 55 of 66 Ow + ADDENDUM C SOFTWARE SUPPORT DURING THE WARRANTY PERIOD 1. SERVICES PROVIDED During the Warranty Period, TriTech shall provide Telephone Support, Software Error Corrections and Updates for the TriTech Software as described below: (a) Telephone Support TriTech will provide Telephone Support service twenty-four (24) hours a day, seven (7) days a week, as more fully described in Section 2, below. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service. (b) Software Error Correction (1) If, during the Warranty Period Client determines that Software Error(s) exist, Client shall immediately notify TriTech pursuant to the guidelines and procedures described in Section 2, below, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Section 3, below. Notwithstanding the foregoing, TriTech may, at its discretion, reasonably applied, correct Low Priority Software Errors (as that term is described in Section 3), in a future Update to the TriTech Software. If TriTech is unable to reproduce the Software Error and it becomes necessary to travel to Client's site to reproduce it, Client shall pay TriTech's travel expenses, however, if it is determined the Software Error is the result of errors in the TriTech Software code and NOT a result of Client error, or other non-TriTech related issue, any and all travel related expense will be waived by TriTech. In the event of software errors not caused by the TriTech Software code, Client shall also reimburse TriTech for its labor related expenses for such on-site visit at TriTech's then current hourly rates for technical and support engineering. (2) If TriTech determines that the reported error was not a TriTech Software Error but was instead caused by Equipment, Third Party Software or Third Party Products, TriTech shall perform Help Desk functions by assisting Client in its recourse to the manufacturer thereof under the applicable warranties. (c) Updates From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. (As provided in paragraph 3.38 herein, the term "Update" does not include new TriTech Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 56 of 66 it ...6 Software products or separate modules or functions that are separately licensed and priced.) 2. SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (a) All Software Errors reported by Client employees shall be resolved as set forth below. Initial response by TriTech will be based upon the priority assigned by Client's supervisor of the CAD. Resolution response will be based upon the priority jointly agreed on by TriTech and Client. Client will specify a central contact person at each CAD site and a Client CAD coordinator who will be the focal point for all CAD activity. (b) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. The written report must be faxed to TriTech at (858) 799-7013, or emailed to: support@tritech.com. Client may also report Software Errors online through the TriTech support website. Note that Critical Priority Software Errors must be reported via telephone. Telephone notification will be made to TriTech's VisiCAD support line at 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. (c) "Normal Technical Services Hours" are 5:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. "Normal TriTech Office Hours" are 8:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. (d) The main support line will be answered by an automated attendant at all hours. The Client can either remain on the line or press 2 to transfer to the Technical Services Department. If a Technical Services representative is available, the call will be answered and handled immediately. If all representatives are busy, the Client will be given the option to leave a message or press 0 (zero) in the case of a Critical Priority Problem, as described below. In the case of Critical Priority Problems (as described below) the Client shall press zero. All other problem reports will operate on a call-back basis after leaving a message in the support voice mailbox. (e) During Normal TriTech Office Hours, pressing zero will transfer the caller to the receptionist who will assist the Client. The receptionist will use these procedures to handle the call appropriately, including finding a Technical Services representative or other personnel to assist the Client. (f) After Normal TriTech Office Hours, pressing zero will transfer the caller to our emergency answering service. When connected to the service, the Client shall provide the operator with his or her name, organization name, call-back number where the Technical Services representative may reach the calling party, and a brief description of the problem (including, if applicable, information that causes the issue to be a Critical Priority Problem). Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 57 of 66 i► .ft. (g) During Normal Technical Services Hours, each Software Error report or enhancement request will be assigned an issue number. This number should be used for all subsequent inquiries relating to the original Software Error report. Problems reported after Normal Technical Services Hours will be logged and assigned an issue number the next business day. (h) Client shall provide TriTech with a high speed data connection (as more fully defined in the Site Preparation and Support Connectivity Guide), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) to each physical area in which a Server or interface equipment is located to enable TriTech to access, diagnose, update or install a workaround to the system. Client shall additionally provide a voice telephone line located near such areas to allow simultaneous voice and data access. (i) If the problem is not a Critical Priority Problem, TriTech will operate on a call-back basis. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. 3. PRIORITIES AND SUPPORT RESPONSE (1) Critical Priority Hours of Availability: 24 hours a day, 7 days a week, 365 days a year. Description: A critical software error, which severely impacts the ability of Client to dispatch emergency vehicles. These Software Errors are: • Software Server software lockup • Data corruption caused by TriTech Software • TriTech Software is inoperable due to one of the following conditions: o Inability to enter new requests for service o Inability to assign a call to a unit o Inability to change status o Inability to dispose of a call o Inability of Client to receive Dispatch Incident Information o Inability to interface to MedStar via CAD2CAD, provided that the problem is due to the VisiCAD to VisiCAD interface software o Inability to process TCICINCIC requests o Inability to received local warrant returns Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 58 of 66 Aft .r o The VisiNet Mobile server based software, including mobile server and interface is inoperable as defined by the following criteria: ■ Server software is down ■ AVL data being received by the server software is not being processed into the CAD system on a fleet-wide basis for VisiNet Mobile equipped vehicles ■ Mobile server components are not properly updating the CAD for essential mobile functions (log on, status change, incident dispatch, and emergency button) on a fleet- wide basis for VisiNet Mobile equipped vehicles Initial Response: TriTech will respond with a call back thirty (30) minutes 90% of the time for all Critical priorities, provided that the issue has been reported via telephone. An event of Force Majeure, or other delays beyond TriTech's reasonable control, including, but not limited to interruption of telephone or cellular telephone service, or paging services caused by the respective carrier's technical difficulties, shall not constitute a failure of TriTech to respond within the time limits for Critical Priority issues, and shall not constitute a Default under this Agreement. Resolution Response: TriTech will work continuously to provide Client with a workaround solution or to completely resolve the problem. Notification: It is the responsibility of Client to notify TriTech of a Critical Priority issue. TriTech will update the Client CAD contact of progress frequently during problem resolution and provide a final report of the status of the system once the workaround has been provided or the problem has been resolved. Client may request a summary review of the problem and the steps taken by TriTech to prevent future errors of the same type. (2) High Priority Hours of Availability: 24 hours a day, 7 days a week, 365 days a year. Description: A non-critical Software Error which does not prevent the dispatching of emergency vehicles, but which does prevent the User from performing a common call taking, dispatching, or system administrative function, or performing valid Status Changes. These do not include cosmetic, documentation, Fort Worth System Purc e Aareement V3.7— 10/06 Copyright©TriTech Software Systemso Unpublished: Rights reserved under the copyright laws of the United States Page 59 of 66 i•► .. reporting, or similar problems. These also do not include questions or inquiries regarding the operation of the software or its installation and training. Initial Response: TriTech will respond with a call back within one (1) hour 90% of the time on all High priorities during Normal Technical Services Hours, provided that the issue has been reported via telephone. An event of Force Majeure, or other delays beyond TriTech's reasonable control, including, but not limited to interruption of telephone or cellular telephone service, or paging services caused by the respective carrier's technical difficulties, shall not constitute a failure of TriTech to respond within the time limits for High Priority issues, and shall not constitute a Default under this Agreement. Resolution Response: TriTech will provide a workaround for Client when possible within an average of twenty-four (24) hours. (Providing a workaround would usually result in lowering the priority of the problem.) Unless a reasonable workaround is promptly provided, TriTech will work diligently to resolve the problem as soon as reasonably feasible. If a reasonable workaround is available, TriTech will provide a problem resolution in the form of an Upgrade or modification to the Software in a future update. Notification: It is the responsibility of Client to notify TriTech of a High Priority issue. TriTech will notify the local Client CAD supervisor when a workaround has been provided or the problem has been resolved. TriTech will provide Client a monthly list of outstanding and resolved issues showing all problems reported during the period or unresolved as of the date of the report. (3) Medium Priority Hours of Availability: Normal Technical Services Hours Description: A Software Error which is not Critical, and would be a high priority, except that there is a reasonable workaround. These include but are not limited to: • Reporting errors or calculation problems • Questions or inquiries relating to TriTech Software functionality, system administration, or installation Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 60 of 66 Initial Response: TriTech will respond within an average of twenty-four (24) hours during Normal Technical Services Hours, or on the next business day. Resolution Response: TriTech will correct Medium Priority errors in upcoming releases. Notification: It is the responsibility of Client to notify TriTech of a Medium Priority issue. TriTech will notify the local Client CAD supervisor when a workaround has been provided or the problem has been resolved. TriTech will provide Client a monthly list of outstanding issues and resolutions showing all problems reported during the period or unresolved as of the date of the report. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 61 of 66 Ask .•. (4) Low Priority Hours of Availability: Normal Technical Services Hours Description: All other software or documentation errors not described above. These include but are not limited to: • Documentation inaccuracies • Cosmetic issues • Misspellings Initial Response: TriTech will not respond to these items unless specifically requested to do so at the time of the request. If a reply is requested, TriTech will respond within an average of twenty- four (24) hours during Normal Technical Services Hours, or on the next business day. Resolution Response: TriTech will correct Low Priority Problems in upcoming releases of the software or documentation. Notification.: It is the responsibility of Client to notify TriTech of a Low Priority issue. TriTech will notify the local Client CAD supervisor when a workaround has been provided or the problem has been resolved. TriTech will provide Client a monthly list of outstanding issues and resolutions showing all problems reported during the period or unresolved as of the date of the report. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 62 of 66 Aw A60k ADDENDUM D HARDWARE AND SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT FOR STRATUS ftSERVERTM (ATTACHED) Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 63 of 66 i•► .r 6ch Software Systems 980 9860 Mesa Rim Road San Diego,CA 92121 Phone:858.799.7000 TRITECH Fax:858.7997011 SOFTWARE SYSTEMS Email:sales@tritech.com HARDWARE AND SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT For Stratus ftServerTM Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 32 'Aft ..h, HARDWARE AND SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT for Stratus ftServerTM TABLE OF CONTENTS 1.0 DEFINITIONS ........................................................................................3 2.0 TERM AND TERMINATION ..................................................................5 3.0 MAINTENANCE AND SUPPORT FEE(S).............................................6 4.0 LEVEL OF SUPPORT...........................................................................7 5.0 SOFTWARE UPDATES ......................................................................11 6.0 LIMITATIONS......................................................................................11 7.0 EQUIPMENT, THIRD PARTY SOFTWARE AND THIRD PARTY PRODUCTS................................................................12 9.0 LIMITATION OF LIABILITY ................................................................12 10.0 SEVERABILITY...................................................................................13 11.0 FORCE MAJEURE/EXCUSABLE DELAY..........................................13 12.0 CONSTRUCTION AND HEADINGS....................................................13 13.0 WAIVER...............................................................................................13 14.0 ENTIRE AGREEMENT........................................................................14 15.0 APPLICABLE LAW.............................................................................14 16.0 ASSIGNMENT/NOVATION .................................................................14 17.0 NOTICES.............................................................................................15 18.0 GENERAL TERMS..............................................................................15 ADDENDUMA................................................................................................17 ADDENDUMB ................................................................................................19 ADDENDUMC ................................................................................................22 ADDENDUMD ................................................................................................24 ADDENDUME ................................................................................................25 ADDENDUMF.................................................................................................28 ADDENDUMG ................................................................................................31 Fort Worth Stratus Maintenance and Support Agreement V2 Copyright O 2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 32 Aw Aft� HARDWARE AND SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT for Stratus ftServerTM Client: City of Fort Worth Address: 1000 Throckmorton St. City, State, Zip: Fort Worth, TX 76102 Phone, Fax: 817.392.6640/fax 817.392.8654 Contact Name: Beatrice DeHoyos, Contract Administrator This Agreement is made by and between TriTech Software Systems, referred to as "TriTech", with offices at 9860 Mesa Rim Road, San Diego, California 92121 and Client named above, referred to as "Client". A. WHEREAS, TriTech and Client have entered into a System Purchase Agreement dated January 25, 2007, (the "Purchase Agreement"); B. WHEREAS, this Maintenance and Support Agreement ("Maintenance and Support Agreement") is entered into to provide Hardware and Software Maintenance and Support ("Maintenance and Support") for the Stratus Products identified on Addendum A for a period of one year, subject to annual renewal thereafter; NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows: 1.0 DEFINITIONS 1.1 All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement, which section is incorporated by reference herein as though set forth in full. 1.2 "Products" means the Stratus ftServer' hardware and software identified on Addendum A for which maintenance and support is to be provided under this Agreement. 1.3 "Service Level" means the level of maintenance and support service selected by Client on Addendum A. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 32 A"W ..► 1.4 "System" or "Covered System" means the Stratus ftServer, hardware and software, which comprise the Stratus System for which maintenance and support is provided under this Agreement. 1.5 "Primary Licensed Module" means the largest configured Stratus-labeled Module, identified by Stratus model or Product type, which is installed as part of a Stratus System. 1.6 "Add-on" means any Stratus Product that is added to an existing Stratus Module. 1.7 "Customer Replaceable Unit" or "CRU" means Hardware that requires no formal training in order to achieve replacement. CRUS include all parts and subassemblies other than FRUs. 1.8 "Field Replaceable Unit" or "FRU" means parts or subassemblies that require formal training in order to achieve replacement. FRUs are listed and identified in the Stratus User Manual(s) accompanying the Products when shipped by Stratus or its designee. 1.9 "Stratus Service Network" or "SSN" is a secure worldwide network that allows the Covered System to be linked with TriTech, Stratus and other authorized third-party vendors' CACs. 1.10 "Stratus Maintenance Services" means assistance or use of a Stratus resource, such as the Stratus Customer Assistance Center ("CAC"), Stratus Service Network ("SSN "), a Stratus Customer Engineer ("CE") or a Stratus Technical Account Manager ("TAM") that Stratus, as a subcontractor to TriTech, makes available to TriTech's Clients. Other components of Stratus Maintenance Services are: 1.10.1 "Standard Software Distribution Service" means the distribution by Stratus to TriTech or Client of all required Update media and software Products required to provide them with the current functional Release level of any software Products that TriTech purchased from Stratus and sublicensed to Client. This service does not include the distribution of new versions of third party software Products or Upgrades of Products that do not bear Stratus' trade name which, if ordered and available, are options for which Client will be charged at Stratus' standard rates listed in the then-current Stratus U.S. or International Price List, as applicable. 1.10.2 "Critical Remedial Service" means a maintenance service event resulting from a Product failure that has stopped or prevents Client's continued production or development operation of a Module. 1.10.3 "Remedial Service" means a maintenance service event that Stratus has agreed to schedule. This event causes continuing or recurring problems for Service Manager's Client. 1.11 "CAC Response" means the reasonable effort by Stratus' CAC technical personnel to respond to TriTech's request for Stratus to provide Client with Remedial Service or Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 32 Aft .M, information. Stratus' response may be delivered in the form of direct telephone contact with TriTech or Client, as deemed appropriate by Stratus, or by the use of the SSN. 1.12 "FCO Revision" means a change made to hardware Products by Stratus to correct an error or defect or to improve its reliability. 1.13 "Software Update" means a software Product distributed by Stratus under the Stratus that corrects a software Product problem. Software Updates are subject to the same software licensing terms that governed the originally supplied version of the associated software Product. 1.14 "Fully-Redundant" or "Fully Redundant Mode of Hardware Operation" means the standard mode in which virtually all major Stratus System components (CPU's, memories, controllers and disks) operate. Fully-Redundant Mode of Hardware Operation is that mode in which two identical components, each containing its own checking logic and diagnostics, operate in parallel to help achieve continuous processing. When a major Stratus System component is not operating in parallel with another identical component, it is said to be operating in a "Simplexed Mode." 1.15 "Effective Date" in respect of this Agreement means the date of installation of the Stratus Products. 2.0 TERM AND TERMINATION 2.1 The initial term of Stratus Maintenance and Support services provided under this Agreement is for a period of twelve (12) months beginning on the Effective Date, and shall automatically renew on each anniversary date of the Effective Date for additional one (1) year terms without activation by either party. Notwithstanding the foregoing, twelve (12) months from the Effective Date of this Agreement either party may terminate this Agreement without cause by giving the other sixty (60) days' prior written notice. TriTech reserves the right to change the terms and conditions upon which Hardware and Software Maintenance and Support shall be offered for renewal terms, including, without limitation, changes required by Stratus or necessitated by changes in Stratus' polices or practices. In the event of such changes, TriTech will use its best commercial efforts to notify Client sixty (60) days prior to the end of the then current support period. 2.2 Except as provided in 2.3 or 2.4, below, if Client initiates a termination of Maintenance and Support services at the end of an annual term, it shall pay to TriTech a termination fee equal to one (1) month's recurring Maintenance Service charge for the Stratus System configuration being terminated. If Client provides 120 days' prior written notice of such termination, no termination charge will be applied. 2.3 Either party may terminate this Agreement if the other party is in breach of any of its material obligations ("material breach") hereunder, and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 32 AW .•r 2.4 Either party may terminate this Agreement by written notice in the event that the other party files a voluntary petition in bankruptcy or under any similar insolvency law, makes an assignment for the benefit of creditors, has filed against it any involuntary petition in bankruptcy or under any similar insolvency law, or a receiver is appointed for, or a levy or attachment is made against, substantially all of its assets, if any such petition is not dismissed or such receiver or levy or attachment is not discharged within sixty (60) days after the filing or appointment. 3.0 MAINTENANCE AND SUPPORT FEE(S) 3.1 Maintenance and Support fee(s) to be paid by Client for the initial term of this Agreement shall be the amount specified in Addendum A hereto, payable without deduction or offset pursuant to TriTech's invoices, which shall be due and payable on receipt. 3.2 Prices for one-time charges or hourly rates may be changed at any time upon prior written notice. The rates for recurring charges are subject to change upon ninety (90) days prior written notice. Such price changes shall apply on the first day of the applicable invoice period on or after the effective date specified in said notice. 3.3 TriTech shall notify Client prior to the end of a support term of the Maintenance and Support fees for the next succeeding annual term. Unless otherwise agreed in writing, Maintenance and Support fees shall be due on or before the commencement of each annual support term. TriTech support fees shall be subject to change on an annual basis. 3.4 Maintenance and Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech or Stratus for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt of TriTech's invoice for such expenses. 3.5 Client may incur additional charges if Stratus is required to travel beyond one hundred (100) miles or one hundred sixty (160) kilometers of Stratus' nearest service location or to use other than private automobile or scheduled local public transportation to provide Maintenance Services to Client. 3.6 Client may incur additional charges if Stratus Maintenance Service is required as a result of the following: force majeure, fire, natural disaster, neglect, misuse, abuse, war, unauthorized modifications, non-Stratus supplied equipment or software; damage resulting from environmental considerations such as electrical power, heat, cold or humidity outside the published Product specifications; or Client's failure to fulfill its obligations herein. 