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HomeMy WebLinkAboutContract 29948CITY CONTRACTSECRETARY N�Q 4 EXHIBIT 1 DEFINITIONS EXHIBIT 2 STATEMENT OF WORK EXHIBIT 3 INITIAL PROJECT SCHEDULE EXHIBIT 4 MILESTONE PAYMENT SCHEDULE 1111 EXHIBIT 5 PRICING SUMMARY 6 viva 8 ?3J1'JF_RY EXHIBIT 6 SOFTWARE LICENSE AGREEMENT EXHIBIT 7 MASTER SUPPORT AGREEMENT EX CITY SECRETARY OON T F;/ T NO. 9' // SYSTEM IMPLEMENTATION AGREEMENT This System Implementation Agreement (this "Agreement') is entered into this day of ' 2004 (the "Effective Date'), by and between the City of Fort Worth (the "Client") and Tiburon, In & , a Virginia corporation having its primary place of business at 39350 Civic Center Drive, Fremont, California 94538 ("Tiburon'). RECITALS WHEREAS, the Client has determined that it requires the implementation of an automated computer system as specified herein; and WHEREAS, Tiburon is qualified to provide the services specified in this Agreement and, subject to the terms and conditions set forth in this Agreement, Tiburon desires to provide such services; NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon hereby agree as follows: AGREEMENT 1.0 Definitions Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached hereto and incorporated herein by this reference, unless otherwise defined herein. 2.0 Scope of Work Tiburon shall provide all design, development, installation, consulting, system integration, project management, training and technical services set forth in the Statement of Work attached hereto as Exhibit 2 and incorporated herein by this reference (the "Statement of Work") in connection with the delivery and implementation of the System. 3.0 Term of Agreement 3.1 This Agreement shall take effect on the date of execution (the "Effective Date") after (i) it has been fully executed by duly authorized representatives of both parties, and (ii) Tiburon has received written notification from the Client that any certification or approval of this Agreement required by statute, ordinance, or established policy of the Client has been obtained. 3.2 The schedule for the implementation of the System shall initially be governed by the project schedule attached hereto as Exhibit 3 and incorporated herein by this reference (the "Initial Project Schedule"). The Initial Project Schedule shall be replaced by a definitive project schedule to be delivered hereunder in accordance with the Statement of Work (the "Project Schedule'). When delivered, the Project Schedule shall be deemed to be incorporated herein by this reference and shall become part of this Agreement. 3.3 Unless earlier terminated as provided for in Section 12 hereof, this Agreement will remain in effect from the Effective Date until all tasks set forth in the Statement of Work have been fully completed and all amounts payable hereunder have been paid in full. Page 1 of 15 032904 rjb r Sy;tem l pipmerL `4tiorz Agreement 4.0 Contract Price The Client shall pay to Tiburon the total amount of ONE MILLION TWO HUNDRED FIFTY FOUR THOUSAND EIGHT HUNDRED FIFTY ONE DOLLARS AND NO CENTS ($1,254,851.00) (the "Contract Price') in consideration for the delivery and implementation of the System in accordance with the Statement of Work. The Client hereby represents and warrants that it has duly appropriated or otherwise set aside funds in an amount at least equal to the Contract Price to satisfy its payment obligations hereunder. At its option, the Client may exercise either or both of the Proposed Options described in the Pricing Summary (Exhibit 5). Upon exercise of an option, the Client and Tiburon shall determine and document mutually agreeable payment, acceptance, and other applicable terms in accordance with Section 8 (Changes) hereof. Pricing for the options shall remain valid until Final System Acceptance (see Task 21 in the Statement of Work). 5.0 Payments 5.1 The Client shall make payments to Tiburon (the "Milestone Payments") in accordance with the Milestone Payment Schedule attached hereto as Exhibit 4 and incorporated herein by this reference (the "Milestone Payment Schedule'). 5.2 Tiburon shall prepare and submit invoices for payment by the Client under this Agreement. Invoices for payments hereunder shall be submitted to the following address: Fort Worth Police Department Attention: D.E. Garrett 350 W. Belknap Fort Worth, Texas 76102 Phone: (817) 877-8067 FAX: (817) 877-8077 All payments shall be made within thirty (30) days from the date of invoice by electronic funds transfer to Tiburon's account specified in writing, or by check made payable to "Tiburon, Inc." and delivered to 39350 Civic Center Drive, Fremont, California 94538, or by such other means as may be mutually acceptable to the parties. 5.3 Certain materials to be delivered by Tiburon under this Agreement shall be received by Tiburon and will remain in Tiburon's possession at its development facility for programming and system integration work by Tiburon prior to delivery to the Client. Payment for such materials shall be due and payable by the Client upon receipt at the Tiburon development facility, subject to the following: (a) The amount to be paid by the Client for such deliverable goods shall be based on the specified price assigned thereto in the Pricing Summary attached hereto as Exhibit 5 and incorporated herein by this reference (the "Pricing Summary'). (b) Tiburon will notify the Client in writing of the receipt of such deliverable goods at a Tiburon development facility. Within ten (70) business days of such notice of delivery, the Client shall verify the delivery of goods by either (I) acceptance of Tiburon's certification of goods received and receipt of a copy of the packing lists), or (ii) a physical on -site inspection at the Client's expense. The Client's failure to verify the goods within such 10-day period shall waive the Client's right to object to or reject such goods. Page 2 of 15 032904 rjb System Implementation Agreement 5.4 The prices set forth herein do not include any federal, state or local excise, sales, or lease taxes now in force or which may be enacted in the future, all such amounts being the sole and independent responsibility of the Client for direct payment to such taxing authority. The prices are inclusive of any gross income or similar taxes and any amount of withholding taxes, Social Security, insurance, and unemployment insurance with respect to Tiburon employees. City of Ft. Worth is a tax exempt entity. 5.5 Failure to pay any amount owing hereunder when such amount is due shall constitute a material default under this Agreement and could result in the termination of this Agreement. 6.0 Client Responsibilities The Client agrees to provide those services and facilities necessary for the completion of this project which are set forth as the Client's obligations or responsibilities (the "Client Responsibilities') in the Statement of Work. The Client acknowledges that the dates set forth in the Project Schedule for completion of the services to be provided by Tiburon under this Agreement depend upon the timely fulfillment of the Client Responsibilities. The Client shall provide remote system access in accordance with the document titled "Security Standards For Outside Data Connections To City Of Fort Worth Networks" (the "Extranet Standard") set forth in Exhibit 8 hereto. Tiburon shall not be responsible for any delays in the Project Schedule directly and primarily caused by the Client's failure to perform the Client Responsibilities. The Client's failure to perform the Client Responsibilities in accordance with the Project Schedule shall constitute a material default under the Agreement. The Client shall respond within ten (10) business days to any written request submitted by Tiburon for information, clarification or approval of any designs or specifications. The Client's failure to respond within this 10-day response period shall constitute a material default under this Agreement to the extent allowed by state and/or federal law. 7.0 Project Manager and Client Representative 7.1 Tiburon shall designate, in a written notice delivered in accordance with Section 33 hereof, a single individual to act as the project manager (the "Project Manager). The Project Manager shall ensure Tiburon's compliance with, and shall coordinate appropriate schedules in connection with, Tiburon's obligations hereunder. Tiburon may change the individual designated hereunder by providing the Client with advance written notice delivered in accordance with Section 33 hereof designating the new individual authorized to act as the Project Manager. If the Client should desire that Tiburon replace its Project Manager or any other personnel assigned to assist the project, such request shall be made in writing, include the Client's basis for the request, and delivered in accordance with Section 33.0 (Notices) hereof. 7.2 The Client shall designate, in a written notice delivered in accordance with Section 33 hereof, a single individual to act as the Client's authorized representative for purposes of this Agreement (the "Client Representative"). Such individual (a) must be authorized to facilitate on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with Tiburon's services under this Agreement. The Client may change the individual designated hereunder by providing Tiburon with advance written notice delivered in accordance with Section 33 hereof designating the new individual authorized to act as the Client Representative. 8.0 Changes The scope and schedule of services and materials provided under this Agreement may be changed from time to time by a written change order (a "Change Order") mutually agreed upon and signed by duly authorized representatives of each of the parties. When a change causes a modification to the Contract Page 3 of 15 032904 rjb System Implementation Agreement Price or the amount of time needed to complete such change, the Milestone Payment Schedule and Project Schedule shall be amended, as necessary. 9.0 Software License and Transfer 9.1 Except as specifically provided herein, Tiburon shall at all times retain all title and interest in and to each of the Tiburon Applications and all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto and all Tiburon Confidential Information. 9.2 Upon the Client's acceptance of any Tiburon Application in accordance with the Statement of Work and the Client's payment of all amounts due hereunder with respect thereto, Tiburon will grant to the Client a limited right to use the Tiburon Application, in Object Code only, pursuant to, and subject to the terms of, Tiburon's then standard software license agreement (the "Software License Agreement"). The Software License Agreement shall be substantially in the form as set forth in Exhibit 6 hereof. The terms and provisions of the Software License Agreement executed between Tiburon and the Client shall be equally or more favorable for the Client than those terms and provisions depicted in the sample Software License Agreement. All modifications to that sample Software License Agreement will be mutually agreed to between Tiburon and the Client on or before the Client's final acceptance of the project. The Client shall have no right to use any Tiburon Application until all amounts due hereunder with respect to such Tiburon Application have been paid in full following Tiburon's successful completion of all tasks defined in the Statement of work and the Client has duly executed the Software License Agreement. 9.3 Tiburon may provide to the Client certain third -party software applications in the quantities requested by the Client pursuant to this Agreement (the "Third -Party Software"). The right to use any such Third -Party Software may be granted to the Client under the Software License Agreement or pursuant to a separate software license agreement with the developer of such Third -Party Software. The Client shall have no right to use such Third -Party Software until the Client has executed the Software License Agreement or a separate software license agreement with the developer of such Third -Party Software, as applicable, and until the Client has paid for all license or sublicense fees in connection therewith. Tiburon will integrate such Third -Party Software into the System and such Third -Party Software will constitute a deliverable for purposes of this Agreement. If for any reason it is determined that insufficient licenses or sublicenses for such Third -Party Software have been purchased, or that for any reason more licenses or sublicenses are required for System operation, the Client shall be responsible for any additional costs associated with obtaining such additional licenses and the costs and fees associated with integration of such additional Third - Party Software into the System. The Client shall have no right to the Source Code with respect to any Third -Party Software. 10.0 Confidential Information 10.1 All Client Confidential Information (as defined below) shall be held in strict confidence by Tiburon, and Tiburon shall not, without the Client's prior written consent, (a) disclose such information to any person or entity other than to Tiburon's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection with Tiburon's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its obligations hereunder. The term "Client Confidential Information" shall include all Client data, including that which resides in City databases. This provision also covers other information of a confidential nature clearly labeled by the Client as being confidential. Tiburon understands and agrees that the unauthorized use or disclosure of Client Confidential Information may irreparably damage the Client. In the event of Tiburon's breach or threatened breach of any of the provisions in this Section 10.1, the Client shall be entitled to an injunction obtained from any Page 4 of 15 032904 rjb System Implementation Agreement court having appropriate jurisdiction restraining Tiburon from any unauthorized use or disclosure of any Client Confidential Information. 10.2 All Tiburon Confidential Information (as defined below) shall be held in strict confidence by the Client, and the Client shall not, without Tiburon's prior written consent, (a) disclose such information to any person or entity other than to the Client's employees or consultants or funding agency representatives legally bound to abide by the terms hereof and having a need to know such information in connection with the Client's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its obligations hereunder. The term "Tiburon Confidential Information" shall include the Tiburon Applications and all other software applications developed by Tiburon, whether or not licensed to the Client, as well as any written information disclosed by Tiburon to the Client under this Agreement, including, but not limited to, any trade secrets, confidential knowledge, data, information relating to Tiburon products, processes, know-how, designs, formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, information obtained through contact with Tiburon's customers, proprietary information of Tiburon's customers, and information regarding the skills and compensation of Tiburon's employees or other consultants. The Client understands and agrees that the Tiburon Confidential Information constitutes a valuable business asset of Tiburon, the unauthorized use or disclosure of which may irreparably damage Tiburon. In the event of the Client's breach or threatened breach of any of the provisions in this Section 10.2, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon Confidential Information. 10.3 Notwithstanding Section 10.1 or Section 10.2 hereof, neither Client Confidential Information nor Tiburon Confidential Information shall include information which the recipient can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the recipient without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by the disclosing party to disclose. 10.4 Notwithstanding Section 10.1 or Section 10.2 hereof, disclosure of Client Confidential Information or Tiburon Confidential Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof including Texas Public Information Act and FOIA; provided, however, that the recipient of such confidential information shall first have given notice to the other party and shall make a reasonable effort to obtain all protections prescribed under law to protect the information. (b) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or (c) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent. 10.5 The obligations hereunder with respect to each item of Client Confidential Information and Tiburon Confidential Information shall survive the termination of this Agreement. Page 5 of 15 032904 rjb System Implementation Agreement 11.0 Informal Dispute Resolution 11.1 The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 11.1. (a) If either party (the "Disputing Party") disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (b) If such dispute is not resolved by the employees responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a "Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (c) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. (d) If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below, the parties may assert their rights under this Agreement. Escalation Timetable Tiburon Client (Business Days) Representative Representative 0 to 5th Project Manager Project Manager 6th to 10th Operations Manager Pat Kneblick 111h to 15th Executive Officer Joe Paniaqua 11.2 Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 11.1 hereof, the parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. 