3.7 Client may incur additional charges should it decide to operate system hardware in a "Simplexed Mode." 3.8 Client may incur additional charges for royalties on third party royalty-based software Products, Releases and/or Updates provided hereunder that Stratus is obligated to pay to a third party for such Products, Releases or Updates. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 32 /r .. 3.9 If Client ceases to keep in force an annual Maintenance and Support Agreement, any resumption of such annual support shall be subject to payment by Client of the Maintenance and Support fee for the current support year, plus any reinstatement fee imposed by Stratus. 3.10 Products that are added to Client's Stratus System that are receiving Stratus Maintenance Services shall be automatically added to Addendum A and shall be assessed the then-current applicable Maintenance Service charge, which shall be prorated to the end of the then-current Maintenance and Support term and paid in advance. 3.11 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (I%) per month, or the highest rate permitted by law, whichever is less, from thirty (30) days after their due date until paid. 3.12 Client is a tax exempt entity and will provide written evidence of such exemption to TriTech upon request. 4.0 LEVEL OF SUPPORT 4.1 General. Under TriTech's support agreement with Stratus for Client, Stratus will act as a subcontractor to TriTech for the Stratus Products listed in Addendum A. Except for calls that are automatically generated by Client's ftServer system to Stratus, TriTech will act as the primary point of contact for Client to verify the existence of a Stratus problem. Client will contact TriTech in accordance with Addendum B or Addendum C. TriTech will contact Stratus to provide support for Client. Under Stratus' automatic reporting system, generation of hardware error reports occur when the on-board hardware diagnostic detects a failure and notifies the Stratus Customer Assistance Center ("CAC") through the Stratus Service Network ("SSN"). The CAC will confirm that a failure had occurred and initiate shipment of a replacement part to Client. Access to the Stratus CAC will be provided seven (7) days per week, twenty-four (24) hours per day, as further defined in Addendum B or Addendum C as applicable. Except for such reports TriTech will, upon receipt of a problem report from the Client, contact Stratus who will, under TriTech's agreement with Stratus, provide to Client the standard services set forth below. In order to obtain such services, Client shall participate in minimal on-site informal instruction from Stratus regarding the replacement of CRUs. CRU replacement occurs under the remote direction of the Stratus CAC, Customer Engineer or Technical Account Manager. 4.2 Stratus' Standard Maintenance Services: Under TriTech's agreement with Stratus, Stratus will: (a) provide Client with 24 hours per day, 7 days per week("240") immediate access to the CAC via the SSN for the following: (i) Hardware Product problem auto-notification, (ii) Receipt by Client of a copy of its call history, Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 32 .AW Alk, (iii) Transmission of technical information and documentation from the CAC, (iv) Usage of Stratus' remote capabilities, which include Proactive and Predictive Analysis, remote system commands and system level problem duplication and determination, and (v) Electronic Mail communication exchange with CAC personnel and Customer Engineers. (b) provide the Client with 24x7 telephone access to the CAC for technical CAC Response; (c) Customer with 24X7 On-Site Service, if selected in Addendum A, for declared Critical Remedial Service events; (d) provide the Client with continuous Remedial Service for declared Critical Remedial Service events until the operation of the Stratus System is restored; (e) provide the Client with On-Site Service dependent upon the level of service selected in the Optional Services Agreement (Addendum C); (f) provide available ftServer patches and Service Packs as well as other supporting information via its local account team or then current distribution mechanism; (g) provide the Client with the shipment of replacement parts to complement Stratus' Fully-Redundant hardware architecture; Stratus will use its reasonable efforts to deliver the part either the next day or the next business day from shipment, depending on and subject to access and availability of a commercial carrier in Client's location and compliance with local customs and/or regulations; and (h) provide the Client with Stratus' standard Software Distribution Service. 4.3 Client Responsibilities. Stratus requires that, in order to receive the services set forth above from Stratus, Client shall: (a) Assign a technical person for each site or location who is familiar with the Stratus Products to serve as primary contact with TriTech and when requested, with Stratus; (b) Provide, at no charge to TriTech or Stratus, access to such telecommunications equipment, as reasonably determined by Stratus, needed to establish data communication over the SSN; (c) Execute diagnostic routines in accordance with Stratus' instructions and inform Stratus of the results of those diagnostics routines; (d) Reasonably verify, together with TriTech, the existence of a software Product problem and to determine the conditions under which that problem can be duplicated prior to its submission to the CAC; Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 32 AW .. (e) Notify TriTech any time the Client changes the configuration of any Stratus Module or System specified in Addendum A; in turn, TriTech will notify Stratus of such changes; (f) Replace CRUs under the remote direction of the CAC, Customer Engineer or Technical Account Manager; (g) Perform services of a housekeeping nature, such as cleaning the hardware Products, replacing expendable parts and ribbons, and performing regular operating checks. Client shall be responsible for providing all supplies required by such services; (h) Maintain all hardware Products in the "Full Redundant Mode" of hardware operation; and (i) Avoid the loading of any third-party Software not approved by Stratus on the hardware Products. 4.4 Hardware Product Service: (a) The hardware Product service component of the Maintenance Services provided to a Client is based on Stratus' Fully-Redundant architecture. Diagnostic resources are provided through remote system commands and other features of the SSN, which is connected from the Client's System to the Stratus CAC. This hardware Product Maintenance Service begins when the on-board hardware diagnostic detects a failure and notifies the CAC through the SSN. The CAC will then confirm that a failure has occurred and initiate shipment of a replacement part to the Client. Delivery of the part will be either the next day or the next business day from shipment, depending on and subject to access and availability of a commercial carrier in the Client's location and compliance with local customs and/or regulations. Provided that the Client fulfills its obligations under Section 4.4(e) below, Stratus will not charge TriTech or the Client an additional amount for replacement parts, since the cost thereof is already included in the Maintenance Service charges quoted in the applicable Service Schedule. (b) When the Maintenance Service involves an exchange of hardware repair parts, the replaced part becomes Stratus' property and the replacement becomes the Client's. The replacement may be new or refurbished to be like new. All replaced parts must be in the hands of a courier for delivery to Stratus within fourteen (14) calendar days from the Client's receipt of the associated replacement part. (c) Stratus is responsible for the transportation charges of the replacement and replaced parts to and from Stratus and for the loss of, or damage to, any replacement or replaced parts while they are in transit. (d) The Client shall be responsible for the packaging and return of all replaced parts. Shipment containers are available from Stratus at no charge. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 32 Aw .► (e) Replacement parts are tracked by Stratus' Return-In-Transit tracking system. Stratus' charges are predicated on the prompt return of replaced parts. Therefore, should a replaced part not be shipped to Stratus within fourteen (14) calendar days of a Client's receipt of the corresponding replacement part, the Client shall be charged and agrees to pay to Stratus the full list price for that replacement part. 4.5 Software Product Service: (a) As a component of the Maintenance Services, Stratus agrees to provide Maintenance Service on certain Stratus-provided software Products. The extent of support available is not the same for each problem or category of software Products. The types of problems are defined as follows: Critical Service Event - a software Product problem that has stopped or prevents the Client's Stratus System from continued production or development operation. Serious Service Event - a software Product problem that causes the Stratus System or Module to stop or causes erroneous results without messages, warnings or faults; or a regression where something worked correctly in a previous Release but now does not; or a problem that affects whethe>- boards are fully redundant, or the reporting of such information. Moderate Service Event - A software Product problem that is not Critical or Serious, but causes continuing or recurring problems for a Client. Minor Service Event - A software Product problem that causes no particular problems for the Client; including, but not limited to, problems of a cosmetic nature which may be corrected in an Upgrade or Release. 4.6 Client's Additional Responsibilities: Stratus further requires that Client shall: (a) Assign at each designated location a technically skilled employee or authorized agent appropriately trained to serve as the primary contact regarding the Stratus Products, including service related calls and deliveries of replacement parts and other items. (b) Allow Stratus to install, at a mutually agreed upon time, mandatory Field Change Orders (such as those required for safety) on a covered Stratus Module. Any parts Stratus removes from a Product relative to such installation become Stratus' property; (c) Comply with, all applicable government export laws and regulations; (d) Provide Stratus, upon notice and in accordance with the Clients' reasonable security guidelines, with full, free and safe access (remote or local) to the Clients' facilities to the extent such is needed to enable Stratus to fulfill its obligations hereunder and to promptly notify Stratus of any unsafe conditions or hazardous materials to which Stratus personnel would be exposed at the Clients' facilities; Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 32 Aak .•. (e) Be present on-site anytime replacement parts are to be delivered or Stratus' presence is required to fulfill its obligations hereunder; (f) Actively participate in, all Critical Remedial Service situations, by providing accurate information detailing the nature of the Critical problem and cooperating with Stratus in resolution of same; (g) Promptly notify Stratus of additions, deletions and location changes to the covered Stratus Systems specified in the Order Supplements; 4.7 Stratus Property Maintenance software, including diagnostic routines, SSNTM and associated agents, as well as Maintenance Service-related tools, test equipment and documentation ("Property"), which are supplied by Stratus for the purposes of this Agreement, are and shall at all times remain Stratus' exclusive property. Client agrees not to make available or disclose such Property to any third parties other than to its and their respective employees and contractors, except where such disclosure is required by law, and to take appropriate action, by instruction or agreement with such employees and contractors who are permitted access, to satisfy Clients' respective obligations hereunder. Further, Client agrees to return all such Property upon the expiration or termination of this Agreement or the Maintenance Services, as applicable. 5.0 SOFTWARE UPDATES Software Updates are subject to the same software licensing terms that govern the originally supplied version of the associated Stratus software product. Client shall install and use Software Updates as they are made available. 6.0 LIMITATIONS 6.1 Maintenance and Support for the Stratus Products shall be subject to and conditional on Client's performance of its obligations hereunder, as well as implementation and use of the most current production version thereof that is offered to Client. 6.2 TriTech shall not be obligated to provide Maintenance and Support if Client is not current on the payment of all Maintenance and Support fees and expenses. 6.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Maintenance and Support fees plus expenses at its then current rates: (a) Problems in the Stratus Products are caused by modification of the Stratus Products, use of non-TriTech or non-Stratus supplied equipment or software; damage resulting from environmental considerations such as electrical power, heat, cold, or humidity outside the Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 11 of 32 i•► r., published product specifications; or operating the Stratus Products in an other than fully redundant mode. (b) Problems in the Stratus Products are caused by fire, natural disaster, neglect, misuse, abuse or other non-Stratus events. 7.0 EQUIPMENT, THIRD PARTY SOFTWARE AND THIRD PARTY PRODUCTS Maintenance and support for Equipment, Third Party Software and Third Party Products provided under the Purchase Agreement other than the Stratus Products, is not included under this Agreement. 8.0 WARRANTY 8.1 Stratus has provided the following warranties to TriTech: (a) "STRATUS WARRANTS THAT IT WILL PROVIDE THE MAINTENANCE SERVICES AS STATED IN THIS AGREEMENT AND INCORPORATED ADDENDA IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED HEREIN, NO OTHER WARRANTIES APPLY TO THIS AGREEMENT OR ADDENDA, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE." (b) "STRATUS' ONLY WARRANTY OBLIGATIONS WITH RESPECT TO STRATUS HARDWARE AND SOFTWARE PRODUCTS ARE CONTAINED IN THE STRATUS ftSERVER END-USER HARDWARE WARRANTY, AND THE STRATUS TECHNOLOGIES ftSERVER END-USER LICENSE AGREEMENT." 8.2 The maintenance services referred to in (a), above, are set forth in Section 4 of this Agreement. TriTech will make commercially reasonable efforts to enforce the Stratus warranties set forth above on Client's behalf. 8.3 EXCEPT AS SET FORTH ABOVE, TRITECH MAKES NO WARRANTIES WITH RESPECT TO THE STRATUS PRODUCTS OR SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF TITLE AND AGAINST INFRINGEMENT. 9.0 LIMITATION OF LIABILITY 9.1 TriTech's liability for any claim or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages caused by TriTech, its employees, agents, officers, directors or subcontractors, as determined by a court of competent jurisdiction. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright 0 2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 32 Ank ...kk 9.2 IN NO EVENT SHALL TRITECH OR STRATUS BE LIABLE FOR LOSS OF USE, DATA, SOFTWARE, PROFIT OR BUSINESS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM AN ACTION IN CONTRACT, TORT OR OTHER LEGAL THEORY REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 SEVERABILITY If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. 11.0 FORCE MAJEURE/EXCUSABLE DELAY Except for non-payment, neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 12.0 CONSTRUCTION AND HEADINGS The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. 13.0 WAIVER 13.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 13.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 32 .4► •w. or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 14.0 ENTIRE AGREEMENT This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. If there is any conflict between the terms and conditions of this Agreement and those contained in any Addendum, the terms and conditions of the Addendum shall prevail. 15.0 APPLICABLE LAW 15.1 This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws provisions and any applicable laws of the United States. Venue for any claim or action arising out of or pursuant to this Agreement shall lie exclusively in the state courts in Tarrant County, Texas and the Federal District Court for the Northern District of Texas, Fort Worth division. 16.0 ASSIGNMENT/NOVATION If requested by Client or elected by Stratus, Stratus Maintenance Services may be provided by Stratus under a direct contract between Client and Stratus. In such event, this agreement and the obligations hereunder shall be deemed extinguished and such direct contract substituted in its place. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 32 .•k .... 17.0 NOTICES All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv)by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. To Client: To TriTech: City of Fort Worth TriTech Software Systems 275 W. 13`h St. 9860 Mesa Rim Road Fort Worth, TX 76102 San Diego, Calif. 92121 Attn: Beatrice DeHoyos Attn: Christopher D. Maloney, Contract Administrator President 18.0 GENERAL TERMS 18.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT/NOVATION section of this Agreement. 18.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed. 18.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 18.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 18.5 Stratus is an intended third party beneficiary of this Agreement. 18.6 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 18.7 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 32 00ak .•. 18.8 THE PARTY'S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY. ACCEPTED- ATTEST: By: By: fy� 4�zl ,104'1`5ni ' ua Marty Hen rix As'sistar%t Ci Manager City Secretary r� Date: 31 d 7 Dat`Y A , I APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION: By: M&C: C-21944 Maleshia . Farmer Assistant City Attorney Date Approved: 1/23/07 TRITECH SOFTWARE SYSTEMS: By: 14�w Chtopfier D. Maloney President and CEO � Dater Fort Worth Stratus Maintenance and Su rt A reement V2 Copyright©2003 TriTech Software Systems j Unpublished: Rights reserved under the copyright laws of the United States `7J i'�.sj'1 ;G:;'r '�•r^i Page 16 of 32 ASK Aft ADDENDUM A STRATUS FTSERVERTM SERVICE SCHEDULE The Effective Date of this Service Schedule shall be the date of initial installation of the following system(s) unless a different Effective Data has been agreed and listed below. Client agrees to pay for the services selected and described in the Agreement and selected Service Level Addendum and any Optional Services selected below for the System (Hardware and Software)listed below. 1. Effective Date: [Date of installation or other date agreed date] 2. Client Contacts: Please provide full details for the Primary Contact and up to four Named Contacts. Any subsequent changes to the Named Contacts should be submitted to TriTech. P rimary Contact Name: Norm Craven anagement Consultant ions ort Worth,TX 76102 817) 392.2890 orm.Craven@fortworth ov.or e: Named Contact Name(1): Named Contact Name (2): Address: Address: Phone: ( ) Phone: ( ) Email: Email: Facsimile: ( ) Facsimile: ( ) Named Contact Name (3): Named Contact Name (4): Address: Address: Phone: ( ) Phone: ( ) Email: Email: Facsimile: ( ) Facsimile: ( ) Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems—Confidential&Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 32 w � 3. Selected Services Level,Optional Services and Service Costs DESCRIPTION OF SERVICES OPTION SYSTEM(s) PRICE(US$) SELECTED Model# ty Location Per YEAR As�u Avails Assured Availability Guarantee X 5700 1 Fort Worth 11,211.60 X 2400 1 Fort Worth 5,948.40 Collaboration Services Assured Ayg bili77 Assured Availability Guarantee syo em Avails Total Service Level Cost $17,160.00 2.OPTIONAL S RV�C Extended Business Hours Field Service FRU Replacement(12x5x220) Extended Business Hours Field Service FRU Replacement(24x5x220) Saturday Field Service FRU Replacement (8x6) Weekend/Holiday Field Service FRU Replacement(80065) Weekend/Holiday Field Service FRU Replacement(240065) Full CRU/FRU Onsite Replacement, Normal Service Levels(80) Full CRU/FRU Onsite Replacement, Normal Service Levels(24x5) Full CRU/FRU Onsite Replacement, Normal Service Levels(240) Technical Account Management Services (NTAM) Expedited Parts Delivery(Same Day) Total Optional Services Cost $ TOTAL SERVICE COST FOR $17,160.00 INITIAL PERIOD OF ANNUAL SUPPORT t If this option is selected, the terms of Addendum B, Assured Availability Plus Service Level Addendum, and Addendum C, Assured Availability Program Guarantee attached hereto shall apply. If this option is not selected, these addenda shall not apply to this Agreement. 2 If this option is selected, the terms of Addendum D, Collaboration Services, attached hereto shall apply. If this option is not selected,this addendum shall not apply to this Agreement. 3 If this option is selected, the terms of Addendum E, Assured Availability Service Level, and Addendum C, Assured Availability Program Guarantee attached hereto shall apply. If this option is not selected, these addenda shall not apply to this Agreement. 4 If one or more of these options is selected, the terms of Addendum F,System Availability Service Level attached hereto shall apply.If this option is not selected,this addendum shall not apply to this Agreement. 5 If one or more of these options is selected, the terms of Addendum G, Optional Services attached hereto shall apply.If none of these options are selected,this addendum shall not apply to this Agreement. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 32 loftk .�. ADDENDUM B ASSURED AVAILABILITY PLUS SERVICE LEVEL ADDENDUM This Addendum describes the specific responsibilities, areas of service, fees, and terms applicable to the Covered System(s) listed in the above-referenced Service Schedule. These services are provided as part of a Service Schedule and not available on a stand-alone basis. The service charges are set forth in the Service Schedule and are subject to payment under the terms and conditions in Section 3 of the Maintenance and Support Agreement. All definitions and terms of the Maintenance and Support Agreement and the Service Schedule shall apply to this Addendum. In the event of conflict, the terms of this Addendum shall prevail. 1.0 Customer Assistance Centers(CAC) Services Stratus will use best commercial efforts to provide remote and telephone Hardware and Software support within the times described below. Client shall report problems with the Stratus Products directly to TriTech's Technical Services Department by telephone at any of the following numbers: 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. After determining the nature of the problem, TriTech will contact Stratus. Stratus may respond directly to Client, or to TriTech as deemed appropriate by Stratus,or via the SSN. Response times after notification by TriTech are as follows: (1) Critical: Stratus will acknowledge receipt of the problem within thirty (30) minutes. Stratus will provide CAC services on(i) a continuous basis until the System is restored to service and (ii) on a priority basis until a suitable workaround is provided or until all material aspects of the System's functionality are restored. (2) Serious: Stratus will acknowledge receipt of the problem within two (2) hours. Stratus will provide CAC services on a priority basis until the System's functionality is restored or a suitable workaround is found. (3) Moderate: CAC services will be provided during local business hours only. Stratus will acknowledge receipt of the problem within four (4) hours. Stratus will use reasonable efforts to resolve the problem or provide a work around within 7 calendar days. (4) Minor: CAC services will be provided during local business hours only. Stratus will acknowledge receipt of the problem within four(4) hours. Minor problems will be corrected in a manner and within a time frame as determined by Stratus in its sole discretion. 2.0 Problem Definitions (1) Critical: A Problem that causes Client's System to become completely unavailable to users. (2) Serious: A Problem that substantially impairs the operation of Client's System. (3) Moderate: A Problem that does not substantially impair System operation. (4) Minor: A Problem that does not impair System Operation. 3.0 Remote System Support and Monitoring: Stratus will provide 7x24 remote system support and monitoring. Client hereby authorizes Stratus and its service representatives or agents, the right to access the Covered System(s) and authorizes Stratus and its representatives or agents to use Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 32 isk -Okk remote diagnostic and support tools in connection with providing such Services. Stratus will provide remote support and monitoring of the System through a secure electronic connection between Client's Covered System and Stratus' CAC using the Stratus Active Service Network ("ASN") provided Client furnishes for Stratus' use, free of charge, all necessary telephone, data and any other communications equipment Stratus requires. All such telephone, data and other equipment must at all times function at optimal levels. Remote System Support means: (1) Hardware Problem auto notification. Client's System will automatically generate a call to Stratus' CAC notifying Stratus of a Hardware failure, (2) Automatic parts replacement: Stratus' CAC will disburse a part replacement based on Client's System's automatically generated calls; (3) An initial response telephone call back, by CAC personnel, during Stratus business hours, within 4 hours of receiving an automatically-generated call; (4) Access to Software downloads, uploads and on-line diagnostic routines; (5) System report auto notification initiated by and relating to Software installations and system reboots. Automatically-generated calls will be routed to the appropriate CAC according to geographic region (eastern or western United States). 4.0 Telephone Support: Stratus will provide to TriTech 7x24, unlimited, toll free access, to the Stratus CAC for assistance with Stratus Software and supported non-Stratus Software expressly listed in Addendum A (individually and/or collectively hereinafter referred to as "Supported Software"). (As noted in this Agreement, Client will first contact TriTech who will in turn contact Stratus.) Stratus technical support engineers will provide root cause problem determination and relief, available Software updates and patches, as well as information and assistance related to Software features. (1) Stratus Software: Stratus will maintain Stratus Software such that it will inter operate with the then Stratus supported release of the Windows 2000 operating system and any third-party Supported Software. (2) Microsoft Windows 2000 Support: For Critical and Serious problems related to the Microsoft Windows 2000 operating system kernel, Stratus will provide priority access to Windows 2000 certified Stratus engineers, who will work collaboratively with Microsoft support personnel to address problems traced to a Microsoft product. 5.0 Active Service Manager Services: TriTech will have access to the following Stratus' 7x24 electronic support services on Client's behalf: (1) Service event call logging and monitoring; (2) Stratus' technical Knowledgebase; (3) Software downloads; (4) Product and service notifications; and (5) Security management. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 32 .•. ... 6.0 Hardware Remedial Services: (1) Advanced Parts Exchange - Next Business Day: Stratus will use commercially reasonable efforts to ship Hardware replacement parts within the same business day of receiving an automatically-generated call through Remote System Support or by way of a Telephone call-in request that is received prior to 5:00 p.m. local time. Restrictions may apply in certain countries. Stratus will pre-pay the cost of shipping the replacement part to Client's location. A next-business-day delivery carrier chosen by Stratus will make shipments. Each replacement part shipment will also include shipping material and a pre-paid freight bill for return of the defective part. Client must return the defective part to Stratus within fourteen (14) calendar days from the date of reported failure. If the defective part has not been returned within said time, Client will be invoiced for the list price of the replacement part shipped. Stratus assumes all risk of loss or damage to parts that are in transit to and from Client's location. (2) On-Site Hardware Support: If Stratus determines that it is necessary to do so, Stratus will provide on-site Hardware support Services at Stratus' cost and expense including labor, parts and material necessary to repair Client's System. (3) Same Day Emergency On-Site Services: Stratus will provide same day emergency on- site service if Client's System experiences a Critical problem and it cannot be recovered through remote support means. (4) Next Business Day On-Site Services: Stratus will provide next business day on-site service if Client's System experiences a Serious problem and cannot be recovered through remote service means. (5) Hardware On-Site Support Services Conditions: (a) Client agrees to render all reasonable assistance and to cooperate fully with Stratus' service representative or agent. Additionally, Client agrees to ensure his/her ability to work without interruption or interference. (b) Upon arrival at the site, subject to Stratus' reasonable judgment, on-site Services will be provided until such time as the System is operational or as long as reasonable progress is being made. Work may be temporarily suspended if additional parts or resources are required, but will resume when they become available. (c) Client will be invoiced for Stratus' travel expenses incurred in traveling to and from a System site located more than one hundred (100) miles [one hundred sixty (160) kilometers] from the nearest Stratus service center. 7.0 Technical Account Management Services: If Client elects to purchase this optional service, Stratus will assign a named technical account manager("NTAM") who will have responsibility to coordinate and deliver services to meet Client's service needs. The NTAM's services will be available weekdays, during local Stratus business hours, excluding local Stratus holidays. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright D 2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 32 A .� ADDENDUM C ASSURED AVAILABILITY PROGRAM GUARANTEE ADDENDUM for ASSURED AVAILABILITY PLUS AND ASSURED AVAILABILITY SERVICE LEVEL COVERED SYSTEMS This Addendum is subject to and made a part of the Service Schedule. It applies to and is available only for Systems covered under the Assured Availability Plus and Assured Availability Service Addendums. All definitions and terms of the Maintenance and Support Agreement and the Service Schedule shall apply to this Addendum. This option must be selected contemporaneously with and at the time of purchase of the Covered System. In the event of conflict, the terms of this Addendum shall prevail. The effective date of this Addendum shall be the Effective Date of the referenced Service Schedule. 1. Service Charge Credit: If the System described in the referenced Service Schedule fails as defined below ("System Failure"),Client will be entitled to a credit against future service payments in a prorated amount equivalent to one month's service charge for the System that experienced the System Failure. 2. General Conditions and Qualification applicable to this Addendum: For purposes of this Addendum and subject to the following qualifications,a System Failure occurs when a Covered System that was previously functioning properly becomes unavailable,rendering Client users unable to use it,provided that: (1) The System Failure must occur during (and as a result of) use of the Covered System exclusively for production purposes as opposed to development purposes. (2) Coverage under this Addendum for systems covered under an Assured Availability Plus Service Level Agreement applies only to the extent that System Failure occurs as the result of Stratus Hardware, Stratus Software, the Stratus supported version(s)of the Microsoft Windows Operating System kernal or other Stratus-Supported Software as listed in the referenced Service Schedule. (3) Coverage under this Addendum for systems covered under an Assured Availability Service Level Agreement applies only to the extent that System Failure occurs as the result of Stratus Hardware, or Stratus Software. The Stratus supported version(s) of the Microsoft Windows Operating System kernel or other Stratus-Supported Software does not apply for coverage. (4) The Covered System must consist exclusively of Stratus-certified hardware components, all of which must have been installed by Stratus or its authorized agent. (5) The Covered System must have been running in the Fully Redundant mode of operation immediately prior to System Failure. Any System running a redundant component in simplex mode is ineligible for coverage under this Option unless and until the component is restored to the fully redundant mode. (6) Coverage is limited to the single System that experienced the System Failure. (7) Coverage does not apply to problems that occur on more than one occasion or that affect more than one System. (8) Coverage does not apply where a System Failure results in connection with: (a) any planned event whether initiated by Stratus or Client, such as a reboot, FCO installation, software upgrade, hardware component installation or de-installation, or a firmware or similar system configuration changes; Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 32 Ir r (b) any planned or unplanned event initiated by Client outside the scope of Client's normal operation or use of the Covered System; (c) known defects or bugs; (d) outages due to security or network problems;or (e) the occurrence of force majeure or other events of the type described in section 6.0 of the Agreement. 3. Stratus'Responsibilities: (1) Stratus will provide Client with notification, in writing or over the Stratus Active Service Network (ASN),of any known condition that could cause availability problem. (2) When appropriate, the Stratus Service Manager will schedule a meeting to discuss qualification and eligibility of a service credit. 4. Client's Responsibilities: (1)Operate the System in fully redundant mode. (2)Determine if there was an availability problem during any calendar month,prior to requesting a service credit. (3) Ensure that all changes to System configuration are made by Stratus or it's Authorized Service Representative. (4) Ensure that Client shall neither install nor authorize the installation on any Covered System of any products, whether hardware or operating system software, that are not Stratus supported products, or products not provided or approved by TriTech. (5)Fully implement(within 14 days of receipt of written notification)any required pre-requisite procedures or software(including without limitation,bug fixes) intended to avoid any known condition that could degrade system availability. (6)Notify TriTech in writing, of any request for service credit. Client will have waived right to any credit under this Addendum if Client fails to notify TriTech of a System Failure within thirty (30)days of the System Failure. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 23 of 32 Afts. .or. ADDENDUM D COLLABORATION SERVICES ADDENDUM This Addendum is subject to and made a part of the Maintenance and Support Agreement and Service Schedule. All definitions and terms of the Maintenance and Support Agreement and the Service Schedule shall apply to this Addendum. In the event of conflict,the terms of this Addendum shall prevail. The effective date of this Addendum shall be the Effective Date of the referenced Service Schedule, unless a different Effective Date is agreed to and listed below. Stratus agrees to provide and Client agrees to pay for the Services as described below. 1. Effective Date:Services hereunder shall begin on -200 2. Service Description: Pursuant to this Addendum Client authorizes Stratus and certain third party vendors to access Client's Covered System(s) through a secure remote connection (SSN), for purposes of remote event management and software issue resolution assistance respecting Customer's third party software applications. Access to Client's Covered System by third party vendor, remotely through the Stratus Service Network is the responsibility of the Client. Stratus will require authorization from Client for all parties requiring access to the Covered system. Stratus' sole responsibility under this Addendum is for providing the common service infrastructure for access by authorized third party vendors to Client's Covered Systems through the Stratus Service Network, and for managing the access sessions of such third party vendors, including the security aspects. 3. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY: NEITHER TRITECH NOR STRATUS MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE ADEQUACY OF SERVICES RENDERED TO CLIENT HEREUNDER BY THIRD PARTIES OR THE RESULTS ACHIEVED, AS THE RESULT OF TRITECHS' OR STRATUS' COLLABORATION WITH SUCH THIRD PARTIES. CLIENT AGREES TO HOLD TRITECH AND STRATUS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, EXPENSES AND LOSSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES) RESULTING FROM ANY ACT OR OMISSION ATTRIBUTABLE TO ANY THIRD PARTY IN CONNECTION WITH THE RENDERING OF SERVICE HEREUNDER. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 24 of 32 i•► Ag. ADDENDUM E ASSURED AVAILABILITY SERVICE LEVEL ADDENDUM This Addendum describes the specific responsibilities, areas of service, fees, and terms applicable to the Covered System(s) listed in the above referenced Service Schedule. All definitions and terms of the Master Service Agreement and the Service Schedule shall apply to this Addendum. In the event of conflict,the terms of this Addendum shall prevail. 1.0 Customer Assistance Centers(CAC) Services Stratus will use best commercial efforts to provide remote and telephone Hardware and Software support beginning within the times described below. Client shall report problems with the Stratus Products directly to TriTech's Technical Services Department by telephone at any of the following numbers: 1 (800) VisiCAD, l (888) VisiCAD, or (858) 799-7050. After determining the nature of the problem, TriTech will contact Stratus. Stratus may respond directly to Client, or to TriTech as deemed appropriate by Stratus,or via the SSN. Response times after notification by TriTech are as follows: (1) Critical: Stratus will acknowledge receipt of the problem within one (1) hour after notification by TriTech. Stratus will provide CAC services on (i) a continuous basis until the System is restored to service and (ii) on a priority basis until a suitable workaround is provided or until all material aspects of the System's functionality are restored. (2) Serious: Stratus will acknowledge receipt of the problem within two (2) hours after notification by TriTech. Stratus will provide CAC services on a priority basis until the System's functionality is restored or a suitable workaround is found. (3) Moderate: CAC services will be provided during local business hours only. Stratus will acknowledge receipt of the problem within four (4) hours after notification by TriTech. Stratus will use reasonable efforts to resolve the problem or provide a work around within 7 calendar days. (4) Minor: CAC services will be provided during local business hours only. Stratus will acknowledge receipt of the problem within four (4) hours after notification by TriTech. Minor problems will be corrected in a manner and within a time frame as determined by Stratus in its sole discretion. 2.0 Problem Definitions (1) Critical: A Problem that causes Client's System to become completely unavailable to users. (2) Serious: A Problem that substantially impairs System operation (3) Moderate: A Problem that does not substantially impair System operation. (4) Minor: A Problem that does not impair the operation of Client's System. It is non- conforming behaviour that can be avoided or ignored. 3.0 Remote System Support and Monitoring: Stratus will provide 7x24 remote system support and monitoring. Client hereby authorize Stratus and its service representatives or agents, the right to Fort Worth Stratus Maintenance and Support Agreement V2 Copyright O 2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 32 .r •► access the Covered System(s) and authorizes Stratus and its representatives or agents to use remote diagnostic and support tools in connection providing such Services. Stratus will provide remote support and monitoring of the System through a secure electronic connection between Client's Covered System and Stratus' CAC using the Stratus Active Service Network (ASN) provided Client furnishes for Stratus' use, free of charge, all necessary telephone, data and any other communications equipment Stratus requires. All such telephone, data and other equipment must at all times function at optimal levels. Remote System Support means: (1) Hardware Problem auto notification. Client's System will automatically generate a call to Stratus' CAC notifying Stratus of a Hardware failure, (2) Automatic parts replacement: Stratus' CAC will disburse a part replacement based on Client's System's automatically generated calls; (3) An initial response telephone call back, by CAC personnel, during Stratus business hours, within 4 hours of receiving an automatically-generated call; (4) Access to Software downloads, uploads and on-line diagnostic routines; (5) System reports initiated by and relating to Software installations and system reboots. 4.0 Telephone Support: Stratus will provide to TriTech 7x24, unlimited, toll free access, to the Stratus CAC for assistance with Stratus Software and supported non-Stratus Software expressly listed in a Service Schedule (individually and/or collectively hereinafter referred to as "Supported Software"). (As noted in this Agreement, Client will first contact TriTech who will in turn contact Stratus.) Stratus technical support engineers will provide root cause determination and relief, available Software updates and patches, as well as information and assistance related to Software features. (1) Stratus Software: Stratus will maintain Stratus Software such that it will inter operate with the then Stratus supported release of the Windows 2000 operating system and any then-third-party Supported Software. (2) Problem Tracking for Microsoft and non- supported third-party software: Stratus shall have no responsibility for problems arising with Microsoft and non-supported third party software. If, during the course of Problem resolution, it is determined that the Problem lies with such non-supported Software, Stratus will redirect Customer to original manufacturer or supplier of that software. 5.0 Active Service Manager Services: TriTech will have access to the following Stratus' 7x24 electronic support services on Client's behalf: (1) Service event call logging and monitoring; (2) Stratus' technical Knowledgebase; (3) Software downloads; (4) Product and service notifications; and (5) Security management Fort Worth Stratus Maintenance and Support Agreement V2 Copyright O 2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 26 of 32 r .► 6.0 Hardware Remedial Services (1) Advanced Parts Exchange - Next Business Day: Stratus will use commercially reasonable efforts to ship Hardware replacement parts within the same business day of receiving an automatically-generated call through Remote System Support or by way of a Telephone call- in request that is received prior to 5:00 p.m. local time. Restrictions may apply in certain countries. Stratus will pre-pay the cost of shipping the replacement part to Client's location. A next-business-day delivery carrier chosen by Stratus will make shipments. Each replacement part shipment will also include shipping material and a pre-paid freight bill for return of the defective part. Client must return the defective part to Stratus within fourteen (14) calendar days from the date of reported failure. If the defective part has not been returned within said time, Client will be invoiced for the list price of the replacement part shipped. Stratus assumes all risk of loss or damage to parts that are in transit to and from your location. (2) On-Site Hardware Support: If Stratus determines that it is necessary to do so, Stratus will provide on-site Hardware support Services at Stratus' cost and expense including labor, parts and material necessary to repair Client's System. (3) Same Day Emergency On-Site Services: Stratus will provide same day emergency on-site service if Client's System experiences a Critical problem and it cannot be recovered through remote support means. (4) Next Business Day On-Site Services: Stratus will provide next business day on-site service if Client's System experiences a Serious problem and cannot be recovered through remote service means. (5) Hardware On-Site Support Services Conditions: (a) Client agrees to render all reasonable assistance and to cooperate fully with Stratus' service representative or agent. Additionally, Client agrees to ensure his/her ability to work without interruption or interference. (b) Upon arrival at the site, subject to Stratus' reasonable judgment, on-site Services will be provided until the System is operational or as long as reasonable progress is being made. Work may be temporarily suspended if additional parts or resources are required, but will resume when they become available. (c) Client will be invoiced for Stratus' travel expenses incurred in traveling to and from a System site located more than one hundred (100) miles [one hundred sixty (160) kilometers] from the nearest Stratus service center. 7.0 Technical Account Management Services: If Client elects to purchase this optional service, Stratus will assign a named technical account manager("NTAM") who will have responsibility to coordinate and deliver services to meet Client's service needs. The NTAM's services will be available weekdays, during local Stratus business hours,excluding local Stratus holidays. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 27 of 32 AW ..lk ADDENDUM F SYSTEM AVAILABILITY SERVICE LEVEL ADDENDUM This Addendum describes the specific responsibilities, areas of service, fees, and terms applicable to the Covered System(s) listed in the above referenced Service Schedule. All definitions and terms of the Master Service Agreement and the Service Schedule shall apply to this Addendum. In the event of conflict, the terms of this Addendum shall prevail. 1.0 Customer Assistance Centers(CAC) Services Stratus will use best commercial efforts to provide remote and telephone Hardware and Software support beginning within the times described below. Client shall report problems with the Stratus Products directly to TriTech's Technical Services Department by telephone at any of the following numbers: 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. After determining the nature of the problem, TriTech will contact Stratus. Stratus may respond directly to Client, or to TriTech as deemed appropriate by Stratus, or via the SSN. Response times after notification by TriTech are as follows: (1) Critical: Stratus will acknowledge receipt of the problem within two (2) hours after notification by TriTech. Stratus will provide CAC services on (i) a continuous basis until the System is restored to service and (ii) on a priority basis until a suitable workaround is provided or until all material aspects of the System's functionality are restored. (2) Serious: Stratus will acknowledge receipt of the problem within six (6) hours after notification by TriTech. (3) Moderate and Minor: Stratus will acknowledge receipt of the problem during local business hours. 2.0 Problem Definitions (1) Critical: A Problem that causes Client's System to become completely unavailable to users. (2) Serious: A Problem that substantially impairs System operation (3) Moderate: A Problem that does not substantially impair System operation. (4) Minor: A Problem that does not impair the operation of Client's System. It is non- conforming behaviour that can be avoided or ignored. 4.0 Remote System Support and Monitoring: Stratus will provide 7x24 remote system support and monitoring. Client hereby authorize Stratus and its service representatives or agents, the right to access the Covered System(s) and authorizes Stratus and its representatives or agents to use remote diagnostic and support tools in connection providing such Services. Stratus will provide remote support and monitoring of the System through a secure electronic connection between Client's Covered System and Stratus' CAC using the Stratus Active Service Network (ASN) provided Client furnishes for Stratus' use, free of charge, all necessary telephone, data and any other communications equipment Stratus requires. All such telephone, data and other equipment must at all times function at optimal levels. Remote System Support means: Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 28 of 32 ,i► .r (1) Hardware Problem auto notification. Client's System will automatically generate a call to Stratus' CAC notifying Stratus of a Hardware failure, (2) Automatic parts replacement: Stratus' CAC will disburse a part replacement based on Client's System's automatically generated calls; (3) An initial response telephone call back, by CAC personnel, during Stratus business hours, within 4 hours of receiving an automatically-generated call; (4) Access to Software downloads, uploads and on-line diagnostic routines; (5) System reports initiated by and relating to Software installations and system reboots. 