11.3 In the event that the parties are unable to resolve a dispute by complying with the informal dispute resolutions procedures set forth in Section 11.1 hereof, the dispute may, be settled, upon the agreement of both parties, by arbitration in accordance with Section 25 11.4 Notwithstanding the foregoing, either party may, before or during the exercise of the informal dispute resolution procedures set forth in Section 11.1, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 12.0 Termination 12.1 Termination for Default. Subject to completion of the dispute resolution procedures set forth in Section 11.1 hereof, in the event that either party hereto materially defaults in the performance of any of its obligations hereunder, the other party may, at its option, terminate this Agreement by providing the defaulting party thirty (30) days' prior written notice of termination delivered in Page 6 of 15 032904 rjb System Implementation Agreement accordance with Section 33 hereof, which notice shall identify and describe with specificity the basis for such termination. lf, prior to the expiration of such notice period, the defaulting party cures such default to the satisfaction of the non -defaulting party (as evidenced by written notice delivered by the non -defaulting party in accordance with Section 33 hereof), termination shall not take place. 12.2 Termination Without Cause. The Client may terminate this Agreement without cause by providing Tiburon at least thirty (30) days' prior written notice of termination delivered in accordance with Section 33 hereof. 12.3 Consequences of Termination. Upon termination of this Agreement for whatever reason: (a) Tiburon shall be under no further obligation to provide services hereunder; (b) Tiburon shall return to the Client all Client Confidential Information in Tiburon's possession and shall certify in a written document signed by an officer of Tiburon that all such information has been returned; (c) the Client shall return to Tiburon all Tiburon Confidential Information in the Client's possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Tiburon Confidential Information and all copies of any of the foregoing (in whatever medium recorded)) and all Third Party Products in its possession not yet accepted and not yet paid for in full together with all copies of documentation and other material related thereto, and shall certify in a written document signed by the Client Representative identified in Section 7.2 hereof that all such information and material has been returned; (d) the Client shall cause payments to be made to Tiburon within thirty (30) days of receipt of invoice for all outstanding invoices submitted to the Client prior to the effective date of the termination and for all costs and expenses incurred prior to the effective date of the termination to the extent not invoiced prior to the effective date of the termination, based upon Tiburon's then -current labor rates; (e) in the event of termination by the Client for convenience under Section 12.2 hereof, the Client shall cause payments to be made to Tiburon within thirty (30) days of receipt of invoice for all cancellation, restocking or residual fees resulting from the cancellation or return of Third Party Products ordered from or shipped by the vendor thereof prior to the effective date of the termination. (f) in the event of termination by the Client for convenience under Section 12.2 hereof, any license fees paid prior to the effective date of the termination shall be forfeited by the Client. (g) All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement shall survive the termination of this Agreement. 13.0 Indemnification Tiburon agrees to protect, defend, indemnify, and save the Client, its agents, officials, employees, or any firm, company, organization, or individual to whom the Client may be contracted, harmless from and against any and all claims, demands, actions, and causes of action of which Tiburon is given prompt notification and over which Tiburon is given control to resolve (the "Indemnified Matters'), which may arise on account of illness, disease, loss of property, services, wages, death or personal injuries resulting from Tiburon's negligence in the performance of the services hereunder; provided, however, that iN NO EVENT SHALL TiBURON BE LiABLE FOR ANY LOSS OR DAMAGES RELATED TO THE OPERATION, DELAY Page 7 of 15 032904 rjb System implementation Agreement OR FAILURE OF SOFTWARE OR EQUIPMENT PROVIDED BY TIBURON OR FOR THE ACCURACY OR COMPLETENESS OF DATA, AND UNDER NO CIRCUMSTANCES SHALL TIBURON BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. Tiburon agrees to further indemnify the Client for all reasonable expenses and attorney's fees incurred by the Client in connection with the Indemnified Matters. 14.0 Insurance 14.1 Tiburon shall procure and maintain in effect during the term of this Agreement the following insurance coverages with an insurance company or companies authorized to do business in the State of California and the State of Texas and approved by the Client with a Best rating of no less than A:VII: (a) Workers' Compensation and Employers Liability insurance in accordance with the laws of the State of California and the State of Texas with liability limits of Five Hundred Thousand Dollars ($500,000.00) per accident. (b) Comprehensive General Liability and Broad Form Comprehensive General Liability or Commercial General Liability including bodily injury, personal injury, and property damage in the amount of a combined single limit of One Million Dollars ($1,000,000.00), each occurrence, and Two Million Dollars ($2, 000, 000.00) in aggregate limit. (c) Comprehensive Auto Liability including bodily injury, personal injury and property damage in the amount of a combined single limit of One Million Dollars ($1,000,000.00). Coverage must include all automobiles utilized by Tiburon in connection with its performance of the services hereunder. 14.2 Thirty (30) days prior written notice will be given to the Client in the event of any material change in or cancellation of the policy. 14.3 Tiburon shall give prompt written notice to the Client of all known losses, damages, or injuries to any person or to property of the Client or third persons that may be in any way related to the services being provided hereunder or for which a claim might be made against the Client. Tiburon shall promptly report to the Client all such claims that Tiburon has noticed, whether related to matters insured or uninsured. No settlement or payment for any claim for loss, injury or damage or other matter as to which the Client may be charged with an obligation to make any payment or reimbursement shall be made by Tiburon without the prior written approval of the Client. 15.0 Shipping and Risk of Loss All sales and deliveries are F.O.B. Destination at which time risk of loss shall pass to the Client. Tiburon shall retain risk of loss for equipment, goods and materials delivered to Tiburon's possession at its development facilities for purposes of System development and integration until such equipment, goods and materials have been delivered to the Client's facilities. Deliveries to the Client shall be addressed to the address set forth in Section 33 hereof unless the Client designates a different address in a written notice delivered in accordance with Section 33 hereof. Tiburon reserves the right to make deliveries to the Client in installments, and this Agreement shall be severable as to such installments. 16.0 Equipment Compatibility 16.1 The Tiburon Applications will not fail to perform in accordance with the performance standar s set forth in the Statement of Work as a result of the equipment specifie ▪ and r� , }+--ti Page 8 of 15 11-; - -�y 032904 rjb stenlnylern' ti g• reenent provided by Tiburon under this Agreement. Tiburon shall not be responsible for the performance of the Tiburon Applications in combination with any other products, elements, or components not supplied by Tiburon except to the extent that Tiburon has provided the interface between such equipment and non -Tiburon products, elements or components pursuant to this Agreement. 16.2 For any equipment specified in the Pricing Summary and provided by Tiburon under this Agreement that is no longer available due to model changes or other reasons beyond the reasonable control of Tiburon, Tiburon shall provide equipment of same or equal quality, performance and capacity. 16.3 THE CLIENT SHALL BE RESPONSIBLE FOR ANY EQUIPMENT NOT PROVIDED DIRECTLY BY TIBURON UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE CONDITION, OPERATION, AND PERFORMANCE IN THE SYSTEM OF SUCH EQUIPMENT, AND FOR THE INSTALLATION OF SUCH EQUIPMENT AND ASSOCIATED SOFTWARE, INTEGRATION INTO ANY APPLICABLE COMMUNICATIONS NETWORK, COMPATIBILITY WITH TIBURON SOFTWARE, PERFORMANCE AND DATA CAPACITIES, TIBURON PERSONNEL COSTS AND RELATED EXPENSES DUE TO TIME LOST DUE TO PROBLEMS WITH CLIENT -PROVIDED SOFTWARE OR EQUIPMENT, AND ANY IMPACT ON TIBURON SOFTWARE OR EQUIPMENT WHICH IMPACTS OVERALL SYSTEM OPERATION OR PERFORMANCE. With prior approval, and in accordance with the Changes provisions above at Section 8, TIBURON WILL UNDERTAKE THE AFOREMENTIONED RESPONSIBILITIES FOR CLIENT -PROVIDED EQUIPMENT ONLY UPON THE PAYMENT OF ADDITIONAL INTEGRATION FEES EXPRESSLY AND SPECIFICALLY DESIGNATED FOR SUCH PURPOSE IN THIS AGREEMENT OR BY A CHANGE ORDER HERETO. 17.0 Limited Warranty 17.1 Tiburon warrants that each Tiburon Application shall, for a period of one year following acceptance of such Tiburon Application in accordance with the Statement of Work, conform to the As -Built Specifications with respect to such Tiburon Application. 17.2 Upon acceptance of each Tiburon Application (on an application -by -application basis) in accordance with the Statement of Work, the Client shall enter into Tiburon's then -current standard support agreement (the "Master Support Agreement"), or an amendment thereto, pursuant to which Tiburon will provide warranty support and, upon expiration of the warranty period and payment of the applicable annual support fee, extended support for such Tiburon Application. The Support Agreement shall be substantially in the form as set forth in Exhibit 7 hereof. The terms and provisions of the Master Support Agreement executed between Tiburon and the Client shall be equally or more favorable for the Client than those terms and provisions depicted in the sample Master Support Agreement. All modifications to that sample Master Support Agreement will be mutually agreed to between Tiburon and the Client on or before the Client's final acceptance of the project. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT 17.3 Tiburon makes no warranty with respect to any Third -Party Products. Warranty coverage for Third - Party Products shall be provided in accordance with the original manufacturers' warranty provisions. 18.0 Limitation of Liability TIBURON'S LIABILITY FOR ANY CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT TO BE PAID TIBURON UNDER THIS AGREEMENT. IN NO EVENT SHALL TIBURON BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF THE TIBURON APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR Page 9 of 15 032904 rjb System Implementation Agreement INACCURACIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF PROFIT OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE LIMITATION OR EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL EFFECT WITHOUT VIOLATING SUCH LAWS. IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT RELEVANT LAWS IN FORCE MAY IMPLY WARRANTIES AND LIABILITIES WHICH CANNOT BE EXCLUDED OR LIMITED OR WHICH CAN ONLY PARTLY BE EXCLUDED OR LIMITED, THEN THE LIMITS ON TIBURON'S LIABILITY SET OUT IN THIS AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 19.0 Non -Discrimination Tiburon agrees that in performing its tasks under this Agreement, it shall not discriminate against any worker, employee, or applicant, or any member of the public, because of age, race, sex, creed, color, religion, or national origin, nor otherwise commit an unfair employment practice in violation of any state or federal law. In accordance with the policy of the Executive Branch of the federal government, Contractor covenants that neither it not any of its officers, members, agents, employees, program participants, or subcontractors, while engaged in performing this contract shall in connection with the employment, advancement, or discharge of employees, or in connection with the terms, conditions, or privileges of their employment, discriminate against persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan, or statutory requirement Contractor, in the execution, performance or attempted performance of this contract and agreement, will not discriminate against any person or persons because of sex, age, religion, color or national origin, nor will Contractor permit its agents, employees, subcontractors or program participants to engage in such discrimination. This agreement is made and entered into with reference specifically to Chapter 17, Article III ("Discrimination"), Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth, and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors, have fully complied with all provisions of same and that no employee, employee -applicant or program participant has been discriminated against by the terms of such ordinance by either the Contractor, its agents, employees or subcontractors. 20.0 Conflict of Interest Tiburon warrants that, to the best of its knowledge and belief, no person except bona fide employees, agents, consultants or representatives of Tiburon or any of its subcontractors has been employed or retained to solicit or secure this Agreement. No member, officer or employee of City, or its designees or agents; no member of the governing body of the locality in which the program is situated; and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program funded hereunder during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed hereunder. Contractor shall incorporate, or cause to be incorporated, like language prohibiting such interest, in all contracts and subcontr r. Page 10 of 15 032904 rjb r r ' •. J . } • f S -ter lemeniativr Agrbem :nt No officer, employee, or member of Contractor or its subcontractors shall have a financial interest, direct or indirect, in this contract or the monies transferred hereunder, or be financially interested, directly or indirectly, in the sale to Contractor of any land, materials, supplies, or services purchased with any funds transferred hereunder, except on behalf of Contractor, as an officer, employee, member or program participant. Any willful violation of this paragraph with the knowledge, expressed or implied, of Contractor or its subcontractors, shall render this contract voidable by the City of Fort Worth. 21.0 Independent Contractor Status The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. 22.0 Assignment Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may, upon prior written notice , assign this Agreement to its successor in connection with a sale of its business without obtaining consent of any party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives, administrators and assigns. 23.0 Third Party Beneficiaries This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement. 24.0 Governing Law All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by this Agreement. 25.0 Arbitration All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof, may, if agreed by both parties, be submitted to and resolved by final and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The parties understand and agree that the arbitration will be instead of any civil litigation, except that either party may petition a court for a Page 11 of 15 032904 rjb System Implementation Agreement provisional remedy pursuant to Code of Civil Procedure Section 1281.8, and that the arbitrator's decision will be final and binding to the maximum extent permitted by law and enforceable by any court having jurisdiction thereof. 26.0 Venue All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in the State of Texas, Tarrant County. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 27.0 Advice of Counsel Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into this Agreement. 28.0 Amendment No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of the parties hereto. 29.0 Waiver In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 30.0 Force Majeure Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable precautions, and cannot reasonably be circumvented by the non -performing party through the use of alternate sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party hereto; or any other act or condition beyond the reasonable control of the non -performing party. Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event'), the non -performing party will be excused from any further Page 12 of 15 032904 rjb System Implementation Agreement performance of those obligations under this Agreement affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non -performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non -performing party will immediately notify the other party by telephone (to be confirmed by written notice within two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event. 31.0 Se►►erability If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 32.0 Entire Agreement This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Client relating to the subject matter hereof and supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants, and all other communications between the parties (oral or written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained in any purchase order or other form provided by the Client in connection with this Agreement and any such terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be enforceable by the Client unless specifically set forth in this Agreement. 33.0 Notices All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) one (1) business day after being deposited with a reputable overnight air courier service; or (c) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre- paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre -paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. If to Tiburon: Tiburon, Inc. 39350 Civic Center Drive Fremont, California 94538 Attention: Contracts Administrator Phone: 510-792-2108 Fax: 510-742-1057 Page 13 of 15 032904 rjb System Implementation Agreement If to the Client: City of Fort Worth Attention: Joe Paniaqua, Assistant City Manager 1000 Throckmorton Fort Worth, Texas 76102 Phone: (817) 392-6183 FAX: (817) 392-6134 34.0 Construction The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 35.0 Counterparts This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. 