4.0 Telephone Support: Stratus will provide to TriTech 7x24, unlimited, toll free access, to the Stratus CAC for assistance with Stratus Software and supported non-Stratus Software expressly listed in a Service Schedule (individually and/or collectively hereinafter referred to as "Supported Software"). (As noted in this Agreement, Client will first contact TriTech who will in turn contact Stratus.) Stratus technical support engineers will provide root cause determination and relief, available Software updates and patches, as well as information and assistance related to Software features. (1) Stratus Software: Stratus will maintain Stratus Software such that it will inter operate with the then Stratus supported release of the Windows 2000 operating system and any then-third-party Supported Software. (2) Problem Tracking for Microsoft and non- supported third-party software: Stratus shall have no responsibility for problems arising with Microsoft and non-supported third party software. If, during the course of Problem resolution, it is determined that the Problem lies with such non-supported Software, Stratus will redirect Customer to original manufacturer or supplier of that software. 5.0 Active Service Manager Services:TriTech will have access to the following Stratus' 7x24 electronic support services on Client's behalf: (1) Service event call logging and monitoring; (2) Stratus' technical Knowledgebase; (3) Software downloads; (4) Product and service notifications; and (5) Security management 8.0 Hardware Remedial Services (1) Advanced Parts Exchange - Next Business Day: Stratus will use commercially reasonable efforts to ship Hardware replacement parts within the same business day of receiving an automatically-generated call through Remote System Support or by way of a Telephone call- in request that is received prior to 5:00 p.m. local time. Restrictions may apply in certain countries. Stratus will pre-pay the cost of shipping the replacement part to Client's location. A next-business-day delivery carrier chosen by Stratus will make shipments. Each replacement part shipment will also include shipping material and a pre-paid freight bill for return of the defective part. Client must return the defective part to Stratus within fourteen (14) calendar days from the date of reported failure. If the defective part has not been Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 29 of 32 I\ i returned within said time, Client will be invoiced for the list price of the replacement part shipped. Stratus assumes all risk of loss or damage to parts that are in transit to and from your location. Hardware On-Site Support Services Conditions: (a) Client agrees to render all reasonable assistance and to cooperate fully with Stratus' service representative or agent. Additionally, Client agrees to ensure his/her ability to work without interruption or interference. (b) Upon arrival at the site, subject to Stratus' reasonable judgment, on-site Services will be provided until the System is operational or as long as reasonable progress is being made. Work may be temporarily suspended if additional parts or resources are required, but will resume when they become available. (c) Client will be invoiced for Stratus' travel expenses incurred in traveling to and from a System site located more than one hundred (100) miles [one hundred sixty (160) kilometers] from the nearest Stratus service center. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 30 of 32 ADDENDUM G OPTIONAL SERVICES ADDENDUM Optional Services are additional on-site and technical support services. All definitions and terms of the Maintenance and Support Agreement and the Service Schedule shall apply to this Addendum. In the event of conflict, the terms of this Addendum shall prevail. These services are provided as part of a Service Schedule and not available on a stand-alone basis. The service charges are set forth in the Service Schedule and are subject to payment under the terms and conditions in Section 3 of the Maintenance and Support Agreement. Optional Serves;»K%knded<Oq-Slte Parts Re lace nt Extended Business Hours Field Service FRU Replacement(12x5x220) Extended Business Hours Field Service FRU Replacement(24x5x220) Saturday Field Service FRU Replacement(8x6) Weekend/Holiday Field Service FRU Replacement(8x7x365) Weekend/Holiday Field Service FRU Replacement(24x7x365) Full CRU/FRU Onsite Replacement,Normal Service Levels(8x5) Full CRU/FRU Onsite Replacement,Normal Service Levels(24x5) Full CRU/FRU Onsite Replacement,Normal Service Levels (240) Expedited Parts Delivery (hitional Sal cAdditio :tel. pl�tirt r3'i Technical Account Manager *100%Availability Program Guarantee *Collaboration Services * The 100% Availability Program Guarantee is only available for Systems that are placed under an Assured Availability Plus Service Level Addendum or Assured Availability Service Level Addendum subject to the terms and conditions set forth in the applicable addendum. The Collaboration Services are only available for Systems that are placed under an Assured Availability Plus Service Level Addendum and subject to the terms and conditions set forth in the Collaboration Services Addendum. Optional Services: (1) Extended On-Site Parts Replacement. (a) Extended On-Site Parts Replacement provides after normal business hours coverage, beyond the defined coverage provided in the Service Level Addendum, of on-site parts replacement for ftServer components. Stratus will schedule time to go to Client's site to replace a Customer Replaceable Unit and/or a Field Replaceable Unit based on the hours of coverage selected. (b)By selecting one or more of the above Optional Services for extended on-site parts replacement in the Service Schedule,Client agrees to purchase and Stratus agrees to provide Client with the Extended On- Site Parts Replacements Services as selected by Client for the System covered by that Service Schedule.The availability of Optional Services may vary from country to country. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 31 of 32 IW Ask (2) Additional Technical Support Services (a) Technical Account Manager coordinates and delivers services to meet Client's service needs. This service is available weekdays,during local Stratus business hours,excluding local Stratus holidays. (b) The 100%Availability Guarantee Program is a service option providing for continuous availability for the Covered System, its associated Stratus Software the Microsoft Windows 2000 Kernel. This option is a core component of the Business Critical Service offering and is Stratus' commitment to focus and drive assured availability. This option is available only at time of System purchase. (c) Collaboration Services enables Client, through the Stratus infrastructure, to allow a third party vendor to remotely connect to Client's ftServer system, in conjunction with Stratus, to review and respond to Client issues. This service is provided on a per license charge. Fort Worth Stratus Maintenance and Support Agreement V2 Copyright©2003 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 32 of 32 r ADDENDUM E TRITECH MASTER PREFERRED SOURCE CODE ESCROW AGREEMENT (ATTACHED) With respect to the City of Fort Worth's enrollment as a Preferred Beneficiary, the following sections of the Escrow Agreement will be reviewed and negotiated at the time of the City's enrollment. Any changes must be at the mutual agreement of TriTech, the City of Fort Worth, and Iron Mountain Intellectual Property Management. 7. General Indemnity 13. General (d) Choice of Law. (1) Attorney's Fees. (n) Disputes. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 64 of 66 MASTER THREE—PARTY ESCROW SERVICE AGREEMENT Master Deposit Account Number: 1. Introduction. This Escrow Service Agreement(the"Agreement")is entered into by and between TriTech Software Systems,located at 9860 Mesa Rim Road,San Diego,CA 92121 (check either®"Depositor"or ❑"Beneficiary")and its affiliates and subsidiaries,and by any additional party signing the Acceptance Form attached as Exhibit E to this Agreement(check either❑"Depositor"or®"Beneficiary")and by Iron Mountain Intellectual Property Management,Inc.("Iron Mountain")on this_day of _ ,2006(the"Effective Date"). Beneficiary,Depositor,and Iron Mountain may be referred to individually as a"Party"or collectively as the"Parties"throughout this Agreement. The use of the term"Services"in this Agreement shall refer to Iron Mountain Services that facilitate the creation, management,and enforcement of software and/or other technology escrow accounts as described in Exhibit A attached hereto. A Party shall request Services under this Agreement(i)by submitting a work request associated for certain Iron Mountain Escrow Services via the online portal maintained at the Website located at www.ironmountainconnect.com or any other Websites or Web pages owned or controlled by Iron Mountain that are linked to that Website(collectively the "Iron Mountain Website"),or(ii)by submitting a written work request attached hereto as Exhibit A(each,individually, a"Work Request"). The Parties desire this Agreement to be supplementary to the License Agreement and pursuant to Chapter I 1 United States[Bankruptcy]Code,Section 365(n). 2. Depositor Responsibilities. (a) Depositor shall provide all information designated as required to fulfill a Work Request("Required Information") and may also provide other information("Optional Information")at their discretion to assist Iron Mountain in the fulfillment of requested Services. (b) Depositor must authorize and designate one or more persons whose action(s)will legally bind the Depositor ("Authorized Person(s)"who shall be identified in the Authorized Person(s)/Notices Table of this Agreement)and who may manage the Iron Mountain escrow account through the Iron Mountain Website or via written Work Request. Authorized Person(s)will maintain the accuracy of their name and contact information provided to Iron Mountain during the Term of this Agreement(the"Depositor Information"). (c) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement("Deposit Material")to Iron Mountain within ninety(90)days of the Effective Date. Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one(1)complete and functional copy of Deposit Material is deposited with Iron Mountain at all times. At the time of each deposit or update,Depositor will provide an accurate and complete description of all Deposit Material sent to Iron Mountain via the Iron Mountain Website or using the form attached hereto as Exhibit B. (d) Depositor consents to Iron Mountain's performance of any level(s)of verification Services described in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor(who shall be bound by the same confidentiality obligations as Iron Mountain and who shall not be a direct competitor to either Depositor or Beneficiary)to provide such Services as needed. (e) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made alter their deposit will not prohibit,limit,or alter the rights and obligations of Iron Mountain under this Agreement; (f) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. (g) Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services;and (h) Depositor warrants that Iron Mountain's use of the Deposit Material or other materials supplied by Depositor to perform the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. Depositor agrees to use commercially reasonable efforts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Iron Mountain by providing its facilities,computer software systems,and technical personnel for verification Services whenever reasonably necessary. MA3-100105 NA Page 1 of 16 r► Ata► 3. Beneficiary Responsibilities. (a) Beneficiary shall provide all information designated as required to fulfill any Beneficiary Work Request("Required Information")and may also provide other information("Optional Information")at their discretion to assist Iron Mountain in the fulfillment of requested Services. (b) Beneficiary must authorize and designate one or more persons whose action(s)will legally bind the Beneficiary ("Authorized Person(s)"who shall be identified in the Authorized Person(s)/Notices Table of this Agreement)who shall manage the Iron Mountain escrow account through the Iron Mountain Website or via written Work Request. Authorized Person(s)will maintain the accuracy of their name and contact information provided to Iron Mountain during the Term of this Agreement(the"Beneficiary Information"). (c) Beneficiary acknowledges,in the absence of a Work Request for verification Services,that it assumes all responsibility for the completeness and/or functionality of all Deposit Material. Beneficiary may submit a verification Work Request to Iron Mountain for one of more of the Services defined in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such Services. (d) Beneficiary warrants that Iron Mountain's use of any materials supplied by Beneficiary to perform the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. 4. Iron Mountain Responsibilities. (a) Iron Mountain agrees to use commercially reasonable efforts to provide the Services requested by authorized Depositor and Beneficiary representatives in a Work Request. Iron Mountain may reject a Work Request(in whole or in part)that does not contain all Required Information at any time upon notification to the Party originating the Work Request. (b) Iron Mountain will conduct a deposit inspection upon receipt of any Deposit Material and associated Exhibit B. if Iron Mountain determines that the Deposit Material does not match the description provided by Depositor represented in Exhibit B attached hereto,Iron Mountain will provide Depositor with notice by electronic mail,telephone,or regular mail of such discrepancies. Iron Mountain will work directly with the Depositor to resolve any such discrepancies prior to accepting Deposit Material. Iron Mountain will provide Depositor with notice from time to time during the first ninety(90)days from the Effective date as a reminder that submission of initial Deposit Material is required. Iron Mountain may also send notices every ninety(90)days thereafter to Depositor and/or Beneficiary related to Deposit Material activity if such Services are requested in a Work Request. (c) Iron Mountain will provide notice by electronic mail,telephone,or regular mail to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement. (d) Iron Mountain will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work("SOW"). Iron Mountain and the requesting Party will mutually agree in writing to a SOW on the following terms and conditions that include but are not limited to:description of Deposit Material to be tested;description of verification testing;requesting Party responsibilities;Iron Mountain responsibilities;Service Fees;invoice payment instructions;designation of the Paying Party;designation of authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information;and description of any final deliverables prior to the start of any fulfillment activity. After the start of fulfillment activity,each SOW may only be amended or modified in writing with the mutual agreement of both Parties,in accordance with the change control procedures set forth therein. (e) Iron Mountain will hold and protect all Deposit Material in physical and/or electronic vaults that are either owned or under the direct control of Iron Mountain. (f) Iron Mountain will permit the replacement and/or removal of previously submitted Deposit Material upon Work Request that may be subject to the written joint instructions of the Depositor and Beneficiary. (g) Iron Mountain will strictly follow the procedures set forth in Exhibit C attached hereto to process any Beneficiary Work Request to release Deposit Material. 5. Payment. The Paying Party shall pay to Iron Mountain all fees as set forth in the Work Request form attached hereto as Exhibit A ("Service Fees"). Except as set forth below,all Service Fees are due to Iron Mountain within thirty(30)calendar days from the date of invoice in U.S.currency and are non-refundable. Iron Mountain may update Service Fees with a ninety (90)calendar day written notice to the Paying Party during the Term of this Agreement. The Paying Party is liable for any taxes related to Services purchased under this Agreement or shall present to Iron Mountain an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice,to the extent possible. Any Service Fees not collected by Iron Mountain when due shall bear interest until paid at a rate of 1.25%per month(I5%per annum)or the maximum rate permitted by law,whichever is less. Delinquent accounts may be referred to MA3-100105 NA Page 2 of 16 i+► Ad'► a collection agency at the sole discretion of Iron Mountain. Notwithstanding,the non-performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement,Iron Mountain is entitled to be paid all Service Fees that accrue during the Term of this Agreement. All Service Fees will not be subject to offset except as specifically provided hereunder. 6. Term and Termination. (a) The initial"Term"of this Agreement is for a period of one(1)year from the Effective Date and will automatically renew for additional one(1)year Terms and continue in full force and effect until one of the following events occur: (i)Depositor and Beneficiary provide joint written instructions of their intent to cancel this Agreement within sixty (60)days to Iron Mountain;(ii)Beneficiary provides a sixty(60)day written notice regarding cancellation of this Agreement to both Depositor and Iron Mountain;or(iii)Iron Mountain provides a sixty(60)day written notice to the Depositor and Beneficiary Authorized Persons that it can no longer perform the Services under this Agreement. (b) In the event this Agreement is terminated under Sections 6(a)(i)or 6(a)(iii)above,Depositor and Beneficiary may provide Iron Mountain with joint written instructions authorizing Iron Mountain to forward the Deposit Material to another escrow company and/or agent or other designated recipient. If Iron Mountain does not receive joint written instructions within sixty(60)calendar days after the date of the notice of termination,Iron Mountain shall return or destroy the Deposit Material. (c) In the event of the nonpayment of Service Fees owed to Iron Mountain,Iron Mountain shall provide all Parties to this Agreement with notice by electronic mail and/or regular mail. Any Party to this Agreement shall have the right to make the payment to Iron Mountain to cure the default. If the past due payment is not received in full by Iron Mountain within thirty(30)calendar days of the date of such notice,then Iron Mountain shall have the right to terminate this Agreement at any time thereafter by sending notice by electronic mail and/or regular mail of termination to all Parties. Iron Mountain shall have no obligation to take any action under this Agreement so long as any Iron Mountain invoice issued for Services rendered under this Agreement remains uncollected. 7. General Indemnity. Each Party shall defend,indemnify and hold harmless the others,their corporate affiliates and their respective officers, directors,employees,and agents and their respective successors and assigns from and against any and all claims,losses, liabilities,damages,and expenses(including,without limitation,reasonable attorneys'fees),arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its subcontractors,or the officers, directors,employees,agents,successors and assigns of any of them. 8. Warranties. (a) Iron Mountain. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION,ALL EXPRESS OR IMPLIED CONDITIONS,REPRESENTATIONS,AND WARRANTIES INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,SATISFACTORY QUALITY,AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE,OR TRADE PRACTICE,ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY IRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION I I HEREIN. (b) Depositor. Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Depositor Information during the Term of this Agreement. (c) Beneficiary. Beneficiary warrants that all Beneficiary Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Beneficiary Information during the Term of this Agreement. 9. Insurance. Iron Mountain shall,at its sole cost and expense,throughout the term of this Agreement,procure and maintain in full force and effect,the following insurance coverage,with an insurance carrier that is rated B+or better by A.M. Best. MA3-100105 NA Page 3 of 16 Auk AdIRk TYPE OF INSURANCE COVERAGE AMOUNT TYPE OF INSURANCE COVERAGE AMOUNT General Liability $2,000,000 General Aggregate Crime Insurance $2,000,000 Each Occurrence General Liability $1,000,000 Each Occurrence Umbrella Coverage 55,000,000 General Aggregate Professional Liability $1,000,000 Each Occurrence All certificates of insurance shall name the Parties as additional beneficiaries with respect to General Liability coverage. All certificates of insurance shall require that the Parties be provided with advance written notice of cancellation of the stated coverage,and Iron Mountain shall request that its insurer use its best efforts to provide at least thirty(30)days' advance written notification of such cancellation. 10. Confidential Information. Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as provided in this Agreement Iron Mountain shall not disclose,transfer,make available or use the Deposit Material. Iron Mountain shall not disclose the terms of this Agreement to any third Party. If Iron Mountain receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Material,Iron Mountain will immediately notify the Parties to this Agreement unless prohibited by law. It shall be the responsibility of Depositor and/or Beneficiary to challenge any such order;provided,however,that Iron Mountain does not waive its rights to present its position with respect to any such order. Iron Mountain will not be required to disobey any order from a court or other judicial tribunal,including,but not limited to,notices delivered pursuant to Section 13(g)below. 11. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN,ALL LIABILITY,IF ANY,WHETHER ARISING IN CONTRACT,TORT(INCLUDING NEGLIGENCE)OR OTHERWISE,OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED TO IRON MOUNTAIN UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS,SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSITS. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR:(I)ANY CLAIMS OF INFRINGEMENT OF ANY PATENT,COPYRIGHT,TRADEMARK OR OTHER PROPRIETARY RIGHT;(II) LIABILITY FOR DEATH OR BODILY INJURY;(III)DAMAGE TO TANGIBLE PROPERTY(EXCLUDING THE DEPOSIT ITEMS);(IV)THEFT;OR(V)PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 12. Consequential Damages Waiver. IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES,LOST PROFITS OR LOST DATA OR INFORMATION,ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES,OR ANY OTHER INDIRECT DAMAGES,WHETHER ARISING IN CONTRACT,TORT(INCLUDING NEGLIGENCE)OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES. 13. General. (a) Incorporation of Work Requests. All Depositor and/or Beneficiary Work Requests are incorporated into this Agreement.Any Work Requests submitted for an additional deposit account("Auxiliary Deposit Account")will be incorporated by reference into this Agreement and governed by the same terms and conditions that govern the initial deposit account("Initial Deposit Account"). (b) Purchase Orders. The terms and conditions of this Agreement prevail regardless of any conflicting or additional terms on any Purchase Order or other correspondence for any Initial Deposit Account or Auxiliary Deposit Account. Any contingencies or additional terms contained on any Purchase Order are not binding upon Iron Mountain. All Purchase Orders are subject to approval and acceptance by Iron Mountain. (c) Right to Make Copies. Iron Mountain shall have the right to make copies of all Deposit Material as reasonably necessary to perform this Agreement. Iron Mountain shall copy all copyright,nondisclosure,and other proprietary notices and titles contained on Deposit Material onto any copies made by Iron Mountain. Any copying expenses incurred by Iron Mountain as a result of a Work Request to copy will be bome by the Party requesting the copies. Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material in order for Iron Mountain to perform this Agreement. (d) Choice of Law. The validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of Califomia,United States of America,as if performed wholly within the state and without giving effect to the principles of conflicts of laws. MA3-100105 NA Page 4 of 16 AW .� (e) Right to Rely on Instructions. Iron Mountain may act in reliance upon any instruction,instrument,or signature reasonably believed by Iron Mountain to be genuine. Iron Mountain may assume that any employee of a Party to this Agreement who gives any written notice,request,or instruction has the authority to do so. Iron Mountain will not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document. Iron Mountain shall not be responsible for failure to act as a result of causes beyond the reasonable control of Iron Mountain. (f) Force Maieure. Except for the obligation to pay monies due and owing,no Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control,including without limitation acts of God,earthquake,labor disputes,shortages of supplies,riots,war,acts of terrorism,fire,epidemics,or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. (g) Notices. All notices regarding Exhibit C shall be sent by commercial express mail. All other correspondence, including invoices,payments,and other documents and communications,shall be sent by(i)electronic mail;(ii)via regular mail to the Parties at the addresses specified in the Authorized Persons/Notices Table which shall include the title(s)of the individual(s)authorized to receive notices;or(iii)via the online portal maintained at the Iron Mountain Website. It shall be the responsibility of the Parties to notify each other as provided in this Section in the event of a change of physical or e-mail addresses. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice or last known address of the other Parties that is relied on herein that is refused,unclaimed,or undeliverable because of an act or omission of the Party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused,unclaimed,or deemed undeliverable by electronic mail,the postal authorities by mail,through messenger or commercial express delivery services. (h) No Waiver. No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any other right under this Agreement. (i) Assilzriment. No assignment of this Agreement by Depositur and/or Beneficiary or any rights or obligations of Depositor and/or Beneficiary under this Agreement is permitted without the written consent of Iron Mountain,which shall not be unreasonably withheld or delayed. 0) Severability. In the event any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction,such term(s)shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing,if this paragraph becomes applicable and,as a result,the value of this Agreement is materially impaired for either Party,as determined by such Party in its sole discretion,then the affected Party may terminate this Agreement by notice to the others. (k) Independent Contractor Relationship. Depositor and Beneficiary understand,acknowledge,and agree that Iron Mountain's relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a partnership,joint venture,or employment relationship. (1) Attorneys'Fees. In any suit or proceeding between the Parties relating to this Agreement,the prevailing Party will have the right to recover from the other(s)it's costs and reasonable fees and expenses of attorneys,accountants,and other professionals incurred in connection with the suit or proceeding,including costs,fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement,and shall survive and not be merged into any such judgment. (m) No Agency. No Party has the right or authority to,and shall not,assume or create any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever. (n) Disputes. Any dispute,difference or question relating to or arising among any of the Parties concerning the construction,meaning,effect or implementation of this Agreement or any Party hereof will be submitted to,and settled by arbitration by a single arbitrator of the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by the Parties,arbitration will take place in San Diego,California,U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. Service of a petition to confimi the arbitration award may be made by regular mail or by commercial express mail,to the attorney for the Party or,if unrepresented,to the Party at the last known business address. If however,Depositor and/or Beneficiary refuse to submit to arbitration,the matter shall not be submitted to arbitration and Iron Mountain may submit the matter to any court of competent jurisdiction for an interpleader or similar action. Unless adjudged otherwise,any costs of arbitration incurred by Iron Mountain,including reasonable attorney's fees and costs,shall be divided equally and paid by Depositor and Beneficiary. (o) Regulations. All Parties are responsible for and warrant-to the extent of their individual actions or omissions- compliance with all applicable laws,rules and regulations,including but not limited to:customs laws;import;export MA3-100105 NA Page 5 of 16 Aga. .ft and re-export laws;and government regulations of any country from or to which the Deposit Material may be delivered in accordance with the provisions of this Agreement. (p) Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be an original,but all of which together shall constitute one instrument. (q) Survival. Sections 6(Term and Termination),7(General Indemnity), 8 (Warranties), 10(Confidential Information), I l (Limitation of Liability), 12(Consequential Damages Waiver),and 13(General)of this Agreement shall survive termination of this Agreement or any Exhibit attached hereto. NOTE: SIGNATURE BLOCKS,AUTHORIZED PERSONS/NOTICES TABLE,AND BILLING CONTACT INFORMATION TABLE FOLLOW ON THE NEXT PAGE MA3-100105 NA Page 6 of 16 i•► '" The Parties agree that this Agreement is the complete agreement between the Parties hereto concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions,understandings,agreements,representations,or warranties,expressed or implied,which are not specified herein. Each of the Parties herein represents and warrants that the execution,delivery,and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. This Agreement may only be modified by mutual written agreement of the Parties. Note: If contracting electronically via the online portal,clicking the"I Accept"button displayed as part of the ordering process,evidences❑"Depositor's"or❑"Beneficiary's"agreement to the preceding terms and conditions(the "Agreement"). If you are entering into this Agreement via the online portal on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions,in which case the terms"you" or"your"shall refer to such entity. if you do not have such authority,or if you do not agree with these terms and conditions,you must select the"I Decline"button. CHOOSE ONE: ®DEPOSITOR or❑BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SIGNATURE: SIGNATURE: PRINT NAME: Christopher D.Maloney PRINT NAME: TITLE: President and CEO TITLE: DATE: j G- DATE: EMAIL ADDRESS chris.maloney@tritech.com EMAIL ADDRESS: i neon tsia ironmet.ntain.com AUTHORIZED PERSON(S)/NOTICES TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME: Roxanne Lerner PRINTNAME: TITLE: Contracts&Proposals Mgr TITLE: EMAILADDRESS roxanne.lerner@tritech.com EMAIL ADDRESS STREET ADDRESS 1 9860 Mesa Rim Road STREET ADDRESS 1 PROVINCE/CITY/STATE San Diego,CA PROVINCE/CITY/STATE POSTAL/ZIP CODE 92121 POSTAI/ZIP CODE PHONE NUMBER 858.799.7372 PHONE NUMBER FAx NUMBER 858.799.7015 FAx NUMBER BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME: Roxanne Lerner TITLE: Contracts&Proposals Mgr. Approved as to Operational Content: EMAIL ADDRESS roxanne.lerner@tritech.com Iron Mountain Operations STREET ADDRESS 1 9860 Mesa Rim Road 1�. ., A yam, PROVINCE/CITY/STATE San Dlego,CA Name:Karen Gustave POSTAL/ZIP CODE 92121 Contracts Administrator Date. July 14.2006 PHONE NUMBER 858.799.7372 FAx NUMBER 858.799.7015 IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. All notices should be sent to ipmcun[racts:io.iruumuunt iin.cum OR Iron Mountain,Attn:Contract Administration,2100 Norcross Parkway,Suite 150,Norcross,Georgia,30071,USA, MA3-100105 NA Page 7 of 16 ate. u u u u U U U U m U U U > Ems,. y y C1 R7 R7 R7 C C O CLl Z1 Cq .V d y L Y �a� El ❑ ❑ ❑ Q aC ❑m ❑m ❑ ❑ ❑ °6 6° U U 6 C a a a a s a s a z � o d a O O O L L O O O Y y4j Q� a` .O A D C D d t U ❑ ❑ ❑ ❑ ❑ El ❑ ❑ ❑ ❑ V a co 3 0 h h < < < < o a a _ a � z z v v w h Q z z r r o � o V 60 o co fA im GA z z as a 0 `o u � a O L C C T C V• : v t m rJ' 7,- Z5 72 w a.. 3 •` gs `m- �` t c C 6 cc 3 3 c t u = $ F,2 It ° E Vi o f o a.t a L .0 3 LU '.,^� o rn c c c ''u E �'a •` O a o - m8 o O c G u $ T T u u a C dC C ri C G _ C p C L L y U L A O E F% Fu o E o m ''- .y�0 `. a 3 �' u y u u m c m 'c' c O .7a m ❑ F^ F= E m o ' ° o y u r c i d ; a 6 6 m1iz G p O C 4: � O u >, a z w nom. �-922 o E9 m ? - 9 a g ¢ .t`. a0 E O m m y'm o u3 u 3 > � 6 � 3 m^m ❑ ? ` 9¢ u � u.o.v e � " � u � �'t s a C o s E u ; o v e e IuI.�� f ° m E = a o o W u V -` f =U 3 m o 5— S �, 3 c' 3 A 3 3 m3 = 3 3 e"5 U.m e 5 o e E g � 3 e �^ ca',�—'- e 0 e 0 e 5 e E 5 ❑ a �e CO ooa O C C > •> V d O 6 CL e W L it e< ami ZCL y a. S. _ a y e a < a7 a ate+ o •� a 7 7 LFL 4 7a C CC da7 FC i?a '•OO -lug w 6v 92. GJCai 9a i Cl)b ❑ =e z ❑< ❑ ❑ ❑U < ❑F <tU E 0 ❑ ❑ 0 ❑p A z Co 2 A016 VERIFICATION SERVICES OPTIONS 1. File Comparison and Analysis. 1.1. This series of verification tests provides insight into whether the materials that have been deposited have basic information in a form that allows for additional testing to be performed. These tests detect errors that often inhibit effective use of the escrow deposit. 1.2. Steps include:Analyzing deposit media readability,file listing,creation of file classification table,virus scan,assurance of completed deposit questionnaire,analysis of completed deposit questionnaire. 1.3. Deliverables:At completion of testing,Iron Mountain will distribute a report to all parties detailing Iron Mountain's results. This report will include readability results,file listing,file classification table(s),virus scan results,completed deposit questionnaire,and an analysis of the completed deposit questionnaire. 2. Deposit Compile Test. 2.1. This series of tests includes a standard effort to compile the Deposit Material and build executable code. 2.2. Steps include:Analyzing deposit media readability,file listing,creation of file classification table,virus scan,assurance of completed deposit questionnaire,analysis of completed deposit questionnaire,recreating the Depositor's software development environment,compiling source files and modules,linking libraries and recreating executable code,passifail determination,creation of comprehensive build instructions. 2.3. Deliverables:Iron Mountain will provide a report detailing the steps necessary to recreate the software/hardware development environment,problems encountered with testing,and Iron Mountain's analysis of the deposit.In addition,the report will list required software development materials,including,without limitation,required source code languages and compilers,third-Party software,libraries,operating systems,and hardware,as well as Iron Mountain's analysis of the deposit. When identifying materials required to re-create Depositor's software development environment,Iron Mountain will f elv on information provided in Depositor's completed questionnaire(obtained via a Iron Mountain verification representative)and/or information gathered during Iron Mountain's testing experience. 2.4. Deposit Usability Test. 2.5. This series of tests includes testing the functionality of the compiled Deposit Material(in a production setting or similar environment)and can be accomplished through one of the following two options: 2.5.1. Binary Comparison—a comparison of the files built from the Deposit Compile Test to the actual licensed technology on the customer's site to ensure a full match in file size. 2.5.2. Full Usabilitv Test—a confirmation that the built applications work properly when installed. 2.5.3. Services may be provided by Iron Mountain or individuals or organizations employed by or under contract with Iron Mountain,at the discretion of Iron Mountain. MA3-100105 NA Page 9 of 16 /A► Am. EXHIBIT B DEPOSIT MATERIAL DESCRIPTION COMPANv NAME: ESCROW ACCOUNT NUMBER: k C)5A- DEPOSIT NAME AND DEPOSIT VERSION (Deposit Name will appear in account history reports) DEPOSIT MEDIA(PLEASE LABEL ALL MEDIA WITH THE DEPOSIT NAME PROVIDED ABOVE) MYDtA TYPE QUANTITY MEDIA TYPE QUANTITY ❑CD-ROM/DVD ❑3.5"Floppy Disk ❑DLT Tape ❑Documentation ❑DAT Tape ❑Hard Drive/CPU ❑Circuit Board TOTAL Suz OF TRANsmtssm #OF FILES #OF FOLDERS (SPECIFY 1N BYTES) ❑Internet File Transfer ❑Other(please describe below): DEPOSIT ENCRYPTION(Please check either`Yes"or"No"below and complete as appropriate) Is the media or are any of the files encrypted? Elves or❑No If yes,please include any passwords and decryption tools description below. Please also deposit all necessary encryption software with this deposit. Encryption tool name Version Hardware required Software required Other required information DEPOSIT CERTIFICATION(Please check the box below to Certify and Provide your Contact Information) ❑ I certify for Depositor that the above described Deposit ❑ Iron Mountain has inspected and accepted the above described Material has been transmitted electronically or sent via commercial Deposit Material either electronically or physically. Iron Mountain express mail carrier to Iron Mountain at the address below. will notify Depositor of any discrepancies. NAME: NAME: DATE: DATE: EMAIL ADDRESS: TELEPHONE NUMBER: FAX NUMBER: Note: If Depositor is physically sendine Deposit Material to Iron Mountain,please label all media and mail all Deposit Material with the appropriate Exhibit B via commercial express carrier to the followine address: Iron Mountain Intellectual Property Management,Inc. Attn:Vault Administration 2100 Norcross Parkway,Suite 150 Norcross,GA 30071 Telephone:(770)239-9200 Facsimile:(770)239-9201 MA3-100105 NA Page 10 of 16 A0k .•., EXHIBIT C RELEASE OF DEPOSIT MATERIAL Deposit Account Number: SOS L+ Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. 1. Release Conditions. Depositor and Beneficiary agree that Iron Mountain will provide notice via commercial express mail to the Depositor if a Beneficiary under this Agreement submits a Deposit Material release Work Request based on one or more of the following conditions(defined as"Release Conditions"): (i) Breach of the License Agreement by the Depositor for the Deposit Material covered under this Agreement;or (ii) Failure of the Depositor to function as a going concern or operate in the in the ordinary course;or (iii) Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Request. A Beneficiary may submit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five (5)business days to the authorized Depositor representative(s). 3. Contrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement,Depositor representative(s)shall have ten(10)business days to deliver to Iron Mountain contrary instructions("Contrary Instructions"). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Contrary Instructions shall be on company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions,Iron Mountain shall send a copy to an authorized Beneficiary representative by commercial express mail. Additionally,Iron Mountain shall notify both Depositor representative(s)and Beneficiary representative(s)that there is a dispute to be resolved pursuant to the Disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending(i)joint instructions from Depositor and Beneficiary that accept release of Deposit Material;or (ii)dispute resolution pursuant to the Disputes provisions of this Agreement;or(iii)receipt of an order from a court of competent jurisdiction. 4. Release of DUosit Material. If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative,Iron Mountain is authorized to release Deposit Material to the Beneficiary or,if more than one Beneficiary is registered to the deposit,to release a copy of Deposit Material to the Beneficiary. Iron Mountain is entitled to receive any uncollected Service fees due Iron Mountain from the Beneficiary before fulfilling the Work Request to release Deposit Material covered under this Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain. 5. Right to Use Following Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits afforded to Beneficiary by the License Agreement. Notwithstanding,the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material. MA3-100105 NA Page 11 of 16 Ask Aft. EXHIBIT D AUXILIARY DEPOSIT ACCOUNT TO MASTER ESCROW AGREEMENT (NOTE:TO BE COMPLETED ONLY IF DEPOSITOR ESTABLISHED A MASTER ESCROW AGREEMENT) Master Deposit Account Number: Auxiliary Account Number ("Depositor") has entered into a Master Escrow Agreement with Iron Mountain Intellectual Property Management, Inc.("Iron Mountain"). Pursuant to that Agreement, Depositor may deposit certain Deposit Material with Iron Mountain. Depositor desires that new Deposit Material be held in a separate account and be maintained separately from the initial account. By execution of this Exhibit D, Iron Mountain will establish a separate account for the new Deposit Material. The new account will be referenced by the following name: Depositor hereby agrees that all terms and conditions of the existing Master Escrow Agreement previously entered into by Depositor and Iron Mountain will govern this account. The termination or expiration of any other account of Depositor will not affect this account. CHOOSE ONE: ❑DEPOSITOR or❑BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SIGNATURE: SIGNATURE: PRINT NAME: PRINT NAME: TITLE: TITLE: DATE: DATE: EMAIL ADDRESS EMAIL ADDRESS: I iamcuntracts:a ironmountain.cnm AUTHORIZED PERSON(S)/NOTICES TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME: PRINT NAME: TITLE: TITLE: EMAIL ADDRESS EMAIL ADDRESS STREET ADDRESS 1 STREET ADDRESS 1 PROVINCE/CITY/STATE PROVINCE/CITY/STATE POSTAL/ZIP CODE POSTAL/ZIP CODE PHONE NUMBER PHONE NUMBER FAX NUMBER FAX NUMBER MA3-100105 NA Page 12 of 16 r i•►. EXHIBIT E ENROLLMENT FORM Deposit Account Number: Depositor, Beneficiary and Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain"), hereby acknowledge that is the❑"Depositor"or❑"Beneflciary"referred to in the Escrow Agreement that supports Deposit Account Number: with Iron Mountain as the escrow agent and is the❑Depositor or❑Beneficiary enrolling under this Agreement. ❑"Depositor"or❑"Beneficiary" hereby agrees to be bound by all provisions of such Agreement. BENEFICIARY COMPANY NAME: AUTHORIZED PERSON(S)/NOTICES TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. Please complete all information as applicable. Incomplete information may result in a delay of processing. PRINT NAME: PRINT NAME: TITLE: TITLE: EMAIL ADDRESS EMAIL ADDRESS STREET ADDRESS STREET ADDRESS PROVINCE/CITY/STATE PROVINCE/CITY/STATE POSTAUZIP CODE POSTAL/ZIP CODE PHONE NUMBER PHONE NUMBER FAX NUMBER FAX NUMBER PAYING PARTY COMPANY NAME: BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent to this individual at the address set forth below. PRINT NAME: TITLE: EMAIL ADDRESS STREET ADDRESS l PROVINCE/CITY/STATE POSTAL/ZIP CODE PHONE NUMBER FAX NUMBER IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. All notices should be sent to ipntcontracts&i iron mountain.com OR Iron Mountain,Attn:Contract Administration,2100 Norcross Parkway,Suite 150,Norcross,Georgia,30071,USA. NOTE:SIGNATURE BLOCKS FOLLOW ON THE NEXT PAGE MA3-100105 NA Page 13 of 16 DEPOSITOR BENEFICIARY SIGNATURE: SIGNATURE: PRINT NAME: PRINT NAME: TITLE: TITLE: DATE: DATE: EMAIL ADDRESS EMAIL ADDRESS: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SIGNATURE: PRINT NAME: TITLE: DATE: EMAIL ADDRESS: iUmcontracts(i7 ironmountain.com MA3-100105 NA Page 14 of 16 ASW ... EXHIBIT Q ESCROW DFPOSIT QUESTIONNAIRE. Introduction From time to time,technology escrow beneficiaries may exercise their right to perform verification services. This is a service that Iron Mountain provides for the purpose of validating relevance,completeness,currency,accuracy and functionality of deposit materials. Purpose oj'Queslionnaire In order for Iron Mountain to determine the deposit material requirements and to quote fees associated with verification services,a completed deposit questionnaire is requested. It is the responsibility of the escrow depositor to complete the questionnaire. Ins/ructions Please complete the questionnaire in its entirety by answering every question with accurate data. Upon completion,please return the completed questionnaire to the beneficiary asking for its completion,or e-mail it to Iron Mountain Intellectual Property Management to the attention of Shane Ryan at shanerj,anrajroirmountain.coan. Escrow Deposit Questionnaire General Description 1. What is the general function of the software to be placed into escrow? `_'. On what media will the source code be delivered? 3. What is the size of the deposit in megabytes? Requirements for the Execution of the Software Protected by the Deposit 1. What are the system hardware requirements to successfully execute the software?(memory,disk space,etc.) 2. How many machines are required to completely set up the software? 3. What are the software and system software requirements,to execute the software and verify correct operation? Requirements for the Assembly of the Deposit 1. Describe the nature of the source code in the deposit. (Does the deposit include interpreted code,compiled source, or a mixture? How do the different parts of the deposit relate to each other?) 2. How many build processes are there? 3. How many unique build environments are required to assemble the material in the escrow deposit into the deliverables? 4. What hardware is required for each build environment to compile the software?(including memory,disk space, etc.) MA3-100105 NA Page 15 of 16 r Ad'► 5. What operating systems(including versions)are used during compilation? Is the software executed on any other operating systems/version? 6. How many separate deliverable components (executables,share libraries,etc.)are built? 1. What compilers/linkers/other tools(brand and version)are necessary to build the application? 9. What, if any,third-party libraries are used to build the software? 9. How long does a complete build of the software take? How much of that time requires some form of human interaction and how much is automated? 10. Do you have a formal build document describing the necessary steps for system configuration and compilation? 11. Do you have an internal QA process? If so,please give a brief description of the testing process. 12. Please list the appropriate technical person(s)Iron Mountain may contact regarding this set of escrow deposit materials. Please provide your contact injortnation below: Name: Telephone: Company: Address: City, State Postal Code Country: E-mail: For additional information about Iron Mountain Technical Verification Services,please contact Shane Ryan at 978-667-3601 ext.100 or by e-mail at mailto: shanervan(dironmountain.com. 1 f'►t'iti.I r!/lllno II H/[Il/t.Cl/711 MA3-100105 NA Page 16 of 16 ANk -Ask, ADDENDUM F SUBCONTRACTOR WARRANTY, SUPPORT AND MAINTENANCE AGREEMENTS (ATTACHED) TriTech will provide first line, Help Desk support services for the Subcontractor applications and coordinate with the applicable Subcontractor for correction of reported software errors. Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 65 of 66 TM DECCAN INTL T" Fox Trad i* Pa U4' sa fe-ty so ft~el Annual Maintenance For Fort Worth FD CAD Analyst, ADAM and LiveMUM December 11 , 2006 A10ft .�► Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM lit LiveMUM Copyright© 1996—2006 Deccan InternationalTM. All rights reserved. All information in this document is proprietary and confidential and owned by Deccan InternationalTm. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical,for any purpose, without the express written permission of Deccan InternationalTm. Deccan InternationalTM 5935 Cornerstone Court West, Suite 230 San Diego, California 92121 PHONE: 858.764.8400 FAX: 85 8.764.8401 Deccan International Page 2 of 13 ANEW A\ Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM Ft LiveMUM Table of Contents 1.ANNUAL MAINTENANCE.....................................................................................................4 1.0 OVERVIEW FOR DECCAN'S ANNUAL MAINTENANCE.....................................................4 1.1 SERVICES OFFERED AS A PART OF REGULAR MAINTENANCE.........................................4 1.1.1 Bi-Annual Data Updates of CAD Analyst&ADAM............................................4 1.1.2 Bi-Annual Data Updates of LiveMUM.................................................................4 1.1.3 Technical Support for all Applications.................................................................5 1.1.4 Applications Upgrades.........................................................................................5 1.2 SERVICES OFFERED REQUIRING ADDITIONAL COST......................................................5 1.2.1 CAD Analyst&ADAM: Updating to Prepare a Special Presentation.................5 1.2.2 CAD Analyst&ADAM: Updating to Reflect Operational Changes....................5 1.2.3 ADAM: Changing Time Targets...........................................................................6 1.2.4 ADAM&LiveMUM.•Alternate Street Networks..................................................6 1.2.5 LiveMUM: Updating to Reflect Complicated Business Rules..............................6 1.2.6 LiveMUM: Changing Zones.................................................................................6 1.2.7 All Applications:Fort Worth FD Service Area to be modeled.............................6 1.2.8 All Applications:Modifying the Street Network or Doing Additional QA...........7 1.2.9 All Applications:Specific Feature Updates Needed by the Department..............7 1.2.10 All Applications:Changing CAD Systems or CAD Data Formats.......................7 APPENDIX A—CAD DATA NEEDED FOR BUILDING CAD ANALYST AND ADAM...8 APPENDIX B—CAD DATA NEEDED BY DECCAN FOR BUILDING LIVEMUM........10 APPENDIX C—MAP DATA NEEDED BY DECCAN...........................................................12 APPENDIX D—HOW TO SEND DECCAN THE DATA......................................................13 Deccan International Page 3 of 13 ... Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM 8 LiveMUM 1 . Annual Maintenance 1.0 Overview for Deccan's Annual Maintenance Annual Maintenance for CAD Analyst and ADAM applications begins immediately after the installation of CAD Analyst. All related maintenance fees are payable at the installation of CAD Analyst. Annual Maintenance for LiveMUM begins immediately after installation of LiveMUM Static Scenario Evaluator. All maintenance fees for LiveMUM are also payable at its installation. The services provided as part of the Annual Maintenance Plan for each Deccan application includes the services as listed below. 1.1 Services offered as a Part of Regular Maintenance 1.1.1 Bi-Annual Data Updates of CAD Analyst & ADAM Both CAD Analyst & ADAM require CAD data for Fire and EMS incidcnts. As such, the currency of both applications is dependent on the currency of the CAD data on which they are based. To keep the applications current, they would have to be regularly updated with CAD data built up since the last update. This task involves, among others, identifying new units, incident types, and unit types in the new CAD data and updating the code tables to reflect them. In addition, for CAD Analyst, new incident table rows would be created from the new CAD data and appended to the existing incident tables. By doing so, the CAD Analyst data would be cumulative and the user would be able to analyze and compare performance & workloads from the starting date of CAD Analyst to the current. In addition, in ADAM, time-distance and probability-distances relationships would be updated using the new CAD data. Using these, ADAM would be recalibrated to reflect current workloads & performance. As part of the annual maintenance plan, these tasks will be performed bi- annually by Deccan. 1.1.2 Bi-Annual Data Updates of LiveMUM LiveMUM requires CAD data for fire and EMS incidents. As such, the currency of the applications is dependent on the currency of the CAD data on which it is based. To keep the applications current, LiveMUM for Fort Worth FD will have to be regularly updated with CAD data built up since the last update. This task involves, among others, updating ETBs, identifying new units, stations, incident types, and unit types in the new CAD data and updating the code tables and business rules for LiveMUM to reflect the changes. Deccan International Page 4 of 13 A.r .�. Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM 8 LiveMUM As part of the annual maintenance plan, these tasks will be performed bi- annually by Deccan. In between updates, it is possible for the departments to add units by themselves; however we do not currently support a convenient utility for this task. As a result, Fort Worth FD will need to add units directly to a units table. Deccan will train the department personnel to do this task. Since directly adding units to tables is not a foolproof task, this will have to be done with care. At some point in the future, we hope to eliminate this activity by having LiveMUM application to directly recognize new unit additions by listening to CAD. 1.1.3 Technical Support for all Applications As part of the maintenance plan, we will provide technical support via phone during normal business hours 0900 to 1700 Pacific Standard Time Monday thru Friday with the exception of holidays. 1.1.4 Applications Upgrades Deccan, as part of its goal to ensure that our applications continue to meet client needs, adds features to the each application on a continual basis. As part of the Annual Maintenance Plan, we will offer these feature updates to Fort Worth FD, as and when they are completed. 1.2 Services Offered Requiring Additional Cost Occasionally, Fort Worth FD might require additional tasks on top of what is offered as part of regular applications. These additional tasks will require additional cost. Below are some of the additional tasks that Deccan clients have requested of Deccan in the past. 1.2.1 CAD Analyst & ADAM: Updating to Prepare a Special Presentation In addition to the periodic updates it may be necessary to update CAD Analyst or Fire ADAM for a special situation. If this is necessary we will either move up the bi-annual update or provide the update at cost to be determined on case-by- case bases. 1.2.2 CAD Analyst & ADAM: Updating to Reflect Operational Changes Code tables for the CAD Analyst and ADAM applications reflect Fort Worth FD's current perceptions of their operations and response criteria. As such, if Fort Worth FD operations change such as when new response protocols are implemented, or if new response criteria have to be added, dropped, or changed, both the CAD Analyst and ADAM applications would have to be updated to reflect these changes. As part of the bi-annual updates, we will update the CAD Analyst and ADAM applications to reflect changes in their code tables. However, please note that, CAD analyst can support a maximum of 42 response criteria and ADAM can support a maximum of 20 response criteria. Any Deccan International Page 5 of 13 r 4 Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM & LiveMUM additional criteria beyond the maximum allowed in our applications will be of additional cost to Fort Worth FD If this occurs outside of the scheduled bi- annual update period, we will either move up the bi-annual update or provide the update at cost. 1.2.3 ADAM: Changing Time Targets As part of maintenance plan, you can decide to change the time targets for ADAM once during the year. If you decide to change the time targets for ADAM more than once during the course of one-year maintenance, there will be additional cost. 1.2.4 ADAM & LiveMUM: Alternate Street Networks Deccan will build scenarios with maximum of one alternate street network per year if required as part of regular maintenance. However, Deccan encourages Fort Worth FD to build scenarios using alternate street networks. Deccan will provide material and guidance for the same. 1.2.5 LiveMUM: Updating to Reflect Complicated Business Rules LiveMUM code tables reflect Fort Worth FD's current requirements of its move- up strategy. As such, if Fort Worth FD's move-up strategies change, the application would have to be updated to reflect these changes. Changes that involve updating tables are part of normal maintenance, which would be the case if LiveMUM already supports the rule. If the rules are new to LiveMUM, then coding will be required and there will be an additional cost for it. Deccan will quote a fixed cost for this work. 1.2.6 LiveMUM: Changing Zones Deccan will assist Fort Worth FD with changing LiveMUM zones during the bi- annual refresher. If Fort Worth FD would like to have the zones changes in the interim there will be an additional cost. 1.2.7 All Applications: Fort Worth FD Service Area to be modeled Deccan will model all the units in the service area for Fort Worth FD in all the applications. The primary area of display and for analyses would be Fort Worth FD service area. LiveMUM have mechanism to include mutual aid units. In ADAM, mutual aid units can be added or removed, as long as the street network supports access to these mutual aid stations. If Fort Worth FD would like to model areas outside its own service area, Deccan will include such areas into the applications for an additional cost. If required, Deccan will quote a fixed cost for this work. Deccan International Page 6 of 13 Awft r. Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM 8 LiveMUM 1.2.8 All Applications: Modifying the Street Network or Doing Additional QA Deccan will not modify and / or correct the street network that is used by Fort Worth FD as part of install or regular maintenance. Deccan will not do an extensive QA of the street network, as part of install or maintenance. 1.2.9 All Applications: Specific Feature Updates Needed by the Department Fort Worth FD may, on occasions, need a special feature that is not currently present so as to make productive use of Deccan's applications. In that case, as part of the Annual Maintenance Plan, as long as the work needed to provide by the features is not excessive, we will work with you on a mutually acceptable date for delivery of the critically needed feature within reason. If the feature requires a great amount of research and development, we will provide the feature to Fort Worth FD at an additional charge. 1.2.10 All Applications: Changing CAD Systems or CAD Data Formats We, at Deccan, develop a program to convert your CAD data into a standard format usable by CAD Analyst and ADAM. LiveMUM also interfaces with your particular CAD. Once we get the CAD data from Fort Worth FD in a specific format, we develop programs and routines based on that CAD data format. Therefore, if you change your CAD at any point during maintenance, then we will have to rewrite the conversion programs and the CAD interface programs. If you change the format of the CAD data during maintenance, we would have to rewrite the conversion programs. If any of the above changes require significant amount of work on Deccan's part, there will be an additional charge. Deccan International Page 7 of 13 /ft �\ Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM Et LiveMUM APPENDIX A - CAD data needed for building CAD Analyst and ADAM CAD Data: Incidents and Responses To build and update the applications, we need certain data from your CAD. We need data on both incidents and responses. An incident is a call for emergency, such as "Brush Fire on 2000 Main Street on 01/02/98 at 01:05:25." Responses correspond to the various units that respond to that incident, one response for each responding unit. Thus, for the above incident example, responses would be those corresponding to units E1, E3, M5, etc. that responded to that incident. Incident data contains incident-specific information such as incident number, incident type, incident location and incident date. Response data contains response-specific information such as unit id, unit name, unit quarters, and all the time stamps associated with the unit response. We would like to have the incidents and response data for the past 2 years. Please provide the incident and response data as it appears in your CAD without filtering any fields in delimited ASCII text, DBF or Access (.mdb) format. We prefer not using excel format because of its size limitations and tendency to convert text fields to dates. Please also provide field descriptions for the data. Units and Incident Types related data In addition to the CAD incident and response data specified above, please provide us with any supporting tables in your CAD or any documents describing units and/or incident types. Purpose of this data: • To get the current units in your department, their locations, and capabilities. Therefore, any data you think would be useful to serve this purpose please provide us. • To get the incident type descriptions so that we can categorize them into a particular incident type group. E.g. In your CAD, incident type or call type "20" could be "structure fire" incident while incident type or call type "40" could be "vehicle fire." In this regards, please provide us with the following: • A list of units in your department, with a description of type of unit they are and their primary quarters. Deccan International Page 8 of 13 Am.. •r Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM 8 LiveMUM • A list of capabilities for each unit-type, e.g. whether it is an engine, a ladder, or a quint, the number of firefighters, EMTs, ALS providers (Paramedics) on the unit. • A list of all the incident types assigned by your CAD, with a description of each incident type. A generalized grouping of all the incident types into common incident type groupings such as Structure Fires, Medical (ALS), Medical (BLS), or Rescue incidents, etc. • All fields in CAD relevant to units statuses. Response Criteria Please provide us a list of response criteria you would like to be calculated by the applications with the starting and the ending timestamps for each, e.g. First Engine Response Time (Time dispatch to Time On-scene). You can choose from the below sample response criteria or add your own criteria. Please remember there is a limit of 42 response criteria in CAD Analyst and limit of 20 response criteria in ADAM. Sample Response Criteria Call Processing Time (Entry To Dispatch) Turnout Time Of First Unit (Dispatch To On Scene) Travel time Of First Unit (En-route To On Scene) First Unit Total Response Time (Receipt To On Scene) First Unit Response Time (Dispatch to On Scene) First ALS Unit Response Time (Dispatch To On Scene) First BLS Unit Response Time (Dispatch To On Scene) First Paramedic Response Time (Dispatch To On Scene) BLS At Patient Side Response Time (Dispatch To At Patient Side) ALS At Patient Side Response Time (Dispatch To At Patient Side) First Engine Response Time (Dispatch To On Scene) Second Engine Response Time (Dispatch To On Scene) First Quint/Truck Response Time (Dispatch To On Scene) First Chief Response Time (Dispatch To On Scene) Initial Attack Force (E, 4FF) (Dispatch To On Scene) Effective Fire Force (2E, 8FF) (Dispatch To On Scene) First Alarm Assignment (3E, L, 16FF) (Dispatch To On Scene) Deccan International Page 9 of 13 A••. .•� Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM&LiveMUM APPENDIX B — CAD data needed by Deccan for building LiveMUM CAD Data: Incidents and Unit log data To build and update LiveMUM, we need certain data from your CAD. Incident Data We need incident data for the last 2 years. The incident data contains incident-specific information especially: • Incident Number • Incident Type • Incident Location • Incident Date-Time. Unit Log Data The Unit Activity data contains Unit Activity related data especially: • Incident Number • Unit Status (e.g. Responding) • Date-Time Stamp • Vehicle ID • Unit Name • Unit's Current Station We would like to have the Incidents and Unit's activity data for the past 2 years. Please provide incident and activity data as it appears in your CAD without filtering any fields in delimited ASCII text, DBF or Access (.mdb) format. We prefer not using excel format because of its size limitations and tendency to convert text fields to dates. Please also provide field descriptions for the data. Other CAD data In addition to the CAD incident and response data specified above, please provide us with the data in the code tables in your CAD or any documents describing the following: • All Unit Statuses, all the fields in the CAD table which holds the codes and descriptions of the unit statuses (e.g. DISP = Dispatched, RESP = Responding, OS = On Scene etc.) especially o ID o Code o Description Deccan International Page 10 of 13 Ann i Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM Ft LiveMLIM • All CAD Incident Types, all the fields in the CAD table which holds the codes and descriptions of the incident or call types (e.g. FIB = Fire in Building, FIV = Fire in Vehicle,BRSH=Brush Fire etc.)especially o ID o Code o Description • All Stations, all the fields in the CAD table which holds the codes and descriptions of the Stations: o ID o Code o Name • All Vehicles, all the fields in the CAD table which holds the codes and descriptions of the Vehicles especially o ID o Name o Type (Engine,Ladder,Truck, Brush Rig, Chief,Tender,ALS,etc.) o Associated Unit • All Vehicle Types, all the fields in the CAD table which holds the codes and descriptions of the Vehicle Types especially o Code o Description • All Units, all the fields in the CAD table which holds the codes and descriptions of the Units especially o ID o Code o Radio Name o Description o Capability o Home Station Deccan International Page 11 of 13 Amok '^ Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM & LiveMUM APPENDIX C — Map data needed by Deccan Please provide any available map layers for Fort Worth FD to be used in the applications. The maps can be provided in ESRI shape file format or ESRI ArcInfo export format or MapInfo tab file format. We would also need the projection system on which the maps are based. The following is a list of map layers we could use: Streets: This is the most significant map layer we need from you, since ADAM use this streets file to perform routing. Please provide us the streets identifying the following information for each street line: • Street name • Co-ordinates of starting and ending nodes • From and to address ranges for the left and right sides of the segment • Alias street name, if any • One-way info • Speed limit • F-level and Z-level, if any Please make sure the street network provided has good connectivity and very close to the actual street network in your service area. Jurisdiction boundary: The polygon layer that defines the jurisdiction boundary or your service area boundaries. Dispatch Grids / Boxpolys: The polygon layer would enable us to build CAD Analyst and ADAM response zones. Census Tracts or any similar polygon layers: Please provide us with census tracts or any other polygon layers available for your service area. Fire Stations: A map layer corresponding to the current fire station locations in your jurisdiction and any mutual aid station locations you would like to model in CAD Analyst or ADAM. EMS Stations: A map layer corresponding to the current EMS station locations in your jurisdiction and any mutual aid station locations you would like to model in CAD Analyst or ADAM. Possible Fire station locations: Map layers corresponding to the future fire station locations or any possible station locations you plan to build in future within your fire jurisdiction. Possible EMS station locations: Map layers corresponding to the future EMS station locations or any possible station locations you plan to build in future within your EMS jurisdiction. Point layers of significant buildings such as schools, hospitals, shopping centers and landmarks. These layers would greatly assist in performing a hazard analysis for the jurisdiction. Major natural divisions: Polygon layers for lakes and parks. This would enable a CAD Analyst/ADAM user to easily grasp why estimates of time to "seemingly near" locations is high. Please zip the maps using utility such as "WinZip" before sending us. Deccan International Page 12 of 13 .a. •�. Annual Maintenance for Fort Worth Fire Department- CAD Analyst, ADAM&LiveMUM A APPENDIX D — How to send Deccan the data You can send us the data in two ways — via FTP or via mail. We prefer data to be sent via FTP since it's faster. Via FTP: (Preferred) The data can be uploaded to our FTP site. If you are using FTP software you will need to use the following: Server: deccanintl.com Login name: deccanftp Password: marker! If you are using a Browser to access FTP, this link will take you to our FTP site and log you in automatically: ftp://deccanftp:marker!@deccanintl.com/ Please zip your files so that the upload process will take as little time as possible. Please also include your department name in the names of your files to avoid conflicts with other files that our other Deccan clients may be uploading. You will be uploading your files to the "Upload" folder. The Upload folder is protected and you cannot open it. You can either drag your files and drop them on top of the Upload folder, or Copy your files and Paste them on top of the folder. Via CD/DVD or any other media: Please ship data CD/DVDs to: Deccan International 5935 Cornerstone Court West, Suite 230, San Diego CA 92121 Deccan International Page 13 of 13 1900. + NOTE: SUPPORT WILL BE PROVIDED AS A SUBCONTRACTOR TO TRITECH LOCUTION SYSTEMS,INC. CADVOICET M FIRE STATION DISPATCH SYSTEM MAINTENANCE AGREEMENT TABLE OF CONTENTS 1. Recitals. ...............................................................................................................................1 2. Definitions...........................................................................................................................1 2.1. "Linguistic Database"...........................................................................................1 2.2. "Hardware" ...........................................................................................................1 2.3. "Software"..............................................................................................................1 2.4. "Software Error"...................................................................................................1 2.5. "Third Party Software" ........................................................................................2 3. Commencement and Term -Renewals. .............................................................................2 4. Maintenance Agreement Fee. ............................................................................................2 4.1. Out-of-Pocket Costs...............................................................................................2 4.2. Renewal Fee Increases...........................................................................................2 5. Maintenance Coverage-Responsibilities of Locution......................................................2 5.1. Description of Support..........................................................................................2 5.2. System Telephone Support....................................................................................2 5.3. Customer's Assistance...........................................................................................3 5.4. Customer Modifications........................................................................................3 5.5. Customer's Errors..................................................................................................3 6. Site Visits. ............................................................................................................................3 7. Database Updates................................................................................................................3 7.1. General Data Categories.......................................................................................3 7.2. Street Names...........................................................................................................3 7.3. Street names............................................................................................................3 8. Database Update Procedures.............................................................................................3 8.1. Database Updates...................................................................................................4 8.2. New Voice Files. .....................................................................................................4 8.3. Other Additions to Existing Categories...............................................................4 Locution Systems,Inc.-Maintenance i 01/30/07 Apo. Amk 9. Additional Database Update Requests. .............................................................................5 9.1. Street Names...........................................................................................................5 9.2. All Other Existing Announcement Categories at the Time of the Request......5 10. Software Upgrade Requests and Procedures....................................................................5 11. Excluded Services. ..............................................................................................................5 11.1. Unauthorized Maintenance...................................................................................5 11.2. Consumables...........................................................................................................5 11.3. External Causes......................................................................................................5 11.4. Hardware and Third Party Software...................................................................5 11.5. Limitations on Support. ........................................................................................5 12. Software Support Response Time- Customer's Responsibilities......................................6 12.1. Designated Call Number.......................................................................................6 12.2. Status Reports........................................................................................................6 13. Termination of Agreement. ................................................................................................6 14. Ownership of Software. ......................................................................................................6 15. Limitation of Liability.........................................................................................................6 15.1. Disclaimer of Warranty.........................................................................................6 15.2. Limited Liability....................................................................................................6 15.3. Force Majeure........................................................................................................6 15.4. Damages Limited....................................................................................................7 15.5. Legal Assistance.....................................................................................................7 15.6. Time Limits.............................................................................................................7 15.7. Excluded Damages.................................................................................................7 16. Good Faith. .........................................................................................................................7 17. Applicable Law....................................................................................................................7 18. Notice...................................................................................................................................7 19. Counterparts........................................................................................................................7 Locution Systems,Inc.-Maintenance ii 01/30/07 .o. ..r LOCUTION SYSTEMS,INC. CADVOICET M FIRE STATION DISPATCH SYSTEM MAINTENANCE AGREEMENT THIS MAINTENANCE AGREEMENT is made as of ,2006 by and between: LOCUTION SYSTEMS, INC., City of Fort Worth (herein "Locution") 1626 Cole Blvd.,Suite 325 Golden, Colorado, 80401 Telephone (303) 932-0014 Fax (303) 384-9014; This Agreement sets forth the terms and conditions under which Locution will support and maintain certain computer software for Customer. In consideration of the terms and provisions set forth in this Agreement,the parties agree as hereinafter provided. 1. Recitals. Locution has developed the CadVoiceTM Fire Station Dispatch System and related computer Software programs (the "System"). Customer wishes to enter into this Maintenance Agreement (the "Agreement") for Locution's services in maintaining and supporting the System. 2. Definitions. Some terms in this Agreement are defined when first used or as hereinafter set forth in the following subparagraphs for convenience. 2.1. "Linguistic Database"or"Database" means the Software Database containing voice files, event types, apparatus types,indicant categories and similar information files. 2.2. "Hardware" means computers, terminals, peripherals and other equipment required or convenient to operate the System for its intended purpose.Hardware is specifically excluded from the coverage of this Agreement. 2.3. "Software"means the computer programs developed and licensed by Locution to Customer pursuant to the License Agreement and Locution upgrades, maintenance, improvements or modifications to the Software. Such upgrades, improvements and modifications made by Locution and routinely furnished to other similar customers will be provided to Customer under this Agreement. 2.4. "Software Error" or "Errors" means a verifiable and reproducible material malfunction in the Software which reduces the usability of the Software and prevents it from being used by Customer as contemplated in the License Agreement. 2.5. "Third Party Software"means such computer software,subroutines,operating systems, platforms or programs, development tools and the like which are necessary or convenient for the use and operation of the Software or which are incorporated in the Software, where the ownership of or proprietary rights to such software are vested in third Locution Systems,Inc.-Maintenance Page 1 of 7 01/30/07 .•. .bo. parties and such software is used by permission or license from said third parties.Third Party Software is specifically excluded from the coverage of this Agreement. 3. Commencement and Term - Renewals. This Agreement shall commence on the date hereof or such other date as noted here: ,2006,and shall continue for a term of one year. Thereafter this Agreement may be renewed on an annual basis for the fee and on such other terms as the parties may agree at the time of renewal. This Agreement may be terminated as hereafter provided in paragraph 13. 4. Maintenance Agreement Fee. Customer shall pay Locution a fee of$ upon the execution hereof. All prices and fees herein are exclusive of taxes, duties and other governmental imposts.If any sales,use,personal property(or ad valorem)or other tax(except a tax on Locution's income) or duty or similar levy shall be or become payable to a taxing or other authority in connection with this Agreement then all such amounts shall be timely paid by Customer. 4.1. Out-of-Pocket Costs. In addition to the fee and other charges set forth herein, Customer shall reimburse Locution for its reasonable out-of-pocket costs if travel to the Customer's site is required by the Customer.This includes transportation,meals,lodging and shipping costs when Locution is assisting Customer.Locution will invoice Customer monthly for such costs. 4.2. Renewal Fee Increases. All prices and fees set forth herein are for the annual term of this Agreement. Thereafter if Customer and Locution agree to an annual renewal hereof Locution reserves the right to increase the prices to its then-current rates for similar services. 5. Maintenance Coverage-Responsibilities of Locution. Locution,for the charges and fees set forth herein, shall maintain and support the System as herein described. S.I. Description of Support. During the term of this Agreement Locution will correct or circumvent Software Errors (the "Software Support"). Such Software Support will be accomplished after Customer has identified any Software Error and notified Locution thereof in accordance with Locution's reporting procedures. This Support is in addition to the database updates described in paragraph 7. 5.2. System Telephone Support. Locution will provide both regular hour and 24/7 support.Locution will provide reasonable regular hour Software Support to Customer's case calls during the periods of 9 am to 5 pm, Mountain (Denver, CO) Time, Monday through Friday,excluding New Year's Day, Memorial Day,July 4th, Labor Day, Thanksgiving Day, Christmas Eve after 2 pm,or on Christmas Day. Regular hour support will be provided by a technician, programmer or linguist, depending on the nature of the request from Customer. Customer should call Locution's main number,303-932-0014 or the direct phone number of the support individual currently supporting Customer if this is known to Customer.Locution will also provide reasonable after-hour Software Support to Customer's case calls on a 24 hour, 365 day a year basis. After-hour support will be provided by a technician or Locution Systems,Inc.-Maintenance Page 2 of 7 01/30/07 40.► .•. programmer. Customer shall call the toll free 24/7 support line to obtain this after-hour support. Note that in certain situations, the Customer's main support individual's phone number MAY be set up to take after hour calls directly. In this situation,the Customer may directly call this number to obtain a more direct response. 5.3. Customer's Assistance. Customer agrees to provide Locution with memory dumps,as requested,and with sufficient support and test time on Customer's computer system to duplicate the Software Error,certify that the problem is with the Locution's Software,and to certify that the Error has been fixed. 5.4. Customer Modifications. Customer shall inform Locution in writing or via electronic mail of any modifications made by Customer to the Software.Locution shall not be responsible for maintaining Customer modified portions of the Software or for maintaining portions of the System affected by Customer modified portions of the Software. 5.5. Customer's Errors. If Locution discovers any unverifiable or unreproducible Errors which could be a result of a Customer error,Locution will give notice of such discovery to Customer. Customer may then halt Locution's correction efforts or authorize Locution to continue service or correction of difficulties or defects traceable to Customer errors at Customer's expense at Locution's standard time and material rates for support services. 6. Site Visits. Any Locution site visits requested by the Customer during the term of this Agreement will be billed separately at time and materials charges as follows: Site visits will be conducted by a Locution software engineer,or by a linguist,or both depending on the nature of the request.Costs charged to the Customer for site visits will include on-site support charges of$840 per day per software engineer and $600 per day per linguist, plus transportation to and from the Customer Site and reasonable out-of-pocket costs to include meals and lodging. 7. Regular Database Updates. Regular Database updates will be performed during the maintenance period requested by Customer for a total of five Database updates. Each Database update will accommodate up to a specified number of items as listed below. Any unused portion of one update is not transferable to the next update.Further,the addition of any item to any existing category that requires software modification to accommodate that item will be provided for in a separate charge if Locution determines that significant software modification is required. Each regular Database update will accommodate the following: 7.1. General Data Categories. A total of 100 unique items in any existing Database category with the exception of street names per Database update; 7.2.. Street names. A total of 100 unique street names. 8. Database Update Procedures. The System will require occasional updates to the System Database. These updates will occur as it becomes necessary to add new streets or other standard items to existing incident categories in the CAD System Database. Locution Systems,Inc.-Maintenance Page 3 of 7 01/30/07 .r.. .1k, 8.1. Database Updates. "Database updates" for the System are defined as any addition to an existing category of voice files,such as the addition of a new incident type to the Incident Category. 8.2. New Voice Files. Database updates comprise adding new voice files to the existing categories in the System Database. An update will be required to accommodate any addition of an item to an existing dispatch category,e.g.the addition of an incident type.The exceptions to this requirement are as follows: 8.2.1. New Apparatus Numbers. New apparatus numbers, i.e. the addition of new apparatus does not require a Database update if that apparatus type already exists.For example,if the apparatus type"Engine" exists, and a new "Engine 99" is added,the System will already recognize the type "Engine" and will automatically recognize any associated apparatus number up to 99,999. 8.2.2. New Street Numbers. New street address numbers, i.e. the addition of a new range of street address numbers to a street name that already exists in the Database. As with the addition of new apparatus, the CadvoiceTM system will recognize any street address number up to 99,999. 8.3. Other Additions to Existing Categories. For all other additions to existing dispatch categories, procedures for Database updates to the System are as follows. 8.3.1. Customer Needs List. The Customer sends a list of new dispatch items to Locution via electronic mail to a specified location.The category for each item on the list must be specified by the Customer,e.g.an item such as"electrocution victim"must be specified as an Event Type. Additionally, precise pronunciation must be proved by customer for any aliases or abbreviations. 8.3.2. Voice Files. Locution receives the request and processes items into individual voice files. As with the initial Database development process,Locution will verify potentially anomalous pronunciations. 8.3.3. Delivery of Voice Files. Locution sends new voice files to the Customer at a designated email address. In the event that the voice files are too large to be sent electronically, Locution will ship the new voice files overnight. 8.3.4. Customer Download. The Customer will download new voice files onto the PCs housing the Cadvoice software using software provided by Locution for this purpose. 8.3.5. Time for Service. Total turnaround time for the four preceding subparagraphs is estimated to be five to ten business days,i.e.for the predetermined number of allowable items(as documented in the Proposal document for the warranty period and this Agreement thereafter),each request to update the Database will require approximately five to ten business days to process. Locution Systems,Inc.-Maintenance Page 4 of 7 01/30/07 .•► dm. 9. Additional Database Update Requests. In the absence of an Annual Maintenance Agreement, or in addition to such an agreement, the Customer may request updates or additions to the Database at any time. Additionally, the Customer may request Database updates that exceed the number provided for in this Agreement.These additional updates will be performed for a separate charge of $1500 per update. Each Database update will accommodate the following: 9.1. Street Names. A total of 100 unique street names; and 9.2. All Other Existing Announcement Categories at the Time of the Request. A total of 50 unique items. Existing announcement categories are listed in the CADVoiceTM System Announcement Components document provided by Locution on CD-ROM for the Customer. Note: vehicles/apparatus entries in the Database only need to be updated when a unique apparatus name is added.For example,if a new engine is purchased and"Engine 99"is added to the list of apparatus, the Database will not be updated if the apparatus type "Engine" already exists. 10. Software Upgrade Requests and Procedures. The Customer may occasionally request a change to the System dispatch announcement format that requires software modification not covered under the terms of this Agreement. Locution will provide a specific estimate at the time of any request requiring System Software modifications. These types of modifications include special requests for changes in dispatch format, e.g. recognition of a new dispatch category, deletion of an existing dispatch category, etc. Locution will provide the Customer with Software upgrades via electronic mail. The Customer will download the upgrade to the PC housing the CADVoiceTM software using Software provided by Locution. 11. Excluded Services. In addition to excluded items described above the following services are outside the scope of this Agreement and if performed by Locution will be billed to Customer at Locution's then-current rates: 11.4. Unauthorized Maintenance. If other than Locution performs repairs or maintenance on the Software,Locution shall have no liability therefore,and any costs in labor or parts incurred by Locution to remedy such unauthorized repairs shall be paid by Customer. 11.5. Consumables. Consumables,such as ribbons,batteries,magnetic media,toner and toner cartridges. 11.6. External Causes. Services made necessary by external causes,including theft, negligence,misuse or abuse,power failure or shortages,electrical work,acts of God,accident or catastrophe. 11.7. Hardware and Third Party Software. Locution is not responsible for Hardware or Third Party Software. Locution, however, will assist Customer with Hardware or Third Party Software failures by calling other service providers for Customer's Hardware or Third Party Software related service calls. Locution Systems,Inc.-Maintenance Page 5 of 7 01/30/07 AtVAk .E. 11.8. Limitations on Support. Customer acknowledges and agrees that Locution is not responsible for assisting in problems that are not directly related to the performance of the System or Software. Locution may elect to provide assistance to Customer on other matters and will notify Customer in advance of charges therefore, if any. 12. Software Support Response Time - Customer's Responsibilities. Locution agrees to respond to the Customer within 60 minutes following the receipt of a call from Customer.At that time service will be provided or a commitment given to return the call as soon as reasonably possible if Software's support personnel are presently on another support call. 12.1. Designated Call Number. Customer must call the designated phone number or numbers for Locution assistance.If no call back is received within 60 minutes,Customer must place another call as necessary. 12.2. Status Reports. Locution will provide Customer with a monthly status report recapping all logged calls and a detailed activity report. 13. Termination of Agreement. This Agreement may be terminated by Locution if Customer fails to pay the taxes or other fees or charges due Locution hereunder,or by either party if the other party is in default of any material provision hereof,provided written notice of any alleged default is given to the other party and such other party does not cure such default within 30 days after such notice. 14. Ownership of Software. All ownership and proprietary rights,title and interest in and to the Software,including copyright and any works of authorship contained therein and to all manuals,reports,training programs and other written materials produced by Locution,at all times shall belong to Locution.This includes all changes or modifications to Locution's base Software,and any changes,additions,fixes and enhancements in the form of new,modified or partial programs or documentation as may be provided to Customer under this Agreement. 15. Limitation of Liability. 15.1. Disclaimer of Warranty. The System Maintenance services to be provided under this Agreement are exclusive and in lieu of all other warranties,express or implied,including, but not limited to, any warranties of merchantability or fitness for particular purpose. Locution does not warrant that its efforts will produce Software that will be free of minor errors or that its use will be uninterrupted. 15.2. Limited Liability. Except for a claim for personal injury,if any,Customer agrees that regardless of the form of claim, whether contract, tort or other, Locution shall not be liable to Customer for any indirect or consequential damages resulting from or related to any services performed hereunder by Locution,including,without limitation,any loss of data or Software. Locution Systems,Inc.-Maintenance Page 6 of 7 01/30/07 ••► .•. 15.3. Force Majeure. Locution shall have no liability to Customer or any third party for failure to perform under this Agreement because of acts or events reasonably beyond Locution's control. 15.4. Damages Limited. Locution's liability for damages to Customer or to any third party,regardless of the form of action,shall not exceed the total annual maintenance fee paid to Locution under this Agreement during the year. 15.5. Legal Assistance. If either party must resort to legal assistance to enforce any of the terms of this Agreement, each party party shall be responsible for its own expenses including attorney's fees. 15.6. Time Limits. No demand for arbitration or legal action,regardless of the form, relating in any manner to this Agreement may be brought by either party more than four(4) years after the event giving rise to the cause of action has occurred,except that an action for nonpayment may be brought within one year after the date of the last payment. 15.7. Excluded Damages. Locution shall not be liable for consequential,incidental,or special damages arising from or related to this Agreement even if Locution has been advised of the possibility of such damages, and Customer shall protect Locution from any such claim. 16. Good Faith. Each of the parties hereto agrees that it shall act in good faith with regard to their respective obligations hereunder. 17. Applicable Law. If any dispute between the parties arises out of this Agreement,it shall be construed as a domestic contract in accordance with the laws of Texas. 18. Notice. All notices under this Agreement shall be in writing. Notice shall be deemed given,effective and received when personally delivered or served,or three business days after posting when sent by certified mail,return receipt requested,(with a copy by first class mail), prepaid,addressed to the parties as set forth on the first page hereof or at such other address as a party may from time to time designate by Notice. Notice may also be given and shall be considered delivered and effective the following business day when sent by email or facsimile, followed by a mailed copy.Either party,by notice,may change any name or address for future notice. "Business day" shall mean Monday through Friday, excluding New Year's Day, Memorial Day, the Fourth of July,Labor Day, Thanksgiving and Christmas. 19. Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Locution Systems,Inc.-Maintenance Page 7 of 7 01/30/07 .i•► Aso , ADDENDUM G SUBCONTRACTOR LICENSE AGREEMENTS (ATTACHED) Fort Worth System Purchase Agreement V3.7— 10/06 Copyright©TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 66 of 66 ,adk ..t. DECCAN INTERNATIONAL END USER LICENSE AGREEMENT AND WARRANTY Introduction This End User License Agreement ("Agreement") is made by and between Deccan International ("Deccan") located at 5935 Cornerstone Court West, Suite 230, San Diego, CA 92121, and the City of Fort Worth, TX ("End User") located at 1000 Throckmorton Street, Fort Worth, TX 76102 for the license of certain computer software identified on Exhibit A hereto. End User has entered into a contract("Prime Contract") with TriTech Software Systems, under which Deccan is acting as a subcontractor to TriTech for the provision of the Products. License Deccan hereby grants to End User a nontransferable, nonexclusive right and license to use the Deccan software and associated documentation("Products") identified on Exhibit A hereto for End User's own internal use in accordance with the scope of work provided under the Prime Contract. End User may make copies of the Products as reasonably required for archival or backup purposes, provided that such copies contain all copyright notices and other proprietary markings contained on the original and are kept confidential in accordance with the provisions herein. All right and title to the Products provided to End User under this Agreement remain with Deccan. Confidentiality Deccan, its agents and employees will keep and retain any and all End User information and records in the strictest confidence whether disclosed in writing or orally, and will neither use such information, nor disclosure such information or records without the explicit written permission of End User. Deccan will use at least the same degree of care to protect End User's confidential information that Deccan uses to protect its own confidential information. End User, its agents and employees will keep and retain any and all confidential and proprietary information, products or methodologies constituting the valuable trade secrets of Deccan in the strictest confidence whether disclosed in writing or orally, and shall not have or obtain any rights in such proprietary information, products or methodologies except as granted hereunder. End User shall use at least the same degree of care to protect Deccan's confidential information that End User employs to protect its own confidential information. Confidential information of either party shall not include: 1) Information that was known by the receiving party prior to disclosure; 2) Information that becomes known through a third party without a confidentiality obligation; Deccan International End User License Agreement Page 1 of 1 ter. a. 3) Information that becomes public knowledge through no wrongful act of the receiving Pty; 4) Information that is disclosed pursuant to a requirement of a governmental agency, or disclosure of which is required by law provided that notification of such request is made to the disclosing party by the receiving party; 5) Information that is developed independently of the confidential information provided by the disclosing party. Copyright and Patent Infringement Deccan shall indemnify, defend and hold harmless End User against any claims of patent or copyright infringement with respect to the Products. Indemnification Deccan shall indemnify, defend and hold harmless End User, its agents, employees, and volunteers from any and all loss, claims, expenses, actions, causes of action, costs, damages, and obligations, financial or otherwise, including attorney fees and legal expenses, to the extent arising from any and all acts of Deccan, its agents, employees, subcontractors, licensees (except the End User itself) and invitees, that result in injury to persons or damages to tangible property. Neither party will be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost data or lost profits, however arising, even if it has been advised of the possibility of such damages. Except for damages incurred as a result of claims for copyright or patent infringement, Deccan's liability for damages under this Agreement(whether in contract or tort) shall in no event exceed the license fees paid by End User for the Products from which the claim arose. Warranty and Support Deccan warrants that the Products will function in substantial accordance with the published specifications. Annual support for the Products will begin at installation. Applicable Law This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws provisions. Severability If any parts of this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, all remaining parts shall remain binding and in full force and effect. Termination The license and all rights granted herein and this Agreement shall be terminated if End User is found to be in material breach of any of the terms and provisions hereunder. In such event, End Use shall cease use of the Products, permanently remove and destroy all copies of the Products Deccan International End User License Agreement Page 2 of 2 AW .