36.0 Records Contractor agrees to keep sufficient records to document its adherence to applicable federal regulations, along with documentation and records of all receipts and expenditures, of Office of Community Oriented Policing Services grant funds. All records shall be retained for three years following the termination of this agreement. City, the State of Texas, the U.S. Department of Justice, and the U.S. Comptroller General or their representatives shall have the right to investigate, examine and audit at any time any and all such records relating to the operations of Contractor under this agreement. Upon demand by City, the Contractor, its officers, members, agents, employees, and subcontractors shall make such records readily available for investigation, examination and audit. In the event of such audit by City and in conformity with Federal Management Circular A-102, a single audit of all Contractor's operations will be undertaken and may be conducted either by City or an Independent Public Accountant of City's choice. Page 14 of 15 032904 rib System Implementation Agreement SIGNATURE PAGE EXECUTED in multiple originals on this, the 717-1) day of (2 � �/ , 200 Lf CITY OF FORT WORTH: ATTEST: k-tit) City '.ecretary By: APPROVED AS TO FORM AND LEGALITY: 2 A i ant Ci Attorney 5746 M&C: C ,90C4l Date: �—�COq TIBURON, INC. By. \ Name: Gary T. Bunvard Title: President & CEO Date: /KW CITY OF '`ORT, TH Joe P-� qua ssisanager By: Page 15 of 15 032904 rjb 4L,1 I pierposokaticaikreement 2iCOO.D CITY Ff. TEX. • Y EXHIBIT 1 To System Implementation Agreement DEFINITIONS This Exhibit is attached to, incorporated into, and forms a part of the System Implementation Agreement, dated , 200_, between Tiburon and the Client (herein referred to as the "Agreement'). Capitalized terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise defined in the Agreement. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. 1. "As -Built Specifications" shall mean, with respect to any of the Tiburon Applications, the specifications for such Tiburon Application delivered to the Client upon the Client's acceptance of such Tiburon Application in accordance with the Statement of Work. 2. "Client" is defined in the preamble to the Agreement. 3. "Client Confidential Information" is defined in Section 10.1 of the Agreement. 4. "Client Representative" is defined in Section 7.2 of the Agreement. 5. "Contract Price" is defined in Section 4 of the Agreement. 6. "Derivative Works" shall mean, with respect to any Tiburon Application, any translation, abridgement, revision, modification, or other form in which such Tiburon Application may be recast, transformed, modified, adapted or approved after the Client's acceptance of the Tiburon Application in accordance with the Statement of Work. 7. "Dispute Notice" is defined in Section 11.1 of the Agreement. 8. "Disputing Party" is defined in Section 11.1 of the Agreement. 9. "Documentation" shall mean, with respect to any Tiburon Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Tiburon Application. 10. "Effective Date" is defined in the preamble to the Agreement. 11. "Enhancement" shall mean, with respect to any Tiburon Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Tiburon Application and that is integrated with such Tiburon Application after the Client's acceptance of the Tiburon Application in accordance with the Statement of Work, or that is related to such Tiburon Application but offered separately by Tiburon after the Client's acceptance of the Tiburon Application in accordance with the Statement of Work. 12. "Error" shall mean, with respect to any Tiburon Application, a defect in the Source Code for such Tiburon Application that prevents such Tiburon Application from functioning in substantial conformity with the As -Built Specifications pertaining thereto. 13. "Force Majeure Event" is defined in Section 30 of the Agreement. 14. "Initial Project Schedule" is defined in Section 3.2 of the Agreement. Page 1 of 3 032904 rjb System Implementation Agreement Exhibit 1, Definitions 15. "Indemnified Matters" is defined in Section 13 of the Agreement. 16. "Maintenance Modifications" shall mean, with respect to any Tiburon Application, a computer software change to correct an Error in, and integrated into, such Tiburon Application, but that does not alter the functionality of such Tiburon Application and that is provided to the Client after the Client's acceptance of such Tiburon Application in accordance with the Statement of Work under the Support Agreement relating to such Tiburon Application. 17. "Milestone Payments" is defined in Section 5.1 of the Agreement. 18. "Milestone Payment Schedule" is defined in Section 5.1 of the Agreement. 19. "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse -assembly, reverse -compiling, or reverse - engineering. 20. "Pricing Summary" is defined in Section 5.3 of the Agreement. 21. "Project Manager" is defined in Section 7.1 of the Agreement. 22. "Project Schedule" is defined in Section 3.2 of the Agreement. 23. "Software License Agreement" shall mean any software license agreement between Tiburon and the Client delivered in accordance with Section 9.2 of the Agreement pursuant to which Tiburon grants a limited license to use any of the Tiburon Applications in accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from time to time. 24. "Source Code" shall mean computer programs written in higher -level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 25. "Statement of Work" is defined in Section 2 of the Agreement. 26. "Support Agreement" shall mean any support agreement between Tiburon and the Client delivered in accordance with Section 17.2 of the Agreement pursuant to which Tiburon provides warranty and extended support for any of the Tiburon Applications in accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from time to time. 27. "System" shall mean the Client's computer automated system consisting of the Tiburon Applications combined with deliverables specified in the Pricing Summary to be delivered and installed by Tiburon under the Agreement, including without limitation servers and other computer and network hardware and equipment, operating systems, any database or other third party software products, any PC or other workstation equipment having access to any of the Tiburon Applications, any communications interfaces and any wiring, cabling and connections. 28. "Third -Party Products" shall mean all software and hardware components specified in the Pricing Summary and delivered by Tiburon under this Agreement for integration into the System other than the Tiburon Applications. 29. "Third -Party Software" is defined in Section 9.3 of the Agreement. 30. "Tiburon" is defined in the preamble to the Agreement. Page 2 of 3 032904 rjb System Implementation Agreement Exhibit 1, Definitions 31. "Tiburon Application" shall mean each software application developed by Tiburon and delivered to the Client under this Agreement and in accordance with the As -Built Specifications relating thereto, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. 32. "Tiburon Confidential Information" is defined in Section 10.2 of the Agreement. 032904 rjb Page 3 of 3 ^ ' BLit •� •'� +� Sy%em typtAr n 11 !Ai - t 6ihitiois EXHIBIT 2 To System Implementation Agreement STATEMENT OF WORK This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page I of I 032904 rjb System Implementation Agreement Exhibit 2, Statement of Work City of Fort Worth, Texas Exhibit 2 To Tiburon System Implementation Agreement PROJECT STATEMENT OF WORK Page 1 of 30 Pages 032904 -('-`'iV..--; ..'L 7i'd.'..:,:;';'1.-ff., v , 4-tit-&.--,:i i• iT 6 Sstiiih, r1#ibart ,Statement of TABLE OF CONTENTS General Scope 3 Task 1: Project Management 4 Task 2: Project Initiation Session 6 Task 3: RMS Product Familiarization 7 Task 4: Business Practice Review 8 Task 5 : Finalize Hardware Requirements 10 Task 6: Develop Project Schedule 11 Task 7: Hardware Staging and System Deployment 12 Task 8: Software Configuration 14 Task 9: Software Customization 15 Task 10: As -built Specification Documents 16 Task 11: Geographic File 17 Task 12: Implementation of Interfaces 18 Task 13: Ancillary System Installation 20 Task 14: Code Table and System File Training 21 Task 15: Training 22 Task 16: Functional Demonstration 25 Task 17: Integration Testing 26 Task 18: Execution of License and Support Agreements 27 Task 19: Production Cutover 28 Task 20: Reliability Test Period 29 Task 21: Final System Acceptance 30 ATTACHMENT Al: RELIABILITY TEST CRITERIA 1 Page 2 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work General Scope This Statement of Work ("SOW") defines the principal activities and responsibilities of both parties for the implementation of information systems for the City of Fort Worth, Texas (hereinafter called the "Client"). The system upgrade will be composed of the following major subsystems and their related components: • Law Records Management version 7.4 (RMS/2000) -'I agency • Graphical Presentation Analysis (GPA) Development and approval of Client specific application related documentation will occur as follows: • Tiburon will deliver a generic (i.e., non -Client specific) specification document (i.e., the "baseline specification") for each major Tiburon Application that will be delivered under this project These documents provide a description of the Tiburon product prior to the application of Client provided configuration parameters. • As part of the Business Practice Review task, Client -specific parameters available for tailoring each application will be reviewed and documented in a Change List document. This document will be provided to the Client for review and approval. • The baseline specification document(s) together with the approved Change List document(s) will become the blueprint for configuring Tiburon applications for delivery under this SOW. In combination, those documents may be referred to as the System Specification documents. • Upon System deployment, Tiburon will deliver a Client -specific version of the System Specification document(s), which is referred to as the As -built System Specification document. The As -built Specification document will be used for validation testing of Tiburon Application functionality. The order of the tasks listed within this SOW may be changed, by mutual consent (in accordance a Project Change Request), as a result of project activity. The completion and acceptance of any task is not contingent upon the completion of a previously defined task unless specifically identified in the Task Completion Criteria. It is important to note that some of the implementation tasks identified in this section (e.g., Business Practice Review, Software Configuration, etc.) are component specific. These tasks will be repeated based on the number of system components to be implemented under this SOW. Please refer to the Completion Criteria section of each task to determine the components for which this task is executed. Page 3 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 1: Project Management Task Description: Project Management occurs throughout the project and is involved in every task of the project. The overall project management activities are listed here for reference. Tiburon Responsibilities: a. Maintain project communications with the Client's Project Manager. b. Manage the efforts of the Tiburon staff and coordinate Tiburon activities with the Client's Project Manager. c. Conduct status meetings with the Client's Project Manager on a monthly basis, or as may otherwise be reasonably required to discuss project status. d. Provide timely responses, within ten (10) business days, to issues raised by the Client's Project Manager. e. Prepare and submit, no later than the fifth business day of each month, a status report that identifies the accomplishments of the previous month as well as activities planned for the current month. f. Prepare and submit project Change Proposals to the Client's Project Manager as necessary. g. Prepare and submit Task Completion Letter(s) to the Client's Project Manager. Client Responsibilities: a. Maintain project communications with Tiburon's Project Manager. b. Manage the efforts of the Client staff and coordinate Client activities with the Tiburon Project Manager. c. Participate in the status meeting with the Tiburon Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. d. Provide timely responses, within ten (10) business days, to issues raised by the Tiburon Project Manager. e. Liaison with all Client provided third -party vendors and associated systems. f. Ensure acceptable Change Proposals are approved by authorized signature(s). g. Ensure acceptable Task Completion Letter(s) are approved by authorized signature(s). h. Ensure timely payment of invoices. i. Ensure Tiburon access to server and network equipment and work areas on a 24x7 basis, with pre -authorization for off -hours. J. Ensure personnel to support system operation, including error diagnosis and system Page 4 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work recovery or restart, as reasonably requested by Tiburon, for time periods equivalent to the hours of intended system use. k. Allow remote Tiburon access for dial -in access to all development and system "root" accounts on all servers running Tiburon licensed software. I. Provide workspace for a minimum of two (2) Tiburon personnel as requested. Client will provide workspace in accordance with its standard workspace requirements. m. Ensure telephones are located at each of the workspaces and adjacent to the central processor for the duration of the project. Tiburon will be responsible for all Tiburon initiated long-distance charges while on -site. Completion Criteria: As the items listed here by reference are parts of subsequent tasks, task completion is determined via the subsequent tasks. There is not a separate task completion letter for this item. Page 5 of 30 Pages 032904 ent ork Task 2: Project Initiation Session Task Description: The first meeting of the joint Tiburon and Client Project team is referred to as the Project Initiation Session. The purpose of this meeting is to identify the Tiburon and Client project team members, understand their respective project roles, and begin scheduling the initial project activities. The meeting will be held at a mutually agreed place and time. A recommended agenda for this meeting would include (but not be limited to): • Team Introductions • Project Overview • Project Implementation Approach • Present and Discuss Initial Activities • Tour key Facilities Tiburon Responsibilities: Tiburon will take the lead in preparing the meeting agenda and presentation materials. Additionally, Tiburon will schedule the appropriate Tiburon project team members to the meeting. Client Responsibilities: The Client will coordinate with Tiburon to establish the schedule and location for the Project Initiation Meeting and ensure that all appropriate Client personnel attend. If requested, the Client will provide a tour of pertinent Client facilities. Completion Criteria: This task is considered complete when the Project Initiation meeting has been held. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. 032904 System Implementation Agreement Exhibit 2, Statement of Work Page 6 of 30 Pages Task 3: RMS Product Familiarization Task Description: For a period of 30 days prior to the RMS Business Practice Review Task, the Client will review the Law RMS application functionality using a Tiburon provided demonstration system. Tiburon Responsibilities: a. Deliver an RMS demonstration system to the Client. This system will contain base product functionality and test records. Aspects of product functionality that rely on external interfaces or ancillary products are not required to be operational. b. Tiburon will provide three (3) days of on -site instruction in the high level familiarization of RMS screens to Ft. Worth personnel. c. After the three (3) days on on -site support, Tiburon will continue to provide the Client access to the RMS instructor for the remainder of the this period. Access is limited to assistance by phone or email, Monday through Friday, 8:30 to 5:00. Client Responsibilities: a. Provide, appropriate location for the demonstration system. b. Attend all training and instruction in the familiarization session. c. Review RMS screens and make preparations for the Business Practice Review. Completion Criteria: This task is considered complete after the systems has been delivered, Tiburon provides the 3 days of on -site instruction and the 30 day Familiarization period expires. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 7 of 30 Pages 032904 System Im iv!! Agreement x ibit 2, Statement of Work 1 ' .z)V •'y' y y L Task 4: Business Practice Review Task Description: The Business Practice Reviews (BPRs) and Workshops constitute the Planning phase of the project. Essentially they are a series of structured joint meetings led by Tiburon to systematically review all of the project activities with the intent of meeting the following goals: • Review project deliverables • Joint review of expectations and assumptions • Surface any project "speed bumps" early • Identify improvements to the implementation plan • Build management confidence in the joint project team. • Create a record of joint decisions • Lower project risk for all parties Tiburon will determine the number of workshops and workshop format. The workshop schedule and attending team members will be mutually agreed to. They will consist of on -site meetings, conference calls, or a combination of both as is appropriate to the type of workshop. In addition to the Tiburon standard workshops, Tiburon will also hold a workshop specifically for the review and evaluation of all optional modules under consideration for inclusion in this project. In the event that optional modules are selected for inclusion in this project, Tiburon will deliver a Project Change Request (PCR) for Client execution that defines the components, associated costs and impacts to schedule. The term "Business Practice Review" is used to identify a specific type of workshop that deals with the functionality of a Tiburon Product or sub -system. These sessions will focus on three main points: • Providing configuration information that will allow Tiburon to tailor their baseline software as much as possible to "fit" the way the Client needs to do business. • Identifying existing Client operating procedures that may need to be modified to make best use of the Tiburon applications. • Document the selection of application configuration parameters in a Change List document. Tiburon and the Client will hold Interface BPR(s) to document the design of the following interfaces: • Law RMS to the Municipal Courts (Maximus) • Law RMS to the Tarrant County Jails System (OSSI) • Law RMS to the Tarrant County Mug Shot System (OSSI) * • Law RMS to Document Imaging System * • Law RMS to CrossMatch Fingerprint system * Note: If the Client has not provided the specification for these interfaces before the start of Task 6 — Develop Project Implementation Schedule, the requirement to deliver these interfaces will be dropped from this SOW by Change Order. The results of these design meetings will be to confirm the desired functionality, determine the level of effort required for Tiburon to complete the Law RMS end of the interface and document mutually acceptable interface requirements. Tiburon will document much of this information in Interface Control Documents (ICDs). There will be a separate lCD for each interface. Tiburon's proposal includes estimated costs for implementing these interfaces including the services required for Tiburon to participate in a cooperative design review with the Client and Page 8 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work representatives for the remote system. Tiburon's cost proposal assumes the Client, or others as determined by the Client, will provide any licenses, equipment or services required to enable the non -Tiburon systems to support the desired interface. If the scope of work is significantly changed during the design meetings, Tiburon will prepare and deliver a Project Change Order (PCO) that describes the change to the statement of work and associated change in price, if any. Tiburon Responsibilities: Tiburon will take the lead in the following project activities: preparing the initial BPR and Workshop schedule, scheduling Tiburon personnel with the appropriate expertise to the workshops, conducting each workshop, providing the initial workshop agenda, and for providing the appropriate Tiburon materials, baseline Specification documents on CD-ROM, demo systems, etc. Tiburon will also take the lead in creating workshop notes and/or otherwise appropriately documenting the results of each workshop. These documents will be furnished to the Client for review and record. Client Responsibilities: The Client will schedule personnel with the appropriate expertise to participate in the workshops to provide as needed input to each workshop including: currently existing information, data, record layouts, comments and input on the baseline Specification and Change List documents, etc. The Client personnel will also be required to contribute to design decisions that impact the system implementation. Client shall perform timely document review and commentary on workshop notes, application specification documents, plans, schedules, and any other documentation involved with the BPR process. All client responses to such documentation shall be provided within fifteen (15) calendar days of submittal by Tiburon.. Completion Criteria: This task is considered complete upon receipt of the Client's written approval of the Change List document. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 9 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 5 : Finalize Hardware Requirements Task Description: Tiburon and the Client will review the hardware configuration prior to the hardware order being placed with the hardware manufacturer or reseller. Modifications to the configuration will only be made at the Client's request and will be made through the Project Change Request process, if applicable. Tiburon Responsibilities: a. Review the hardware configuration with the Client. b. Tiburon will make recommendations to the Client in the event a change in hardware configuration or specifications are deemed necessary. c. Develop and deliver to the Client a revised list of all hardware, third party software, and third party services required to support the Tiburon deliverables for this project. Client Responsibilities: a. Provide, upon request, information on existing hardware/system software components and terminal networks, as well as projected utilization statistics and other information as may be reasonably required to validate final hardware requirements. b. Review and finalize the hardware configuration with Tiburon. d. Order the hardware and other third party components in accordance with the finalized hardware/system software configuration. Completion Criteria: This task is considered complete when the Tiburon certifies that the hardware configuration and/or specifications are complete and no additional equipment is required. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon Page 10 of 30 Pages 032904 7:71 �l • y 11. 3} � {mprerntntatio = ! - - ent ement of Work Task 6 Develop Project Schedule Task Description: The objective of this task is to develop the Project Schedule and define the priorities and inter- dependencies among tasks. The Project Schedule produced by this task will update and replace the draft project schedule delivered with the Project Proposal. Tiburon Responsibilities: a. Work with the Client to develop the Project Schedule. b. Prepare and deliver the Project Schedule document for Client review and approval. c. Review the Project Schedule with Client personnel and make changes that are mutually agreed upon. d. Measure and evaluate progress against the Project Schedule. Client Responsibilities: a. Work with Tiburon to develop the Project Schedule. b. Review and communicate to Tiburon any exceptions to the Project Schedule. Completion Criteria: This task is considered complete upon receipt of the Client's written approval of the Project Schedule. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon Page 11 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 7 Hardware Staging and System Deployment This task outlines the acquisition of the system hardware by the Client, its delivery to the Client's facilities, the installation and configuration of the hardware and operating system software, the installation and configuration of the baseline application systems, and the initial testing of the application and environment. Tiburon Responsibilities: a. Install and configure the hardware and system software in the Client's designated staging area. b. Install the baseline application software as defined in the final hardware configuration and the Change List. c. Perform unit and system level testing of the baseline application systems. Client Responsibilities: a. Provide a site adequate for the installation, operation and maintenance of all computer and workstation equipment. b. Prior to arrival of the system(s) on site, the Client will provide VPN access and one (1) dial in connection to the server(s) configuration. This access is required for remote hardware and software implementation and maintenance support. Dial -in access must support V.32 BIS connectivity. Tiburon's preferred method of access for remote connectivity is the Cisco Unified VPN Client. Tiburon uses a Cisco VPN3000 series concentrator to provide VPN access. If the Client has a non -Cisco solution in place, there is the potential for problems such as connection stability. Tiburon has found that many of the VPN Clients will not co -exist on the same computer. When installing a new VPN solution, Tiburon recommends a Cisco solution, and of the Cisco products, the VPN 3000 series concentrator would be best. c. Received the ordered hardware, verify contents and the good condition of components, move the hardware to the designated staging area and notify Tiburon that the hardware is ready for set-up and configuration. d. Provide all cable runs, pathways, coring, access points, floor cutting or drilling and related tasks related to cable and equipment installation. e. Provide all telephone connection points within manufacturer recommended distances from the server equipment. f. Provide and install all communication lines, modems, hubs and routers, cabling and other components necessary for system operation and maintenance. g The Client shall test the 0/S system and make a written statement that it is acceptable, this should take no longer than one week and shall not impact the project schedule. h. The Client shall deploy and set up all workstations as called for in the project schedule. 032904 System Implementation Agreement Exhibit 2, Statement of Work Page 12 of 30 Pages Completion Criteria: This task is considered complete when Tiburon confirms in writing, the delivery and installation of the computer hardware, peripheral equipment, operating system and application software. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 13 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 8: Software Configuration Task Description: The process of Software Configuration, also known as Application Tailoring, is defined as the tailoring and unit testing of the base level Tiburon software products to be delivered under this statement of work. Tiburon Responsibilities: Using standard Tiburon methodology, Tiburon will apply the Client specific product configuration parameters to the base version of the application software. The configuration parameters are defined in the approved Change List document. Tiburon will also conduct testing of the tailored application to insure that it conforms functionally to the approved Functional Software Design. All functional discrepancies identified during testing will be resolved. Client Responsibilities: Provide timely responses to Tiburon questions that may arise during software configuration. Completion Criteria: This task is considered complete when Tiburon certifies the software has been tailored in accordance with the Change List document. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. A separate task completion letter will be generated for each major system: RMS. Page 14 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 9: Software Customization Task Description: The process of Software Customization is defined as the addition of new source code or the modification of existing source code in the base level Tiburon software products. No Software Customizations have been identified for delivery under this statement of work except as defined in the following list:. Customization 1 (Option) The new system requires a comprehensive Traffic Accident module that matches the Texas Accident report form. The field computing implementation will include traffic accident reporting. The Accident Module should fully automate the report process. Page 15 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 10: As -built Specification Documents Task Description: The information gathered and documented in the Business Practice Review process will be used to modify the baseline Specification documents. Tiburon Responsibilities: a. Update the baseline Specification documents with information gathered in the Business Practice Review and create the As -built Specification documents. b. Provide the As -built Specification documents in electronic form. c. Correct any discrepancies as needed within five business (5) days. d. In the event any Change Order has been approved, and the Change Order materially affects the "As Built" document, then Tiburon will deliver an Updated "As Built" document. Client Responsibilities: a. Review the System Specification documents and identify in writing any specific discrepancies found within ten business (10) days. Completion Criteria: This task is complete upon delivery of the As -built Specification document. Task completion will be confirmed by the Clients signature on the task completion letter prepared by Tiburon 032904 System Implementation Agreement Exhibit 2, Statement of Work Page 16 of 30 Pages Task 11: Geographic File Task Description: Tiburon will implement the procedures to support the loading of data in the Tiburon CAD/Ti format onto Tiburon Application software system files. Following the initial geo file data conversion, the Client will be responsible for on -going conversions and loading using the Tiburon -documented procedures. For this implementation, Tiburon expects the Client to make use of the Geographic Data conversion tools and processes currently used in support of the Ft. Worth City CAD system. There are distinct functional, operational, and cost advantages related to keep in the CAD and RMS Geofiles "in -sync". As files are built for the CAD system, copies of the files should be imported to the Tiburon RMS environment. Tiburon Responsibilities: a. Perform one import of the GCT files produced for the Ft. Worth City CAD application into the RMS application. b. Provide documentation and training to the Client on the process required to import GCT files produced for the CAD application into the RMS application. . Client Responsibilities: a. Be responsible for both initial geofile development and ongoing geofile data maintenance. b. Provide a geofile coordinator to act as the point of contact regarding geofile conversion and loading issues. c. Review the Tiburon -provided GCT documentation and other relevant geofile development documents to ensure an understanding of the geofile data requirements and usage d. Provide all ESRI and associated systems software licenses and workstation equipment necessary for the entry and maintenance of the base geographic information e. Provide sufficient staffing and process to make data additions, deletions, or corrections as necessary in support of geofile conversion and loading for on-line operations and for continuing geofile data maintenance. f. Be solely responsible for the content and accuracy of the geofile and all related data Completion Criteria: This task is considered complete when the Tiburon application database has been successfully loaded. Loading initial geofile data is sufficient for task completion; data errors in the Client - provided source will not prevent task completion. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 17 of 30 Pages 032904 Systerii !iriplementation Agreement Exhibit 2, Statement of Work IT' e‘ Task 12: Implementation of Interfaces Task Description: The following interfaces will be developed, installed and tested: a. RMS to the existing CAD application for access to the City's TLETS interface b. RMS to the existing CAD for receipt of dispatch incidents for which Report Numbers have been issued. c. RMS to Municipal Court Software for communication of subject (name, demographic and charge) information associated with citation and arrest updates from the records management system; and will receive warrant (summons) and case disposition updates from the court information management system. d. RMS to TIBRS for export of incident data to the State e. RMS to document imaging* A graphical "button" is provided with selected records management system forms to easily generate a query of the document imaging system. The query will automatically insert a record key compatible with the system to identify any stored images. The records management user will be notified of available associated images and may display these images through a direct link to the document imaging system's viewer application. f. RMS to County AFiS (Cross Match) g. Tarrant County Sheriff's Jail system (OSSI) to exchange subject (name, demographic and charge) information associated with arrest record updates. h. Tarrant County Sheriffs Mug Shot system (OSSI)* to identify subject (name) records from the City's records management system that have an associated mugshot image stored at the Tarrant County photographic imaging system. A graphical "button" is provided with selected records management forms to easily generate a query to the Tarrant County mugshot system along with a unique identification number for the subject (i.e., booking number, master name index, etc.) using an application program interface (API) call or executable that is supplied by the photographic imaging system vendor. The imaging system will search its database for images associated with the provided identification number and provide copies to the records management for display. Further discussion with the City of Fort Worth, Tarrant County and OSSI is required before Tiburon can ensure the adaptability of the photographic imaging system to completely satisfy this specification. * Note: If the Client has not provided the specification for these interfaces before the start of Task 6 — Develop Project Implementation Schedule, the requirement to deliver these interfaces will be dropped from this SOW by Change Order. Tiburon Responsibilities: a. Migrate, install and unit test all local and remote interfaces in accordance with the interface Specification Client Responsibilities: a. Provide Tiburon all necessary information pertaining to the interfaces. b. Provide Tiburon any record layouts and documentation necessary to establish the connectivity to any local or remote systems and facilities. c. Assume responsibility for any hardware, software licenses, modifications or additions to any systems not supplied by Tiburon. Page 18 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work d. Act as the liaison between the agencies and vendors required to support these interfaces. e. Provide Tiburon with the physical connections for each interface, so as to allow Tiburon to test the functionality of each interface in an appropriate environment. f. If the interface(s) are currently in operation, it is the Client's responsibility to disconnect each of the interfaces from the operational environment to facilitate interface testing. Completion Criteria: This task is considered complete once the interfaces listed above have been successfully installed and the parties mutually agree that testing is satisfactorily completed. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 19 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 13: Ancillary System Installation Task Description: Tiburon will Install, configure and test the following ancillary systems): a. Geographic Presentation Analysis (GPA) tool. b. Bar Coding of evidence Tiburon Responsibilities: a. Provide the software and services to install ancillary systems b. Configure the systems as applicable. c. Establish connection to the Client network. d. Test the operation of data transfer functions. e. Test the operation of the ancillary systems. Client Responsibilities: a. Provide the required computer and network equipment not specifically provided by Tiburon. b. Provide assistance to Tiburon staff in cases where non -Tiburon systems are to be accessed. c. Provide applicable data in the format necessary for system operation where non - Tiburon systems are to be accessed. d. Work with Tiburon to verify the operation of the ancillary systems. Completion Criteria: This task is considered complete once the ancillary systems listed above have been successfully installed and the parties mutually agree that testing is satisfactorily completed. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 20 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 14: Code Table and System File Training Task Description: Tiburon will be responsible for building a set of test/training files and for defining all production data files. Tiburon will then train and assist the Client staff in the entry of agency -specific information. Training will be provided on all standard shifts, not to exceed eight hours per 24- hour period. Tiburon Responsibilities: a. Build a set of test/training files and define all production data files. b. Provide the technical manuals in electronic form for all Tiburon systems installed ten (10) days prior to training. c. Instruct the Client designees on the set-up and subsequent entry of code tables and system files. Client Responsibilities: a. Designate and assign technical personnel to receive training b. Provide suitable classroom facilities to include an overhead projector and computer workstation equipment for the instructor and each staff member participating in the training session. c. Provide individual copies of the documentation provided by Tiburon for all the students in the training session. d. Install, review and modify code tables. Completion Criteria: This task is considered complete when the scheduled Code Table and General file Building training is complete. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon Page 21 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 15: Training Task Description: A training program will be developed and scheduled exclusively for the Client and then conducted to train Client Technical and User personnel on the use of the systems. Please note that certain training sessions can take place prior to this training task or in conjunction with the installation or integration of prior tasks. The following training will be provided by Tiburon: RMS Training: "-.`< <i . � - - �S-f/��F�F. - "Y» .e..�✓i:;G'alC,1�"-}Y�:� System Set-up (Code Tables/Authorization Files) WebQuery Alpha/I ncidentiLocationNehicle 8 8 1 Property and Evidence 8 8 1 Arrest and Booking 8 8 1 Restraining Orders 2 8 1 Special Flags 2 8 1 Case Management 1 8 1 Criminal Records 4 8 1 False Alarm 2 8 1 Gang System 1 8 1 Incident Report Writing 2 8 1 N I BRS Crime Statistics 16 8 1 Officer Activity 1 8 1 Special Intelligence 2 8 1 Traffic Management 2 8 1 24 8 1 Support System Training: 8 8 1 Page 22 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Automated Reporting System (ARS) Training Reformatter Training Geographic Conversion Toolkit (GCT) Training Crystal Reports Training GPA ,Geographic Presentation Analysis Bar Code of Evidence 16 8 I 1 20 4 1 16 8 1 24 24 24 4 8 8 1 1 Tiburon Responsibilities: a. Provide all required materials in electronic form ten (10) days prior to training. b. Provide training for a designated set of Users on a mutually agreed to schedule. c. Provide training on all standard shifts, not to exceed eight hours per 24-hour period d. Allow the Client to videotape any training class for the purpose of presentation to future Client training classes. Client Responsibilities: a. Provide classroom facilities with one (1) overhead projector, one (1) computer workstation for each student and one (1) workstation for the instructor. b. Provide one (1) copy of the documentation provided by Tiburon for each student c. Designate and assign personnel with basic Windows software skills to receive training in groups not to exceed eight (8) students per session. d. Provide complete and ongoing training for all remaining Client personnel on a schedule that allows system cutover and production operation on the schedule as documented in the Project Implementation Plan. e. Provide any desired video taping equipment and services for the purpose of taping training classes for the purpose of future training. Page 23 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Completion Criteria: This task is considered complete when the scheduled training on each installed system has been completed. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. 032904 System Implementation Agreement Exhibit 2, Statement of Work Page 24 of 30 Pages Task 16: Functional Demonstration Task Description: Tiburon will demonstrate system functionality in accordance with the As -built Specification documents. Tiburon Responsibilities: a. Conduct a functional system demonstration at the Client facility. Client Responsibilities: a. Provide workstations as required to support Tiburon's functional system demonstration. b. Witness the Functional System Demonstration Completion Criteria: This task is considered complete when all major system functions have been successfully demonstrated to operate in accordance with the As -Built Specification documents. Minor deficiencies (reports format errors, cosmetic screen changes, etc) will not prevent the completion of this task. A separate task completion letter will be generated for each major system: RMS. Page 25 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 17: Integration Testing Task Description: Following functional testing of each individual system component, Tiburon will demonstrate all interfaces to ensure that the complete system operates together as defined. Tiburon Responsibilities: a. Certify the interfaces as ready for integration testing. b. Assist the Client in testing each interface as defined c. Review any discrepancies that are identified by the Client d. Resolve all Priority 1 and 2 Technical Service Requests (TSRs) and negotiate the resolution of any Priority 3 TSRs e. Provide software or documentation modifications as needed to correct the discrepancies. Client Responsibilities: a. Conduct testing and verify all inter -system communications between installed Tiburon systems and between Tiburon and non -Tiburon systems to ensure conformance with the As -built Specification documents. b. Document each discrepancy between system functionality and the As -built Specification documents. c. Work with Tiburon to identify the type of correction needed to correct any discrepancies d. Sixty (60) days prior to testing the Client will begin development of the test plan, with allowance of Tiburon to review and approve the Test Plan. e. The Client will report TSRs to Tiburon through a single appointed Client employee. Completion Criteria: This task is considered complete when the internal and external interfaces have been successfully demonstrated according to the As -built Specification documents. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 26 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 18: Execution of License and Support Agreements Task Description: Create the necessary exhibits to the Software License Agreement and Master Support Agreement. Complete and execute the following exhibits prior to production cutover: • SLA Exhibit 1 — Licensed Applications and Authorized Environments • MSA Exhibit 2 — Covered Applications • MSA Exhibit 3 — Training • MSA Exhibit 4 — Third -Party Support Contracts • MSA Exhibit 5 — Site, System and Network Specifications • MSA Exhibit 6 — Back UP Schedule and Procedures Tiburon Responsibilities: a. Create exhibit documents and deliver to the Client for review. Client Responsibilities: a. Review and approve the delivered exhibits. Completion Criteria: This task is considered complete upon Client approval of the delivered exhibits. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 27 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 19: Production Cutover Task Description: This task outlines the process for placing the system(s) in to a production environment by the Client. Tiburon Responsibilities: a. Notify the Client when each system is ready for production operation. b. Monitor the initial operation of the system both technically and functionally for up to five (5) consecutive business days following initial cutover and answer any operational questions by the Client. If specific modules are delayed for cutover, Tiburon will support those modules on-line in the mode of warranty support. c. Assist the training staff in utilizing the system and the computer operations staff in supporting the system. d. Document technical service requests (TSRs). e. Execute the Master Support Agreement with the Client f. Execute the Software License Agreement with the Client Client Responsibilities: a. Place the software into production and begin operational use in consultation with Tiburon and in accordance with the Project Plan and Schedule. b. Document errors on technical service requests (TSRs). c. Execute the Master Support Agreement with Tiburon. d. Execute the Software License Agreement with Tiburon. Completion Criteria: This task is considered complete when the system(s) is placed in production operation. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. A separate task completion letter will be generated for each major system: RMS. Page 28 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 20: Reliability Test Period Task Description: This task will verify that the system demonstrates reliable operation, as defined in Attachment Al to this SOW, in a production environment. Tiburon Responsibilities: a. Document technical service requests (TSRs). b. Respond to problems or system failures detected. c. Provide system corrections as required. d. Resolve and document resolution for priority one and priority two technical service requests (TSRs) prior to proceeding with the next task. Client Responsibilities: a. Utilize and monitor the operation of the system in a production environment. b. Log all occurrences of system failures. c. Notify Tiburon in the event of system problems or failures. Completion Criteria: This task is considered complete upon successful achievement of the reliability testing requirements. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. A separate task completion letter will be generated for each major system: RMS. Page 29 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work Task 21: Final System Acceptance Task Description: Confirm and acknowledge the completion of all project tasks, reliability tests, resolution of all punchlist items and place system under maintenance. Tiburon Responsibilities: a. Certify to the Client in writing that all products have been delivered and all requisite tests have completed successfully. b. Provide the Client with all remaining documentation and associated information as listed as project deliverables. c. Establish and activate the Source Code Escrow Deposit Client Responsibilities: a. Verify that all products have been delivered and all requisite tests have been successfully completed. Completion Criteria: This task is considered complete when the Client has acknowledged project completion and the system is placed under maintenance. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Page 30 of 30 Pages 032904 System Implementation Agreement Exhibit 2, Statement of Work ATTACHMENT Al: RELIABILITY TEST CRITERIA Each system will maintain an availability level of 99.5% for a thirty (30) day consecutive period. These test periods are separate but may overlap based on the Project Plan and Schedule. If system availability has not met this required level, the test period will be extended until this level of reliability has been demonstrated for a thirty (30) day consecutive period. The system will not be considered "down" if there is a failure of any hardware component. Failures in individual communication lines, PCs, non -Tiburon PC licensed software or modems do not constitute downtime and are the responsibility of the Client. Functional problems that do not prevent productive use of the system are not considered downtime. Software problems of this type are documented by the Client to be fixed during and following this phase. Downtime shall begin at the time that the designated Tiburon contact person has been notified of the failure. Scheduled system unavailability for the purpose of software update, performance tuning, file backups, and other processes typical in a production environment is not considered downtime. In the event that the system is considered to be "down" during this test period, one of the following will occur: • The Priority One or Two problems is immediately diagnosed and corrected. After installation of the appropriate corrections, the test period will resume. • System operation will continue, the Priority Three or Four problems will be logged and then corrected, tested and demonstrated during or following the reliability test period. The problem is documented as a "minor" system problem, the system not removed from on-line operation and the system is not considered down. Additional functional problems or areas of non-compliance with the Functional System Specification may be identified during the test. In the case where the Priority Three and Four problems of a functional nature only and do not affect the reliability of the overall system, they will not prevent completion of the test. Page 1 of 1 Pages 032904 rjb System Implementation Agreement Exhibit 2, Statement of Work Attachment A.1, Reliability Test Criteria EXHIBIT 3 To System Implementation Agreement INITIAL PROJECT SCHEDULE This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement'). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb System Implementation Agreement Exhibit 3, Initial Project Schedule ID Task Name I Duration Month 2 1 Note: This schedule is produced based on general 0 d assumptions regarding the tasks to be performed and the hours available for each task. Actual task and overall project duration will be determined as one of the initial project activities. 2 CONTRACT EXECUTION DATE 0 d 3 PROJECT START DATE 0 d 4 Task 1: PROJECT MANAGEMENT 285 d 6 Task 2: PROJECT INITIATION SESSION 0.5 d a Task 3: RMS PRODUCT FAMtLIARIZATION 22 d 9 System Set-up and Training 4 d 10 Client Hands -On Review 18 d 11 Task 4: BUSINESS PRACTICE REVIEWS 25 d 12 Geographic Files Implementation Planning 2 d 13 RMS and ARS Business Practice Review 5 d 14 Interface Design and ICD Approval 4 d 15 Project Change Requests and Options Review 5 d 16 Task 5: FINALIZE HARDWARE REQUIREMENTS 2 d i. Deployment Topology and Infrastructure Review 2 d 1a Task 6: DEVELOP PROJECT SCHEDULE 5 d 20 SIGN -OFF All Plans and Schedules 0 d 22 Task 7: HARDWARE STAGING and SYSTEM DEPt 30 d 23 Hardware Order Placed 2 d 2a Complete Site Preparation 20 d 25 Accept System Delivery On -Site 1 d 26 Complete VPN Access to on -site system 5 d 27 Tiburon stages Servers On -Site 5 d 28 29 POLICE RMSIARS IMPLEMENTATION 220.63 d 30 Task 8: Software Configuration 19 d 31 RMS/ARS Application Tailonng 19 d 32 Task 9: Software Customizations (1) 15 d 33 Customization 1 - Traffic Accident module (op 15 d 34 Task 10: Deliver As -built Specification Docum+ 5 d 36 I Task 11: Geographic File (Geoflle) 15 d 38 Task 12: Implementation of Interfaces (9) 70 d 39 RMS to existing CAD for TLETS 5 d 40 RMS to existing CAD for Incident Transfer 5 d 41 RMS to Minicipal Court System 10 d 42 RMS to TIBRS 5 d 43 RMS to Document Imaging 5 d 44 RMS to County AFIS (CrossMatch) 15 d 45 1 RMS to Tarrant County Jail System 15 d 46 RMS to Tarrant County Mug Shot System 15 d 47 Task 13: Ancillary Systems installation (1) 3 d 48 GPA Module 3 d 49 Bzr Coding of Evidence 3 d 5a Task 14: Code Table and System Files 40 d 51 Code Tables and Authorization 5 d 52 Application Tables Verification and Update 35 d 53 Task 15: Training 32.63 d 54 Train -the -Trainer Training (T3) 10.63 d 76 End -User Training 22 d 77 Task 16: Functional Demonstration 3 d 79 Task 17: Integration Testing 5 d 81 Task 18: Execution of License and Support Ag 5 d 211 Task 19: Production Cutover 5 d 84 RMS and ARS Go -live 5 d 85 Task 20: Reliability Test Period 21 d $7 Task 21: Final System Acceptance 0 d 88 J Warranty Period Begins 0 d 032904 Month 3 U System Implementation Agreement Exhibit 3 - Initial Project Schedule Month 4 0 Month 5 Month 6 Page 1 Month 7 Month 8 Month 9 Month 10 I Month 11 Month 12 Month 13 Month 14 Month 15 o o SIA Exhibit 3 Initial Project Schedule EXHIBIT 4 To System Implementation Agreement MILESTONE PAYMENT SCHEDULE This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb System Implementation Agreement Exhibit 4, Milestone Payment Schedule System Implementation Agreement Exhibit 4 Milestone Payment Schedule Payment Hware & License & Net Cumulative Task Description % Basis OEM Services Payment Payments Remainder Total Contract Amount $1,254,851 Comment Hardware and OEM Upon Delivery $9,534 $9,534 $9,534 $1,245,317 Delivery to Tiburon or City, whichever is first. 2 Project Kick-off Meeting 10% $124,532 $124,532 $134,066 $1,120,785 6 Develop Implementation Plan 5% Milestone $62,266 $62,266 $196,332 $1,058,519 3 Familiarization Demo 4% Milestone $49,813 $49,813 $246,145 $1,008,706 5 Hardware Off -site installation 2% Milestone $24,906 $24,906 $271,051 $983,800 4 Business Practice Review 8% Milestone $99,625 $99,625 $370,676 $884,175 7 Equipment On -site Installation 2% Milestone $24,906 $24,906 $395,582 $859,269 12 System Interfaces 6% Milestone $74,719 $74,719 $470,301 $784,550 10 System Specification Documents 3% Milestone $37,360 $37,360 $507,661 $747,190 14 Code Table and System File Training: a RMS 3% Milestone $37,360 $37,360 $545,021 $709,830 b Mobile ARS 2% Milestone $24,906 $24,906 $569,927 $684,924 15 Training a RMS 5% Milestone $62,266 $62,266 $632,193 $622,658 b Mobile ARS 2% Milestone $24,906 $24,906 $657,099 $597,752 16 Functional System Demonstration a RMS 5% Milestone $62,266 $62,266 $719,365 $535,486 b Mobile ARS 2% Milestone $24,906 $24,906 $744,271 $510,580 17 Integration Testing a RMS 5% Milestone $62,266 $62,266 $806,537 $448,314 b Mobile ARS 2% Milestone $24,906 $24,906 $831,443 $423,408 19 Production Cutover a RMS 5% Milestone $62,266 $62,266 $893,709 $361,142 b Mobile ARS 2% Milestone $24,906 $24,906 $918,615 $336,236 20 Reliability Test RMS 5% Milestone $62,266 $62,266 $980,881 $273,970 Mobile ARS 2% Milestone $24,906 $24,906 $1,005,787 $249,064 21 System Acceptance RMS 15% Milestone $186,798 $186,798 $1,192,585 $62,266 Mobile ARS 5% Milestone $62,266 $62,266 $1,254,851 $0 100% SIA Exhibit 4 032404 Page 1 of 1 Milestone Payment Schedule EXHIBIT 5 To System Implementation Agreement PRICING SUMMARY This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement'). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page I of I 032904 rjb System Implementation Agreement Exhibit 5, Pricing Summary Fort Worth PD System Implementation Agreement Exhibit 5 - Pricing Summary Law Enforcement Records Management -- RMS/2000: $453,094 Database Workstations: $180,000 y Database Interfaces and Subsystems: $105,609 Geographic Information Presentation Systems: $29,093 Message Switch Interfaces: $5,789 Automated Reporting System: $134,693 Other Technical and Professional Services: $337,039 Third -Party Software: Travel Expenses: 12 Months' Warranty: $9,534 included included Software Escrow: not included Performance Bond: not included Database Interfaces and Subsystems: Optional Third -Party Equipment, Software and Services I I^I I I I I I I I I I �Ir I I I I I I I I I I I I I I I I IIIIIIIIIIIII (III (IIIIIIIIIIIII IIII IIIIIIIIIIIII $40,615 $210,971 Year 1 annual maintenance: $0 Estimated yeari2 annual maintenance: $91,500 Above estimates do not include listed equipment and 3rd party software maintenance • SIA Exhibit 5 032404 Page 1 of I Pricing Summary System Implementation Agreement Exhibit 5 - Pricing Summary Fort Worth PD Law Enforcement Records Management -- RMS/2000 RMS Nucleus (1 agency) $90,900 WebQuery Browser system incl Calls for Service incl Alpha system incl Location system incl Incident system incl Property/Evidence incl Pawned Property _ incl Arrest and Booking incl Restraining Orders incl Special flags incl Beat Book incl Service Request incl Included modules: Case Management $5,200 Crime Analysis _ $9,050 False Alarm System $4,150 (ordinance -based billing not included) Gang System $2,850 RMS Jail Booking $5,200 NIBRS Crime Statistics (customized for state) $17,250 Officer Activity $2,600 Personnel/Training Special Intelligence Traffic Management (not incl state reporting) $4,150 $90,900 $5,200 $9,050 $4,150 $2,850 $5,200 $17,250 $2,600 not included not included $4,150 Optional modules: Crime Watch not included Criminal Records not included Inventory not included Juvenile records not included License and Permits _ not included UCR Crime Statistics not included 032404 Page I of 5 SIA Exhibit 5 Pricing Summary (Software and Services) System Implementation Agreement Exhibit 5 - Pricing Summary Warrant Tracking not included 25% License discount ($35,338) ($35,338) Data conversion not included Custom modifications: None proposed Pre-BPR training classes, 3 days onsite plus offsite access Business Practice Review, Configuration, Tailoring Software installation, Testing, Certification 1 1RMS Setup Training Class 1 RMS Admin Training Class 2 RMS User Training Classes RMS Follow-up training Database Workstations Site RMS workstation licenses 1 Workstation site license for the above 10% License discount Database Interfaces and Subsystems 3.5 days/class 1.5 days/class 13.5 days/class $9,984 $9,984 $47,761 $203,993 $5,944 $2,548 $51,376 $47,761 $203,993 $5,944 $2,548 $51,376 Two complete sets of user training classes. $25,476 $25,476 Subtotals $106,012 $347,082 $453,094 inci below $200,000 $200,000 ($20,000) _ ($20,000) Subtotals $180,000 $0 $180,000 1 Document Imaging interface $8,706 $8,706 Estimated cost only, warranty and extended maintenance costs to be determined Tiburon Bar Code System: 032404 Page 2 of 5 SIA Exhibit 5 Pricing Summary (Software and Services) �Q r oesccipti! 1 Property/Evidence workstation 1 Property/Evidence server Property/Evidence training Municipal Court (Maximus) Interface to Cross match Tiburon Mugshot System - TIPS: 1 Mugshot Capture workstation 1 Server w/RMS or CMS interface 1 TIPS user training Geographic Information Presentation Systems System Implementation Agreement Exhibit 5 - Pricing Summary $1,250 $7,800 $3,435 $5,153 $3,200 $26,430 $25,171 $4,685 $12,953 $3,200 $26,430 Estimated cost only, warranty and extended maintenance costs to be determined $25,171_-- $2, 550 $1,711 $4,261 $8,300 $8,554 $16,854 2 days/class $3,349 $3,349 Subtotals $19,900 $85,709 $105,609 7 GPA Geographic Presentation & Analysis licensess $18,500 $10,507 $29,007 1 GPA User Training Class 25% License discount Message Switch Interfaces ferfa existing MSS/2000 message switch 3 days/class $4,711 $4,711 ($4,625) ($4,625) Subtotals $13,875 $15,218 $29,093 $5,789 $5,789 Subtotals $0 $5,789 $5,789 Automated Rei4orting System 55 A =-: workstation software 1.5a ARS wbrkit ltion software (upgrade to existing MDS) 1 ARS system base 032404 $0 $0 No charge for MDC licenses for upgrade from MAKO $165,000 $165,000 Upgrade to combined MDC/ARS workstations $19,900 $19,900 ARS base control system Page 3 of 5 SIA Exhibit 5 Pricing Summary (Software and Services) System Implementation Agreement Exhibit 5 - Pricing Summary RNC interface not included Interface to mobile network to use existing systems. 25°I0 License discount 1 ARS Administration Training Class Other Technical and Professional Services Geographic file import from CAD/2000 1 Crystal Reports training Crystal Reports advanced training Workstation setup and software configuration Server/network installation and support services Network on -site installation Level 1 DBA services Systems Integration Project Management Optional Systems and Database Interfaces and Subsystems Tarrant County jail ($53,100) ($53,100) 2 days/class $2,893 $2,893 Subtotals $131,800 $2,893 $134,693 Subtotals $5,750 $5,750 2 days/class $4,550 $4,550 +1 day/class not included $2,888 $2,888 $16,937 $16,937 not included included $167,200 $167,200 $139,714 $139,714 $0 $337,039 $337,039 $55,377 $55,377 Estimated cost only 032404 Page 4 of 5 SIA Exhibit 5 Pricing Summary (Software and Services) cam' r uescriptie Tarrant County mugshots (OSSI) 100 Traffic accident reporting (state -specific) Option License and Services System Implementation Agreement Exhibit 5 - Pricing Summary $37,757 $27,500 $90,337 Subtotals $27,500 $183,471 $37,757 Estimated cost only $117,837 Accident Diagramming software is not part of this subsystem, but can be integrated if desired $210,971 032404 Page 5 of 5 SIA Exhibit 5 Pricing Summary (Software and Services) Fort Worth PD Qty Description n Additional Third -party Software site Microfocus runtime license Microfocus 1-year warranty and maint costs 1 Crystal Decisions Crystal Reports V9 Developer (With Report Application Server) Subtotal Third -party Geographic Data Support Geographic file data S u btota l Documentation 1 Set standard reproducible Tiburon User and Administrator documentation S u btota l Egyipment and Third Party So Recommended Equipment an RMS Server Node #1 1 Primary RMS:pSeries 630 Model 6C4 Rack -mount Server 1 Authorized Assembler Billing Adjustment Indicator 1 Light Mfg Order Indicator - Do Not Build 1 1.44MB Diskette Drive(Black Bezel) 1 CD-ROM Drive - 48X (Max) IDE 1 POWER GXT135P Graphics Accelerator with Digital Support 1 Serial to Serial Port Cable for Drawer/Drawer 2 36.4 GB 10,000 RPM Ultra3 SCSI Disk Drive Assembly 1 L200P Flat Panel Monitor 1 Serial Port Converter Cable, 9-Pin to 25-Pin System Implementation Agreement Exhibit 5 - Pricing Summary 7028-6C4 51N/C N/C 2605 $125 2633 $167 2849= $412 $7,315 $569 isco, $7,315 $1,650 $569 >:: S : i:; i ''ice � � =:=>=:=>=:=>=:-<:=:=:� i � • i?: is i>:;>�.;: <: $7,315 18 $1,650 $569 N/A $9,534 not included $0 included $0 * Warranty begins at date of first installation Maintenance costs assume contract with manufacturer $379 $379 36 7% $116 = $116 7% $155 $155 7% $383 $383 3124 $67 7% 3158 $1,283 7% 3636 $1,645 7% 3925. $21 7% 032404 Page 1 of 11 N= . $62 $62 $1,193 $2,386 $1,530 $1,530 $20 $20 me SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) Qty 1 2 1 2 1 2 1 2 script1 6 Foot Extender Cable for Displays (15 pin D-shell to pin D-shell) SCSI Connector Cable 4096MB (4x1024MB) SDRAM DIMM Memory Rack Indicator, Rack #1 10/100 Mbps Ethernet PCI Adapter II 2-way 1.45 GHz POWER4+ Processor Card Ultra SCSI Adapter - Diff (PCI 3.3V) Advanced SerialRAID Plus Adapter Fast -Write Cache Power Supply ,645 Watt AC, Hot -Swap, Base and Redundant Redundant Cooling Ultra3 SCSI 4-Pack Hot Swap Back Plane AAP Software Preinstall (RS) Power Specify for AC Language Group: US English 6 Slot PCI Riser (Initial order only) RIO-2 Enablement Indicator Power Cord Specify - US/Canada POWER CORD SPECIFY 4M - ALL Ultrium 1 Tape Drive Rack Power Cord, Single 1-Data Cartridges 1-Cleaning Cartridge Rack Mounting Kit Attached to RS/6000 2.5m HD68/HD68 SCSI cable 2.7m 125V 15A Power Cord US/Canada Serial Disk System - Advanced Drawer Model Rochester Integration Indicator 50/60 HZ AC Power Supplies Raven Black Drawer Cover Advanced 10K rpm/36.4 GB Disk Module Advanced 10K rpm/72.8 GB Disk Module 2.5 Meter Advanced SSA Cable Language Group US English 7014-Too : Rack 1:IBM RS/6000 Rack Model TOO Rack Content: 7133-D4014E IA Rack Content: 7028-6C4 / 4U System Implementation Agreement Exhibit 5 - Pricing Summary 4254 $62 4453 $7,040 7% 4651 N/C 4962.. $412 5127 $17,105 .-- ........... $541 $2,499 $479 $2,083 6204 6230 6235 6273 6557 6568 $292 7305t NIC 9172` NIC 9300 N/C 9556 N/C 9581 NIC 9800 N/C 9911 N/C 3580-H13 ... 5060 8001 8002 8723 5375 z0 9 103 141 9600 " NIC .......... 9702 N/C 9800 NIC :7133-D40 $12,750 ------ ---- 987 NIC..... $2,000 25% $250 25% 8536 $5,900 8572 $8, 850 8802$65 25% 9300 NIC 7014-T00 $2,920 156 N/C 7% 7% 7% 7% 7% 7% 7% 8022 .........:. 8031 $150 7% 206 NC 25% 25% 25% 25% 032404 Page 2 of 11 $188 $4,425 $6,638 $49 $2,190 $58 $6,547 $383 $15,908 $503 $2,324 $445 $1,937 $5,375 $20. $69 $103 $141 $9,563 $1,500 ' $1,500 $188 $26,550 $26,550 $293 $58 $13,094 $766 $15,908 $503 $4,648 $445 $3,874 $5,375 $20 $69 $103 $141 $9,563 $2,190 SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) System Implementation Agreement Exhibit 5 Pricing Summary Qty scrip 1 Front door (Black) for 1.8M(High Perforation) racks. 2 Side panel (black) for 1.8M or 2M racks 1 Power Distribution Unit - Side Mount, Single Phase, L6-3( 1 Power Distribution Unit Specify - Side Mount, Single Pha_ 1 Language Group: US English 1 Power Cord Specify - US/Canada 1 System Software including: Aix 5.1 Update CD MEDIA 5765-E61 AIX V5 Expansion pack HACMP V5.1 Microcode Upd Files and Disc Tool v1.1 CD CD-ROM Process Charge English Language CD-ROM Expedite - Branch Office Expense English U/L SBCS Secondary Language AAP PREINSTALL-SDF SHIP Asset Registration 1 C FOR AIX 3YR SW MA 5733-M52 SW MAINT 3Y Reg per Users 1 IBM C for AIX V6.0 including: 1 User w 1 YR SW Maint BRANCH OFFICE EXPEDITE CD-ROM 1 AIX V5 including: AIX V5 SW Custom QuickShip Indicator AAP PREINSTALL-SDF SHIP 7305' Asset Registration 900.1 1 HACMP V5.1 including: 5765-F62 Per Processor with 1 Year maintenance Local IBM Office Expedite 3445; Preinstall Final Light Manufacture Indicator 7305 1 HACMP 3 YR SW MA including: 5773-HMP HACMP V5.1 3Y MNT REG Per Proc 332 1 AIX SW SUPPORT 3YR including: 5773-SPT Per Processor Support 3 Year Reg/Ren ES 278 1 AIX SW SUB 3YR including: 5773-SUB Per Processor Subscription 3 Year Reg/Ren E5 290 6068 $450 6098 $150 7176 $1,200 9176 N/C 9300 N/C 9800 N/C 5692-A5L 907 919 921 973 975 ......::.:..:::::. . 1004 2924:. .......... . 3410 3445 5924 7305 9001 5733-M52 3125 5765-E32 1 3445 5809 5765-E61 N/C 1 3445 1 $50 $433 $1,080 25% 25% 25% 5 °I° 5% $5,710 15% $2, 566 $946 032404 Page 3 of 11 $338 $113 $900 $50 $411 $4,854 $2,566 $946 $50 $411 $1,026 $4,854 $2, 566 $946 SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) Qty 1 Uplifts 7028 Warranty to 24/7 response 1 Uplifts 3580 Tape Warranty to 24/7 response (3 yrs) I Extends 7028 Support by adding years 2 and 3 of 24/7 response 1 Extends SSA Support by adding years 2 and 3 of 24/7 response 1 Extends 7014 rack Support by adding years 2 and 3 of 2417 response 1 Shipping/Handling Subtotal RMS Server Node #2 1 Backup RMS:pSeries 630 Model 6C4 Rack -mount Server 1 Authorized Assembler Billing Adjustment Indicator 1 Light Mfg Order Indicator - Do Not Build 1 1.44MB Diskette Drive(Black Bezel) 1 CD-ROM Drive - 48X (Max) IDE 1 POWER GXT135P Graphics Accelerator with Digital Support 2 36.4 GB 10,000 RPM Ultra3 SCSI Disk Drive Assembly 1 Serial Port Converter Cable, 9-Pin to 25-Pin 1 6 Foot Extender Cable for Displays (15 pin D-shell to 15 pin D-shell) I SCSI Connector Cable 2 4096MB (4x1024MB) SDRAM DIMM Memory 1 Rack Indicator, Rack #1 2 10/100 Mbps Ethernet PCI Adapter II 1 2-way 1.45 GHz POWER4+ Processor Card 1 Ultra SCSI Adapter- Diff (PCI 3.3V) 2 Advanced SerialRAl D Plus Adapter 2 Fast -Write Cache 2 Power Supply ,645 Watt AC, Hot -Swap, Base and Redundant 1 Redundant Cooling 1 Ultra3 SCSI 4-Pack Hot Swap Back Plane 1 AAP Software Preinstall (RS) 1 Power Specify for AC I Language Group: US English 4242 System Implementation Agreement Exhibit 5 - Pricing Summary 7028-6C4 5 N/C 9 N/C $3,000 $2,760 $9,391 $3,840 $625 $408 7% ricze $3,000 = $3,000 $2,760 = $2,760 $9,391 $9,391 $3,840 $668 $625 $379 $3,840 $668 $625 $150,606 $379 36 2605 $125 7% $116 $116. ........... . 26331 $167 7% $155 $155 2849 $412 7% $383 - $383 3158 $1,283 3925: $21 $83 7% 7% 4254 $62 4453 $7,040 4651 NIC 4962 $412 5127 $17,105 6204 6239 6235 6273 6557 6568: $292 73-5:N/C 9172 NIC 9300 N/C 7% 7% 7% 7% $541 7% $2,499 7%. $2,083 7% $150 7% 7% 032404 Page 4 of 11 $1,193 $2,386 $20 $77 $20 $77 $58 $58 $6,547 $13,094 $383 $766 $15,908 $15,908 $503 $503 $2,324 $4,648 45 $891 $3,874 $1,937 $140 $272 $140 $272 SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) Qty Description 1 6 Slot PCI Riser (Initial order only) 1 R 1 O-2 Enablement Indicator 1 POWER CORD SPECIFY 4M - ALL Ultrium 1 Tape Drive I Rack Power Cord, Single 1 1-Data Cartridges 1-Cleaning Cartridge 1 Rack Mounting Kit I Attached to RS/6000 1 2.5m HD68/HD68 SCSI cable 1 2.7m 125V 15A Power Cord US/Canada 1 System Software including: Aix 5.1 Update CD MEDIA 5765-E61 AIX V5 Expansion pack HACMP V5.1 Microcode Upd Files and Disc Tool v1.1 CD CD-ROM Process Charge English Language CD-ROM Expedite - Branch Office Expense English U/L SBCS Secondary Language AAP PREINSTALL-SDF SHIP Asset Registration 1 C FOR AIX 3 YR SW MA 5733-M52 SW MAINT 3Y Reg per Users 1 IBM C for AIX V6.0 including: 1 User w 1 YR SW Maint BRANCH OFFICE EXPEDITE CD-ROM 1 AIX V5 including: AIX V5 SW Custom QuickShip Indicator AAP PREINSTALL-SDF SHIP Asset Registration 1 HACMP V5.1 including: Per Processor with 1 Year maintenance Local IBM Office Expedite Preinstall Final Light Manufacture Indicator 1 HACMP 3 YR SW MA including: System Implementation Agreement Exhibit 5 - Pricing Summary 9911 NIC 3580-H 13 5375 5060 20 8001 69 8002 103 8723 9600. NIC 9702D NIC 9800- NIC 5692-A5L 907 919 921 ........... 