%. from its computer system, server, hard copies, CD-ROM or other media, and certify in writing to Deccan that End User has performed said actions, and has not retained or permitted others to retain any such copies. End User may surrender the license granted herein and terminate this Agreement upon notification to Deccan. In such event End User must perform the actions above with regard to removal and destruction of the Products. Entire Agreement This Agreement and its Exhibits or Amendment(s) represent the entire agreement of the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. Notices All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or(iv)by personal delivery, to the address set forth herein, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. Deccan International End User License Agreement Page 3 of 3 .14k Oft. Exhibit A to End User License Agreement Licensed Products Live Move-Up Module (LiveMUM) CAD Analyst and ADAM Deccan International End User License Agreement Exhibit A Page 1 of 1 100W Am&.. Software License Agreement for City of Fort Worth 1. Recitals. The "Contract Documents" consist of the CADVoiceTm System Description and Quotation document for the City of Fort Worth (the "Proposal") and this Software License Agreement. 2. Ownership Rights. The City of Fort Worth (the "City') understands that the Contract Documents do not effect any transfer of title or any other rights (except as granted herein) in any computer software (the "Software") produced, developed or delivered to the City by Locution Systems, Inc. ("Locution"). Further, all proprietary rights, including copyright, in and to all manuals, reports, training programs and other written materials produced by Locution and delivered to the City(the "Written Materials") remains in Locution. 3. Software License. Locution grants to the City a non-exclusive, royalty free perpetual license to use the Software for its intended purpose as described in the Contract Documents and especially in the Proposal. 3.1. Software Protection. The City will reasonably protect the Software as Locution's proprietary property, and the City may neither publish, disclose, nor distribute the Software or any part thereof except as necessary to implement the purpose of the Contract Documents. The City may not attempt to create the Software by reverse engineering, reverse assembly or otherwise. 3.2. Source Code. The Contract Documents do not include Software source code, which remains the sole property of Locution. 3.3. Copies of Software. Locution understands that the City intends to install the CADVoice Software in one location at the Communications Center. In addition, the City may make a reasonable and limited number of copies of the Software and Written Materials for the City's internal needs and uses, including archive and backup purposes. All such copies, in whole or in part, shall remain the property of Locution and shall at all times be subject to the restrictions set forth herein. Whenever a location whereat the Software is installed is closed or deactivated, the Software and all Written Materials shall be removed from that location. 4. Rights Granted to the City in the Written Materials. Locution, for so long as the City uses the Locution CADVoice System, hereby licenses and grants permission to the City to use, copy and disclose the Written Materials for any necessary governmental purposes connected with the Proposal, including training and education of employees who will use the CADVoice system. Such use is granted so that the City may understand and use the Written Materials and the Software for its intended purpose. Such Written Materials and any copies, in whole or in part, shall bear Locution's copyright notice or other proprietary notice. 1/30/07 Locution Systems,Inc. Page 1 Proprietary Document i. ... 5. Ownership —Authority. Locution represents and warrants to the City that Locution has full power and authority to grant the rights set forth in this Exhibit to the City with respect to the Software and Written Materials. 6. Right of Locution to Terminate for Cause. Locution may terminate its Software License for cause by giving written notice to the City, which notice shall specify the cause. If the City, within 45 days following the receipt of notice, cures the problem giving rise to the cause, this License shall continue unabated. If, however, the problem is not so cured, then this License shall terminate on the 46th day following the effective date of such notice. 7. Notice. All notices given under or with respect to this Exhibit shall be in writing. Notice shall be deemed given, effective and received when personally delivered or served, or three business days after posting when sent by certified mail, return receipt requested, with a copy by first class mail, postage prepaid, addressed to the party's authorized representative as set forth herein or at such other address as a party may from time to time designate by Notice. Notice may also be given and shall be considered delivered and effective the following business day when sent by telex, facsimile or telegram. Either party, by notice may change any name or address for future notice. "Business day' shall mean Monday through Friday, excluding New Year's Day, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and Christmas. 8. Good Faith. Each of the parties hereto agrees that it shall act in good faith with regard to their respective obligations hereunder. 9. Complete Agreement. This Exhibit along with the rest of the Contract Documents contains the full and complete agreement between the parties. No verbal agreement nor conversation with any officer or employee of either party shall affect of modify any of the terms and conditions of this agreement. 10. Indemnification. Locution shall indemnify, defend and hold harmless City against any claims of patent or copyright infringement with respect to the Locution Software. Locution shall in its discretion (i) contest, (ii) settle, (iii) procure for City the right to continue using such Software, or (iv) modify or replace the Locution Software so that it no longer infringes (as long as the functionality and performance described in the Locution specifications substantially remains following such modification or replacement.) The City may participate in the defense of such Action at its own expense. 1/30/07 Locution Systems,Inc. Page 2 Proprietary Document TriTech Software Systems ."'�------- ••"�' 9860 Mesa Rim Road SanTRITECH Phone:858 97010201 SOFTWARE SYSTEMS Fax: 858.799.7011 Email: sales@tritech.com SOFTWARE SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page I of 21 r+► Atft% SOFTWARE SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 DEFINITIONS........................................................................................3 2.0 TERM.....................................................................................................3 3.0 SUPPORT FEE(S).................................................................................4 4.0 TELEPHONE SUPPORT.......................................................................5 5.0 SOFTWARE ERROR CORRECTION....................................................5 6.0 SOFTWARE UPDATES ........................................................................5 7.0 LIMITATIONS........................................................................................5 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE..................................................................8 9.0 LIMITATION OF LIABILITY ..................................................................8 10.0 DISPUTE RESOLUTION.......................................................................9 11.0 SEVERABILITY.....................................................................................9 12.0 FORCE MAJEURE/EXCUSABLE DELAY..........................................10 13.0 CONSTRUCTION AND HEADINGS....................................................10 14.0 WAIVER...............................................................................................10 15.0 ENTIRE AGREEMENT........................................................................10 16.0 APPLICABLE LAW.............................................................................11 17.0 ASSIGNMENT.....................................................................................11 18.0 NOTICES.............................................................................................11 19.0 GENERAL TERMS..............................................................................11 ADDENDUMA................................................................................................14 ADDENDUMB ................................................................................................17 Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 21 Page 1 of 3 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/23/2007 - Ordinance No. 17380-01-2007 & 17381-01-2007 DATE: Tuesday, January 23, 2007 LOG NAME: 35CAD2 REFERENCE NO.: C-21944 SUBJECT: Authorize the City Manager to Execute a System Purchase and Support Agreement with TriTech Software Systems for a Computer Aided Dispatch and Station Alerting System and Adopt the Appropriation Ordinances RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the New Equipment Purchase Fund by $5,754,191 to be obtained through the City's Equipment Note program approved by City council on February 9, 1999, (M&C G-12462) by Ordinance No. 13701; and 2. Approve the transfer of $5,754,191 from the New Equipment Purchase Fund to the specially funded Capiyal Projects Fund for the CAD replacement project; and 3. Approve the transfer of $1,085,809 from the General Fund to the Specially Funded Capital Projects Fund for the CAD replacement project; and 4. Adopt the attached appropriation ordinance increasing estimaged receipts and appropriations by $6,840,000 in the Specially Funded Capital Projects Fund from available funds; and 5. Authorize the City Manager to execute a System Purchase and Support Agreement with Tri-Tech Software Systems in an amount not to exceed $4,980,000 for a Computer Aided Dispatch (CAD) an Station Alerting system; and 6. Upon approval, find that this agreement is necessary to preserve or protect the public health or safety of the residensts of the City of Fort Worth. DISCUSSION: On November 7, 2006, City Council was briefed during the Pre-Council meeting and by Informal Report No. 8806 on the need for a new CAD system. At that time, the City Council was presented with an estimated project cost of $7.2 million. Subsequently, the City Council authorized the City Manager to move forward with the Public Safety CAD system replacement and begin negotiations with TriTech Software Systems. Based on those negotiations, a purchase price was quoted by TriTech that included special end-of-year discounts that would expire December 31, 2006. The purchase price for the CAD system was priced at just under $4.8 million with installation, other related software costs, and contingencies increasing the system price (installed) to an estimated $6,656,250.00. On December 19, 2006, Council approved M&C C-21906 to authorize a contract with TriTech in an amount not to exceed $4.8 million for the purchase of a new CAD and Station Alerting system contingent upon a short-term inter-fund loan from the Crime Control and Prevention District (CCPD) to provide initial funding for the project. The City Council also approved M&C G-15550 on the same day authorizing the City Manager to request the CCPD loan. On December 27, 2006, after two public hearings and staff presentations, the CCPD Board of Director's voted to deny the http://v;ww.cfwnet.org/council_packet/Reports/mc_print.asp 1/31/2007 Page 2 of 3 inter-fund loan request. The action by the CCPD Board of Directors essentially nullified the passage of the two M&Cs approved by the City Council on December 19th since these M&Cs were contingent upon approval of the inter-fund loan by the CCPD. Additionally, since the City was unable to enter into a contract with TriTech prior to January 1, 2007, the vendor's special end-of-year discount expired and the City has had to negotiate a new price with TriTech. City staff is now requesting Council approval for the City Manager to execute an agreement with TriTech in an amount not to exceed $4,980,000.00 to acquire a new CAD and Station Alerting system. City staff is recommending that this procurement pursuant to Section 252.022(a)(2) of the Local Government Code, which exempts procurements necessary to preserve or protect the public health or safety of the municipality's residents from competitive bidding requirements. The purchase of the TriTech CAD system will assure that real-time fully functional interoperability and information sharing can and will occur between the City's new CAD system and the Med Star CAD, which is also a TriTech CAD system. In addition to the contract amount, City staff is requesting City Council approval for additional project funding in the amount of $1,860,000.00 for contingency and for purchase of a small number of add-on software modules that are necessary to provide the total system functionality required by the Police Department. Since the functionality embodied in these add-on modules is considered administrative in nature, these modules would not be exempt from competitive bidding requirements under Section 252.022 (a)(2) of the Local Government Code. These modules will therefore be procured through a standard, competitive bidding process with City Council approval. The future purchase price for these add-on modules is included in the additional project funding. Since the December 27th CCPD Board vote, staff has worked to identify another method to fund this project. The urgency of funding this project is driven by the need to have the new system in place before the end of the current calendar year. After December 31, 2007, the Automatic Vehicle Locater component of the current CAD system will no longer be supported by the vendor. As reported on November 7, 2006, the initial plan for financing the CAD project was to use equipment notes with a 5-year repayment plan. Consistent with that plan, the 2006-2007 adopted City budget included $1,085,809 for the anticipated debt service related to the equipment note financing. Subsequently, it was determined that equipment notes could not be issued without a current (i.e., FY 2005) CAFR. In order to avoid a delay in acquiring the much needed system, the request in December to the CCPD Board was made to provide a short-term inter-fund loan until the equipment notes could be issued. Upon denial by the CCPD Board, staff further explored the mechanics of the equipment note program in consultation with City's Bond Counsel. It was determined that because the City actually has contracts in place with two banks to purchase equipment notes, the contracts can be used to provide appropriation authority without actually having to sell the equipment notes at this time. Upon completion of the 2005 CAFR, the City anticipates selling equipment notes and replenishing the note authority. This is similar to the way the commercial paper program is used by the City for larger capital projects. Pursuant to the City's renegotiation with TriTech, the total project cost is now estimated to be $6,840,000.00 ($4.98 million for the TriTech CAD plus $1.86 million for add-on modules and contingency). Since there is currently $1,085,809 in the City's General Fund for this project, the recommendation includes City Council approval and the authority to appropriate the remainder of the project costs of$5,754,191.00 through the use of City Equipment Notes. As stated above, the project costs as proposed include funds for additional software costs as well as a reasonable contingency allowance for unforeseen project changes. City staff is committed to avoid and minimize any potential usage of the contingency dollars. In addition, City staff will pursue reasonable options to minimize and reduce project costs throughout the lifecycle of the project. For example, staff will evaluate the vendor's proposal for computer servers and determine if the City can procure its own servers directly resulting in an overall cost savings for the project. In addition, approximately $500,000.00 of the $4,980,000.00 contract with TriTech is budgeted for the first year of annual maintenance for the CAD system. Currently, the City pays approximately $200,000.00 for annual maintenance of its Tiburon CAD system. Once the Tiburon CAD system has been replaced, this recurring budget item will be replaced with an annual budget line item for maintenance of the TriTech system, providing an opportunity for savings in the project in the first year. This potential project cost saving is being evaluated. Upon approval of this M&C and execution of the contract with TriTech, the current timeline for the project http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/31/2007 Page 3 of 3 proposes a go-live CAD implementation for the Fire Department of December 2007, with a go-live implementation for Police to occur by mid-2008. Staff will be working to shorten the timetable during installation. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and adoption of the attached appropriationn ordinance, funds will be available in the current capital budget, as appropriated, of the Specially Funded Capital Projects Fund. TO Fund/Account/Centers FROM Fund/Account/Centers G193 485200 004193004020 $5,754,191.00 G193 538070 004193004020 $5,754,191.00 G193 538070 004193004020 $5,754,191.00 GG01 538070 0908003 $1,085,809.00 C291 472193 041100064480 $5,754,191.00 C291 541390 041100064480 $4,980,000.00 C291 472001 041100064480 $1,085,809.00 C291 541390 041100064480 $6,840,000.00 Submitted for City Manager's Office by- Joe Paniagua (6191) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Joe Paniagua (6191) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/31/2007 x soiutfons DATE: March 14, 2008 TO: Karen L Montgomery, Assistant City Manager Maleshia Farmer, Assistant City Attorney;* FROM: Pete Anderson IT Solutions Department SUBJECT: Preferred Beneficiary Acceptance Form Attached is Preferred Beneficiary Acceptance Form with Iron Mountain Intellectual Property Management as the escrow agent and TriTech Software Systems as the Depositors are forwarded for your review and approval. On January 31, 2007 the city enter into a contract (CSC34842) with TriTech for an integrated Computer System consisting of a Computer Aided Dispatch ("CAD") System, Mobile Data System ("MDS"). Pursuant to the Agreement TriTech is to enroll the City as a Preferred Beneficiary of the applicable TriTech Source Code escrow. This form is needed so TriTech can process the City's enrollment. Once completed, please contact Beatrice De Hoyos, IT Service Specialist/Contract Administrator at 817-392-6640, to pick up the executed document. Should you have any additional questions, please let me know. Pete Anderson, Director IT Solutions Department C: Beatrice De Hoyos, IT Service Specialist/Contract Administrator File EXHIBIT D AUXILIARY DEPOSIT ACCOUNT TO MASTER ESCROW AGREEMENT (NOTE:TO BE COMPLETED ONLY IP DEPOSITOR ESTABLISHED A MASTER ESCROW AGREEMENT) Master Deposit Account Number: 10514 Auxiliary Account Number TriTech Software Systems ("Depositor") has entered into a Master Escrow Agreement with Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain"). Pursuant to that Agreement, Depositor may deposit certain Deposit Material with Iron Mountain. Depositor desires that new Deposit Material be held in a separate account and be maintained separately from the initial accouaL By execution of this Exhibit D, Iron Mountain will establish a separate account for the new Deposit Material. The new account will be referenced by the following name:TriTech Software. Depositor hereby agrees that all terms and conditions of the existing Master Escrow Agreement previously entered into by Depositor and Iron Mountain will govern this account. The termination or expiration of any other account of Depositor will not affect this account. CHOOSE ONE:®DEPOSITOR or❑BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SIGNATURE: SIGNATURE: PRINT NAME: Roxanne Lerner PRINT NAME: TITLE: Contracts&Proposals Mgr. TITLE: DATE: 11-14--07 DATE: EMAIL ADDRESS roxanne.lerner@tritech.eom E,,;Z IL ADDRESS: iomcon tractsia.ironmountain.co4_j AUTHORIZED PERSON(S)/NOTICES TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME: Roxanne Lerner PRINT NAME: TITLE: Contracts&Proposals Mgr. TITLE: EMAILADDRESs roxanne.lerner@tritech.com EMAILADDRESS STREET ADDRESS 1 9860 Mesa Rim Road STREET ADDRESS 1 PRovINCE/CrrY/STATe San Diego,CA PRovwcE/CITY/STATE POSTAL/ZIP CODE 92121 POSTAL/ZZIP CODE PHONE NUMBER 858.799.7372 PHONE NUMBER FAx NUMBER 858.799.7015 FAx NUMBER ll llSS �� �{��I(� 1:SVVJ�1L�1 03-31 -08 A11 : 55 IN PROVINCE/CITV/STATE San Diego,CA POSTAUZIP CODE 92121 PHONE NUMBER 858.799.7372 FAX NUMBER 858.799.7015 PURCHASE ORDER q DEPOSITOR BENEFICIARY SIGNATURE: SIGNATURE: PRINT NAME: Roxanne Lerner PRINT NAME: TnLE: Contracts&Proposals Mgr. TITLE: A..4�taut Cit Mana er CFO DATE: Q� . _ Qef DATE: EMAIL ADDRESS Roxanne.lerner@tritech.com EMAIL ADDRESS: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SIGNATURE: A P P I 10 V A S %.6 PRINT NAME: CORM A LEGALITY.- TITLE: DATE: ASSOSTA T CITY ATTORNEY EMAIL ADDRESS: iomclientservices(iDironmountain.com All notices to Iron Mountain Intellectual Property Management,Inc.should be sent to ipmclientservices!dironmountain.com OR Iron Mountain Intellectual Property Management,Inc.,Attn:Client Services,2100 Norcross Parkway,Suite 150,Norcross,Georgia,30071,USA. Approved as to Form and Legal Content: Iron Mountain Legal Department Approved as to Operational Content: Iron Mountain Operations A Name:Karen Gustave Thomas Lane,Contracts Specialist Sr.Contracts Administrator Date: 09/20/07 Date:October 24,2007 Attested xsy: 41a ta Hendri C1ci'�tCt'�titx y �. � , TEFF. EXHIBIT E ENROLLMENT FORM Depositor and Iron Mountain Intellectual Property Management,Inc.("Iron Mountain"),hereby acknowledge that BENEFICIARY COMPANY NAME:_CITY OF FT.WORTH,TX is the Beneficiary referred to in the Escrow Agreement that supports Deposit Account Number: 32692 with Iron Mountain as the escrow agent.Beneficiary hereby agrees to be bound by all provisions of such Agreement. With respect to enrollment of the City of Fort Worth,TX as a Preferred Beneficiary under the Master Three-Party Escrow Service Agreement,Master Deposit Account Number 10514,between TriTech Software Systems and Iron Mountain Intellectual Property Management, Sections 7 General Indemnity,and 13 General(subsections d,I,and n)are hereby amended as follows: 7. General Indemnity The City of Fort Worth,TX is statutorily prohibited from contractually agreeing to indemnify TriTech or Iron Mountain. If there is a claim brought against Iron Mountain that the Deposit Material infringes intellectual property rights or any other rights of a third party and such claim includes a threat of liability for Iron Mountain(as reasonably determined by Iron Mountain)in the event of release of the Deposit Material by Iron Mountain to Beneficiary(an"IP Infringement Claim"),then Iron Mountain shall notify Preferred Beneficiary of same,and Beneficiary shall release Iron Mountain from its obligation to provide to Beneficiary the Deposit Materials as set forth in this Agreement pending resolution of such IP Infringement Claim. 13. General (d)Choice of Law.The validity, interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas,United States of America,as if performed wholly within the state and giving effect to the principles of conflicts of laws. (1) Attorney's Fees. In any suit or proceeding between the Parties relating to this Agreement,each party shall be responsible for its own attorney's fees. (n)Disputes.The City of Forth Worth cannot submit to binding arbitration.This clause is removed in its entirety with respect to the City's enrollment." BENEFICIARY AUTHORIZED PERSON(S)/NOTICEs TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement.All Notices will be sent electronically or through regular mail to the appropriate address set forth below.Please complete all information as applicable.Incomplete information may result in a delay of processing. PRINT NAME: Beatrice DeHoyos TITLE: Sr.IT Services Spec./Contract Administrator EMAm ADDRESS Beatrice.dehoyos@fortworthgov.org STREET ADDRESS 275 W.13th St. PROVINCE/CITY/STATE Fort Worth,TX POSTALMP CODE 76102 PHONE NUMBER 817.392.6640 FAx NUMBER 817.392.8654 PAYING PARTY COMPANY NAME: TRITECH SOFTWARE SYSTEMS BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent to this individual at the address set forth below. PRINTNAME: Roxanne Lerner TITLE: Contracts&Proposals Mgr. EMAIL ADDRESS Roxanne.lerner@tritech.com STREET ADDRESS 9860 Mesa Rim Road l�lUl1 TEN. 0l I