973 975: 1004 2924 3410 3445 5924 .............. _ 7305 9001 5733-M52 $433 3125 5765-E32 $1,080 3445> 58091 5765-E61 NIC 3445 7305- 9001 5765-F62 3445 7305 5773-HMP $1,940 i 15% 141 $50 $5,710 15% 032404 Page 5 of 11 $5,375 : $5,375 : $20 $20 ...:.. ... $69 $69 $103 $103 $141 $141 $50 $411 $4,854 $1,649 $50 $411 $4,854 $1,649 SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) System Implementation Agreement Exhibit 5 - Pricing Summary Qty Description HACMP V5.1 3Y MNT REG Per Proc 3 1 AIX SW SUPPORT 3YR including: 5773-SPT Per Processor Support 3 Year Reg/Ren E5 278: 1 AIX SW SUB 3YR including: 5773-SUB Per Processor Subscription 3 Year Reg/Ren E5 2 1 Uplifts 7028 Warranty to 24/7 response 1 Uplifts 3580 Tape Warranty to 24/7 response (3 yrs) 1 Extends 7028 Support by adding years 2 and 3 of 24/7 response 1 Shipping/Handling S u btota l WebQuery Server 1 Dell PowerEdge 1750 1 U server with: Versa Rails for Non -Dell Rack Intel Xeon 2.8GHz w/512K Cache, 533MHz Front Side Bus $2,566 $946 $3,000 $2, 760 ------------------- $9,391 $354 $5,095 $2,566 $2,566 $946 $946 $3,000 $3,000 $2,760 $2,760 $9,391 $9,391 $354 $354 $76,386 $5,095 $5,095 36 Single Processor for 533FSB 2GB DDR,266MHz,4X512MB DIMMS Two (2) 36GB,10K RPM, 1 in (Ultra 320) SCSI Hot Plug Hard Drives PERC4-DI, 128MB Battery Backed Cache, 1 Int 1 ext Ch- Embedded Raid On -Board RAID 1, 2 drives connected to on -board RAID 24X IDE CD-ROM 1.44MB Diskette Drive 2X64/133MHz PC l-X Riser No Mo' n No Keyboard Option N.141. se C32tvtior irict.ye,04et0Otbn for Dell PowerEdge 1750 Dua-t'Qnboafd NICS for 533Mhz Front Side Bus Redun 1ant AC Power (2X320 Watt Power Supplies) 533 FSB ' i �ti tJ �u 1 is allation and Trouble Shooting Guide on CD Wiiaaws '001er with 5 Client Licenses 16GB Utility Partition Size Override for Windows 2000 3Yr SILVER Support,24/7 4Hr Onsite, SNV Support 1 Shipping/Handling $108 $108 $108 Subtotal $5,203 me s SIA Exhibit 5 Pricing Summary 032404 Page 6 of 11 (Equipment and 3rd Party) Qty Description ARS Report Processing and Distribution Server 1 Dell PowerEdge 1750 1 U server with: Versa Rails for Non -Dell Rack Intel Xeon 2.8GHz w/512K Cache, 533MHz Front Side Bus Single Processor for 533FSB 2GB DDR,266MHz,4X512MB DIMMS Three (3) 36GB,10K RPM, 1 in (Ultra 320) SCSI Hot Plug Hard Drives PERC4-DI, 128MB Battery Backed Cache, 1 Int 1 ext Ch- Embedded Raid On -Board RAID 5, 3 drives connected to on -board RAID 24X IDE CD-ROM 1.44MB Diskette Drive 2X64/133MHz PCl-X Riser No Monitor Option No Keyboard Option No Mouse Option Active Bezel Option for Dell PowerEdge 1750 Dual Onboard NICS for 533Mhz Front Side Bus Redundant AC Power (2X320 Watt Power Supplies) 533 FSB Users Manual,lnstallation and Trouble Shooting Guide on CD System Implementation Agreement Exhibit 5 - Pricing Summary $5,344 orith $5,344 36 Windows 2000 Server with 5 Client Licenses 16GB Utility Partition Size Override for Windows 2000 3Yr SILVER Support,24/7 4Hr Onsite, SNV Support 1 Shipping/Handling $108 $108 $108 Subtotal $5,452 KVM Switch and User Console 1 Avocent Autoview PS/2 KVM Switch, 1 user, 4 systems switch AV200-4A $797 $797 $797 24 Supports Primary Server Node and w/o receiver other Servers in that rack 1 Avocent Rack mounting kit for Autoview KVM Switches RMK-34 $45 $45 $45 24 4 Avocent PS/2 keyboard, PS/2 mouse & VGA video cable, 8 CIFCA-8 $55 $55 $220 24 feet 2 Dell 1U Rack Console, 15" LCD Monitor, 83 keys keyboard 310-4227 $1,582 $1,582 $3,164 One for Primary Server Rack and One with 104-key functionality, 16 mm trackball, 2 standard mouse for second node. buttons, PS/2 interface 1 Shipping/Handling $92 $92 $92 SIA Exhibit 5 Pricing Summary 032404 Page 7 of 11 (Equipment and 3rd Party) Qty S u btota I Third -Party Software for Servers 1 Crystal Decisions Crystal Reports 9 Advanced Edition 4 Crystal Decisions Crystal Reports V9 Professional 8 Oracle Enterprise RDBMS Software processor licenses 8 Oracle RDBMS Software - Annual Support 1-year 3 Symantec PC Anywhere Host and Remote 1 Shipping/Handling S u btota l Geographic Conversion Toolkit (GCT) Workstation 1 Dell Optiplex GX270 Small Mini Tower with: Pentium 4 Processor 2.4GHz, 800FSB, 512K Cache, Intel Gigabit NIC 1GB DDR Non-ECC SDRAM, 400MHz, (2 DIMMs) 80GB EIDE 7200RPM 48X DVD-tW Combo Drive ti4MB, nVida GeForce 4MX, DVI wNGA adapter 4gd&o and Blaster Compatible I 2 poard, No Hot Keys 11 inCh' 82 flat CRT color monitor (16.0 viewable) 243 on Optical Mouse with Scroll 7 JttP,c` ltrn . DA215 Speakers ?4II �5 iric h Floppy Drive I tegratedOel Gigabit (10/100/1000), with Alert StandardLaurnat Resources CD contains Diagnostics and Driver for Dell OptiPlex Systems 032404 System Implementation Agreement Exhibit 5 - Pricing Summary RVPRC9O PRPRC9O 10055294 $1,995 $495 $40,000 $8,800 $185 $114 $1,483 $1,995 $495 $4,318 $1,995 $1, 980 18% $32,800 $262,400 Page 8 of 11 $8,800 $70,400 $185 $555 $114 $114 $337,444 $1,483 $1,483 36 Required to Support WebQuery Intranet Browser (may use Developer version, but Advanced version allows more simultaneous users) Quantity can be adjusted per client requirements. Used for Ad -hoc queries and reporting of RMS data (as well as CARS) One copy per processor in each active server node in the cluster One copy for TIPS, one for ARS and one for WebQuery servers SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) Qty Dowd Windows XP Professional Version, Service Pack 1, with CD, NTFS, English 3 Year Limited Warranty plus 3 Year Next Business Day On -Site Service 1 Symantec PC Anywhere Host and Remote 1 Shipping/Handling Subtotal Recommended Ecalpment a _ iir Optional Third -Party Equipm Tiburon Imaging for Public Safety (TIPS) Server 1 Dell PowerEdge 2600 Server with: Versa Rails for Third Party Rack, PE2600 Intel Xeon processor, 2.8GHz, 512K Cache, 533MHz Front Side Bus Single Processor Only 2GB DDR SDRAM (4X512MB) 2X3 Hot-Pluggable Split Backplane, PE2600 PERC4/Di 128MB (2 Internal Channels) - Embedded RAID Six (6) 36GB 10K RPM Ultra 320 SCSI Hard Drives Split Backplane, Drives attached to PERC4/Di, 2 X RAID 1 +4XRAID5 24X IDE CD-ROM 3.5 in, 1.44MB, Floppy Drive Intel 100 Dual Port Network Adapter No Monitor Option NO KEYBOARD OPTION No Mouse Option Redundant Power Supply, PE2600 PV110T, DLTVS80 Tape Backup, 40/80GB, Half Height, w/Controller, Internal System implementation Agreement Exhibit 5 - Pricing Summary 310-1724 221-2319 311-1193 311-2733 311-1840 340-6467 340-6863 340-6485 313-1281 340-3640 430-0377 320-0058 310-3281 310-0024 310-1726 340-7173 $142 $112 $7,985 032404 Page 9 of 11 $142 $112 $7,985 $142 $112 $1,737 $7,985 36 To mount inside IBM rack (round holes) - If using standard rack (square holes), order RapidRails instead RAID 1 array for D.S. and Applications, RAID 5 array for images CD-RW Optional for archiving photos SIA Exhibit 5 Pricing Summary (Equipment and 3rd Party) System Implementation Agreement Exhibit 5 - Pricing Summary ..,c3= `^•-:Y[h : is\....\.. ,?,:.:.-# .�'.!� . "-i:-� // . n: is iiii: .a•� -�i � '•\^i •i\ •:4iiiiiiiiiiii: - - ---- _ _ Electronic Documentation,P2600 310-0438 Windows 2000 Server w/5 cal 420-3663 16GB Utility Partition Size Override for Windows 2000 420-0284 3Yr SILVER Support, 2417, 4Hr Onsite, SAW Support 1 Shipping/Handling Subtotal TIPS Image Capture and Printing Station 1 DellOptiPlex GX270 Small MiniTower with: 119, 950-0227 Pentium 4 Processor 2.40GHz, 800FSB, 512K Cache, Intel Gigabit NIC 512MB DDR Non-ECC SDRAM, 333MHz, (2 DIMMs) 40GB EIDE 7200RPM 48X CD-ROM Integrated DVMT Video Integrated Sound Blaster Compatible Dell PS/2 Keyboard, No Hot Keys Dell 17 inch M782 flat CRT color monitor (16.0 viewable) $148 $1,202 A§ms, $148 $148 $8,133 $1,202 $1,202 36 Quantity can be adjusted per client requirements. Dell USB 2-Button Optical Mouse with Scroll Internal Dell Business Audio Speaker 1.44MB 3.5 Inch Floppy Drive Integrated Intel Gigabit (10/100/1000), with Alert Standards Format Resources CD contains Diagnostics and Driver for Dell OptiPlex Systems Windows 2000 Professional Service Pack 4 with CD using NTFS 3 Year Limited Warranty plus 3 Year NBD On -Site Service 1 Canon Pan/Tilt/Zoom Communication Camera VC-C4 $1,059 $1,D59 $1,059 12 1 Integral Technologies Flashbus MV Lite video capture card INT-FBMV- $395 $395 $395 LT 1 4-Pin M to 4-Pin M S-Video 25' cable A8C265-25- $35 $35 $35 GLD 1 RS-232c Camera Control Cable - 25' $85 $85 $85 1 Hewlett-Packard Photosmart 7550 advanced seven -ink printer Q1605A#A $320 $320 $320 12 BA SIA Exhibit 5 Pricing Summary 032404 Page 10 of 11 (Equipment and 3rd Party) System Implementation Agreement Exhibit 5 - Pricing Summary City 1 Hewlett-Packard Electronic SupportPack 3 Year Next Business 12850E Day Exchange 1 Symantec PC Anywhere Host and Remote 1 Shipping/Handling Subtotal Other Third -party Software and Services 100 CrashZone Subtotal Optional Third -Party Equipment, q' $59 $185 $142 $290 tat $59 $185 $142 $59 $185 $142 $3,482 $290 $29,000 $29,000 HP will send a permanent replacement unit, freight prepaid, via premium air freight carrier to the customer. The customer must return the defective unit. SIA Exhibit 5 Pricing Summary 032404 Page 11 of 11 (Equipment and 3rd Party) EXHIBIT 6 To System Implementation Agreement SOFTWARE LICENSE AGREEMENT This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page I of 032904 rjb System Implementation Agreement Exhibit 6, Software License Agreement SOFTWARE LICENSE AGREEMENT This Software License Agreement is made and entered into as of the day of 200_ (the "Effective Date"), by and between , with its principal place of business at (the "Licensee"), and Tiburon, Inc., a Virginia corporation, with its principal place of business at 39350 Civic Center Drive, Suite 100, Fremont, California, 94538 ("Tiburon"). RECITALS WHEREAS, Tiburon has developed certain software applications that have been installed on the Licensee's automated computer system and the Licensee desires to obtain a license and right to use such software applications on such system in accordance with the terms, and subject to the conditions, set forth below; and WHEREAS, Tiburon has the right to sublicense certain software applications developed by third parties that have been installed on the Licensee's automated computer system and the Licensee desires to obtain a sublicense and right to use such third party software applications on such system in accordance with the terms, and subject to the conditions, set forth below; NOW THEREFORE, in consideration of the mutual covenants contained herein this Agreement, the Licensee and Tiburon hereby agree as follows: AGREEMENT 1. Definitions The following definitions apply to the terms used within this Agreement: 1.1. "Agreement" shall mean this Software License Agreement and its exhibits, as the same may from time to time be amended in accordance with the terms hereof. 1.2. "As -Built Specification Document" shall mean, with respect to any Licensed Application, the document setting forth the specifications for such Licensed Application delivered upon acceptance of the Licensed Application in accordance with the applicable implementation agreement, as such specifications may thereafter be modified or supplemented from time to time to reflect Enhancements subsequently provided by Tiburon. 1.3. "Authorized Server" shall mean, with respect to any Licensed Application, the server identified as corresponding to such Licensed Application on Exhibit 1 attached hereto and incorporated herein by this reference. 1.4. "Authorized Site" shall mean, with respect to any Authorized Server, the address and room number identified as corresponding to such Authorized Server on Exhibit 1 attached hereto and incorporated herein by this reference. 1.5. "Derivative Works" shall mean, with respect to any Licensed Application, any translation, abridgement, revision, modification, or other form in which such Licensed Application may be recast, transformed, modified, adapted or approved after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.6. "Documentation" shall mean any written, electronic, or recorded work that describes the use, functions, features, or purpose of the System, or any component or subsystem thereof, and that is published or provided to the Licensee by Tiburon, Tiburon's subcontractors or the original manufacturers or Page 1 of 8 032904 rjb Ft. Worth SLA Exhibit 6 Software License Agreement developers of third party products provided to the Licensee by Tiburon, including, without limitation, all end user manuals, training manuals, guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.7. "Effective Date" is defined in the preamble hereof. 1.8. "Enhancement" shall mean, with respect to any Licensed Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Licensed Application and that is integrated with such Licensed Application after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement, or that is related to a given Licensed Application but offered separately by Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement 1.9. "Error" shall mean, with respect to any Licensed Application, a defect in the Source Code for such Licensed Application that prevents such Licensed Application from functioning in substantial conformity with the As -Built Specifications with respect thereto. 1.10. "Licensed Application" shall mean each of the software applications set forth on Exhibit 'I attached hereto and incorporated herein by this reference, which software applications were developed by Tiburon and furnished to the Licensee in conformity with the As -Built Specifications with respect thereto, together with all Derivative Works, all Maintenance Modifications and all Documentation with respect thereto; provided, however, that Licensed Applications shall consist of Object Code only and shall not include any Enhancements. 1.11. "Licensee" is defined in the preamble hereof. 1.12. "Maintenance Modifications" shall mean, with respect to any Licensed Application, a computer software change to correct an Error in, and integrated into, such Licensed Application, but that does not alter the functionality of such Licensed Application and that is provided to the Licensee by Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.13. "Object Code" shall mean computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering. 1.14. "Source Code" shall mean computer programs written in higher -level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 1.15. "Sublicensed Applications" shall mean the software application specified on Exhibit 'I attached hereto developed by any source external to Tiburon, such as a subcontractor, distributor, re -seller, personal computer software supplier or system software supplier, and furnished to the Licensee by Tiburon for integration into the System. 1.16. "System" shall mean the Licensee's computer automated system consisting of the Licensed Applications combined with any of the Authorized Servers, the operating systems installed on each of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Licensed Applications, any communications interfaces installed on any of the Authorized Servers, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites. 1.17. "Tiburon" is defined in the preamble hereof. Page 2 of 8 032904 rjb Ft. Worth SIA Exhibit 6 Software License Agreement 1.18. "Tiburon Confidential Information" is defined in Section 6.1 hereof. 2. Licenses and Restrictions 2.1. Grant of Licenses. Subject to the conditions set forth in Section 2.2 hereof, Tiburon hereby grants to the Licensee, pursuant to the terms and conditions hereof, a perpetual, nonexclusive, nontransferable license: (a) to use each Licensed Application and each Sublicensed Application, in Object Code only, on the Authorized Server with respect thereto and at the Authorized Sites with respect thereto; (b) to conduct internal training and testing on each Licensed Application and each Sublicensed Application; (c) to perform disaster recovery, backup, archive and restoration testing, and implementation with respect to each Licensed Application and each Sublicensed Application; (d) to make no more than two (2) archival copies of any Licensed Application or Sublicensed Application, provided that each copy of any Licensed Application shall include Tiburon's copyright and other proprietary notices and each copy of any Sublicensed Application shall include the copyright and other proprietary notices required by the developer of such Sublicensed Application. 2.2. Conditions to Grant of Licenses. No grant of any license or right pursuant to Section 2.1 hereof with respect to any Licensed Application or any Sublicensed Application shall be effective, and the Licensee shall have no license or right to use such Licensed Application or such Sublicensed Application, until such Licensed Application or such Sublicensed Application has been accepted by the Licensee in accordance with the acceptance terms set forth in the applicable implementation agreement and all license fees, sublicense fees or royalties with respect to such Licensed Application or such Sublicensed Application have been paid in full in accordance with the payment terms set forth in the applicable implementation agreement. 2.3. Restrictions on Use (a) The Licensee agrees to use the Licensed Applications and the Sublicensed Applications only for the Licensee's own use. The Licensee shall not allow use of any Licensed Application or any Sublicensed Application by any parent, subsidiaries, affiliated entities, or other third parties, or allow any Licensed Application or any Sublicensed Application to be used on other than on the Authorized Server at the Authorized Site with respect thereto. (b) Except as otherwise specifically set forth in Section 2.1 hereof, the Licensee shall have no right to copy any Licensed Application or any Sublicensed Application. Any copy of any Licensed Application (whether or not such copy is permitted) shall be the exclusive property of Tiburon. Any copy of any Sublicensed Application (whether or not such copy is permitted) shall be the exclusive property of the developer of such Sublicensed Application. The Licensee shall not distribute or allow distribution of any Licensed Application or any Sublicensed Application or any Documentation or other materials relating thereto without Tiburon's prior written consent. (c) The Licensee's licenses and rights to use the Licensed Applications and the Sublicensed Applications is limited to a license and right to use only the Object Code relating thereto. The Licensee shall have no license or right with respect to the Source Code for any Licensed Application or any Sublicensed Application. (d) The Licensee shall not, and shall not permit any other party to, make any alteration, modification or enhancement to any Licensed Application or any Sublicensed Application unless, and only to the extent, specifically authorized by Tiburon. The Licensee shall not, and shall not permit any Page 3 of 8 032904 rjb Ft. Worth SIA Exhibit 6 Software License Agreement other party to, disassemble, de -compile or reverse -engineer any Licensed Application or any Sublicensed Application. (e) The Licensee shall not use any Licensed Application or any Sublicensed Application, and shall not permit any third party to use any Licensed Application or any Sublicensed Application, for processing data of any entity other than the Licensee. 3. Ownership. Except for the rights expressly granted therein pursuant to Section 2 hereof, Tiburon shall at all times retain all right, title and interest in and to each Licensed Application and all copies thereof (whether or not permitted), including all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto (whether or not developed by Tiburon). By this Agreement, the Licensee hereby assigns to Tiburon any and all rights it may have or later acquire to any and all Derivative Works (whether or not developed by Tiburon). 4. Term and Termination 4.1. Effective Date. This Agreement shall take effect on the Effective Date after (i} it has been fully executed by duly authorized representatives of both parties, and (ii) Tiburon's receipt of written notification from the Licensee that any certification or approval of this Agreement required by statute, ordinance, or established policy of the Licensee has been obtained. 4.2. 4.3 hereof. Term. This Agreement shall continue in effect until terminated as set forth under Section 4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days prior written notice to Tiburon of its intent to do so. Tiburon may terminate this Agreement immediately if the Licensee breaches any material provision of this Agreement. 4.4. Effect of Termination. Upon termination of this Agreement, all licenses granted to the Licensee hereunder shall be revoked. Upon termination of this Agreement, (a) the Licensee shall return to Tiburon, within ten (10) business days of such termination, all Tiburon Confidential Information and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment other documents or property relating thereto and all copies of any of the foregoing (in whatever medium recorded); (b) the Licensee shall discontinue all use of the Licensed Applications and the Sublicensed Applications; and (c) the Licensee shall certify in a written document signed by an authorized representative that the material specified in the preceding clause (a) has been returned to Tiburon, that all copies of the Licensed Applications and the Sublicensed Applications have been permanently deleted or destroyed, and that all use of the Licensed Applications and the Sublicensed Applications has been discontinued. The expiration or termination of this Agreement will not relieve the Licensee of its obligations under Section 6 hereof regarding Tiburon Confidential Information. 5. Limited Warranties and Liability 5.1. Warranty. THE LICENSED APPLICATIONS ARE LICENSED "AS IS". NO EXPRESS OR IMPLIED WARRANTIES FOR THE LICENSED APPLICATIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS SOFTWARE LICENSE AGREEMENT. 5.2. Limitation of Liability. NEITHER TIBURON NOR ANY PERSON ASSOCIATED WITH TIBURON SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER TH MENT, EVEN IF TIBURON HAS BEEN INFORMED OF THE POSSIBILITY OF SU H I , GE%; ;, O1. I G BUT NOT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS' °' .-T1110.00 JI THE OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMCTHIS'SE SHALL Page 4 of 8 032904 rjb _,u Ft. Worth SIA Exhibit 6 Software License Agreement SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY FOR BREACH OF WARRANTY OR ANY OTHER PROVISION OF THIS AGREEMENT. 6. Confidential Information 6.1. Tiburon Confidential Information. The Licensee agrees to maintain the confidentiality of any Tiburon Confidential Information (as defined below) and to treat such information with the same degree of care and security as it treats its own most confidential information. The Licensee shall not, without Tiburon's prior written consent, disclose such information to any person or entity other than to the Licensee's employees or consultants or funding agency representatives legally bound to abide by the terms hereof and having a need to know such information, or sell, license, publish, display, distribute or otherwise use such information except as authorized by this Agreement. The term "Tiburon Confidential Information" shall include all Licensed Applications and any other Tiburon software applications (whether or not licensed to the Licensee) and all Derivative Works, Enhancements, Maintenance Modifications and Documentation with respect thereto as well as any written information of a confidential nature clearly labeled by Tiburon as being confidential or otherwise indicated by Tiburon in writing as being confidential. The Licensee understands and agrees that Tiburon Confidential Information constitutes a valuable business asset of Tiburon, the unauthorized use or disclosure of which may irreparably damage Tiburon. In the event of the Licensee's breach or threatened breach of any of the provisions in this Agreement, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Licensee from any unauthorized use or disclosure of any Tiburon Confidential Information. 6.2. Exclusions. Notwithstanding Section 6.1 hereof, Tiburon Confidential Information shall not include information which the Licensee can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or available or otherwise part of the public domain; (b) is rightfully known by the Licensee without restriction on use prior to its first receipt of such information from Tiburon as evidenced by its records; (c) is hereafter furnished to the Licensee by a third party authorized to furnish the information to the Licensee, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by Tiburon to disclose. 6.3. Exceptions. Notwithstanding Section 6.1 hereof, disclosure of Tiburon Confidential Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof including Texas Public Information Act and FOIA; provided, however, that the recipient of such confidential information shall first have given notice to the other party and shall make a reasonable effort to obtain all protections prescribed under law to protect the information.; (b) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or (c) the Licensee received the prior written consent to such disclosure from Tiburon, but only to the extent permitted in such consent. 6.4. Survival. Unless mutually agreed otherwise in writing, the obligations hereunder with respect to each item of Tiburon Confidential Information shall survive the termination or expiration of this Agreement. 7. Miscellaneous 7.1. Relationship. The relationship created hereby is that of Licensor and Licensee. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party. The Page 5 of 8 032904 rjb Ft. Worth SIA Exhibit 6 Software License Agreement employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. 7.2. No Rights in Third Parties. This Agreement is entered into for the sole benefit of the Tiburon and the Licensee and, where permitted above, their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement. 7.3. Entire Agreement. This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Licensee relating to the subject matter hereof and supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants, and all other communications between the parties (oral or written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained in any purchase order or other form provided by the Licensee in connection with this Agreement and any such terms and conditions shall have force or effect. No affirmation, representation or warranty relating to the subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be enforceable by the Licensee unless specifically set forth in this Agreement. 7.4. Amendments. No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of the parties hereto. 7.5. Assignment. Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may, upon prior written notice , assign this Agreement to its successor in connection with a sale of its business without obtaining consent of any party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives, administrators and assigns. Any assignment attempted in contravention of this section will be void. 7.6. Governing Law. All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by this Agreement. 7.7. Arbitration. All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof may, if agreed by both parties„ be submitted to and resolved by final and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The parties understand and agree that the arbitration will be instead of any civil litigation, except that either party may petition a court for a provisional remedy pursuant to Code of Civil Procedure Section 1281.8, and that the arbitrator's decision will be final and binding to the maximum extent permitted by law and enforceable by any court having jurisdiction thereof. 7.8. Venue. All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in the State of Texas, Tarrant County. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 7.9. Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and must be signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Page 6 of 8 032904 rjb Ft. Worth SIA Exhibit 6 Software License Agreement Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 7.10. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 7.11. Survival of Provisions. The provisions set forth at Sections 3, 5,2 and 6.1 of this Agreement will survive the termination of this Agreement. 7.12. Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) one (1) business day after being deposited with a reputable overnight air courier service; or (c) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre- paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre -paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. To Tiburon: Attn: Contract Administrator Tiburon, Inc. 39350 Civic Center Dr., Ste. 100 Fremont, CA 94538 Phone: 510-792-2108 Fax: 510-742-1057 To Licensee: [NAME OF LICENSEE] [ATTENTION] [STREET ADDRESS] [CITY, STATE, ZIP] Phone: Fax: 7.13. Construction. The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 7.14. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. Page 7 of 8 032904 rjb Ft. Worth SIA Exhibit 6 Software License Agreement SIGNATURE PAGE EXECUTED in multiple originals on this, the day of , 200 CITY OF FORT WORTH: ATTEST: CITY OF FORT WORTH City Secretary Assistant City Manager By: By: APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney M&C: Date: TIBURON, INC. Name: Title: By: Date: Page 8 of 8 032904 rjb Ft. Worth SIA Exhibit 6 Software License Agreement EXHIBIT 'I To Software License Agreement LICENSED APPLICATIONS AND AUTHORIZED ENVIRONMENTS This Exhibit is attached to, incorporated into and forms part of the Software License Agreement, dated , 20, between the Licensee and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. LICENSED APPLICATIONS The following software applications constitute Licensed Applications under the Agreement. The server and site locations corresponding to each Licensed Application shall constitute the Authorized Server and Authorized Site with respect to such Licensed Application for purposes of the Agreement. Name of Make, Model, Serial Number of Address and Room Number of Authorized Site Application Authorized Server of Authorized Server SUBLICENSED APPLICATIONS The following software applications constitute Sublicensed Applications under the Agreement. The server and site locations corresponding to each Sublicensed Application shall constitute the Authorized Server and Authorized Site with respect to such Sublicensed Application for purposes of the Agreement. Name of Make. Model, Serial Number of Address and Room Number of Authorized Site Application Authorized Server of Authorized Server 032904 rjb Page 1 of 1 Ft. Worth SIA Exhibit 6 Software License Agreement Exhibit 1, Licensed Applications and Authorized Environments EXHIBIT 7 To System Implementation Agreement MASTER SUPPORT AGREEMENT This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement MASTER SUPPORT AGREEMENT This Master Support Agreement (this "Agreement") is entered into this day of , 200_ (the "Effective Date"), by and between (the "Client") and Tiburon, inc., a Virginia corporation having its primary place of business at 39350 Civic Center Drive, Fremont, California 94538 ("Tiburon"). WHEREAS, the Client has determined that it desires to obtain from Tiburon certain support services relating to a computer automated system previously developed and implemented by Tiburon for the Client; and WHEREAS, Tiburon is qualified to provide the support services specified in this Agreement and, subject to the terms and conditions set forth in this Agreement, Tiburon desires to provide such support services; NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon hereby agree as follows: 1. Definitions Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached hereto and incorporated herein by this reference, unless otherwise defined herein. 2. Scope of Work 2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, Tiburon shall provide the following support for the Covered Applications ("Basic Support"). (a) Application Errors. Tiburon will correct any Error in any of the Covered Applications discovered by the Client during the term of this Agreement, provided (a) the Client provides all information regarding such Error that may be requested by Tiburon in accordance with Section 5.1 hereof [Technical Service Requests], (b) such Error is reproduced by the Client in accordance with Section 5.4 hereof [Error Reproduction], and (c) the Client has provided Tiburon with remote access to the System as required under Section 5.2 hereof [Remote Access]. (b) Customer Support Center. Tiburon will provide toll -free telephone support for routine operational and technical assistance. Support for Priority One Calls relating to Tiburon's Computer Aided Dispatching (CAD) software application, Correctional Management Systems (CMS) software application and Message Switch System (MSS) software application shall be available twenty four hours a day, seven days a week. Support for all other calls will be available during Tiburon's normal support hours of 8:00 a.m. to 5:30 p.m. Central time (not including weekends and Tiburon holidays). Tiburon reserves the right to charge reasonable call -out fees for any call received other than during Tiburon's normal support hours. (c) Account Manager. Tiburon will designate, in a written notice delivered in accordance with Section 24 hereof [Notices], a single individual to act as the account manager for purposes of coordinating technical support as set forth herein (the "Account Manager"). The Account Manager shall ensure Tiburon's compliance with, and shall coordinate appropriate schedules in connection with, its obligations set forth herein. Tiburon may change the individual designated hereunder by providing the Client with advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as the Account Manager. Page 1 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement (d) Status Reports. Tiburon will provide the Client with a monthly status report (a "Monthly Status Report"). Each Monthly Status Report will include a summary of site activity and a summary of requests by the Client for technical services delivered in accordance with Section 5.1 hereof [Technical Service Requests]. Each Monthly Status Report will be delivered to the Client in accordance with the notice provisions set forth in Section 24 hereof [Notices]. (e) Back -Ups. Subject to the Client's obligations under Section 5.5 hereof [Maintenance and Back -Ups], Tiburon will (a) provide and maintain automated back-up scripts, (b) review on a monthly basis back-up logs to insure required back-ups are being successfully completed; and (c) subject to the Client's obligations under Section 5.5 hereof [Maintenance and Back -Ups], test the back-up procedure on a monthly basis by mounting back-up tapes of a specific date for examination. (f) Interface Updates. Tiburon will provide updates to the National Crime Information Center interface (via TCIC and/or TLETS) and related Documentation, including all existing screen formats developed and currently supported by Tiburon, for all legal requirements or modifications mandated by the National Crime Information Center, when such requirements or modifications require a modification to the Source Code relating to any Covered Application and are necessary for the proper performance of the Covered Applications. (g) Changes mandated to the communications protocols by any state, county, city or municipal governmental entity , TCIC, TLETS, or the National Crime Information Center are outside the scope of this section. 2.2. Additional Support Options. In addition to Basic Support, and to the extent allowed by law, the Client may purchase additional support options, such as Advanced Database Support, Advanced System Support, Advanced Network Support and other services that may, from time to time, be offered by Tiburon (each, an "Additional Support Option"). The Client may request information regarding the Additional Support Options currently available from the Tiburon Account Manager. The terms and conditions for each Additional Support Option shall be set forth in a separate exhibit which, upon payment of the required annual fee for such Additional Support Option, shall automatically become part of this Agreement and shall be subject to the terms hereof. The Client may discontinue any Additional Support Option by providing Tiburon at least ninety (90) calendar days prior written notice identifying the Additional Support Option to be discontinued; provided, however, that such discontinuance shall not be effective until the next occurring Payment Date. 2.3. Enhancements. From time to time, the Client may request Tiburon to provide under this Agreement services and materials to furnish, install and implement an Enhancement. The installation and implementation of such Enhancement shall be provided, at Tiburon's option, on a fixed -quote basis with payment milestones.. No Enhancement shall be provided under this Agreement unless (a) this Agreement is amended as necessary or appropriate to include the Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms hereof; (c) the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this Agreement shall be amended to include the Enhancement as a Covered Application subject to the Client's payment of any necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that, upon final acceptance of such Enhancement, the Software License Agreement shall be amended as necessary or appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to payment in full of all amounts due under the Enhancement Terms. 2.4. Out of Scope Services. From time to time, the Client may request Tiburon to provide under this Agreement certain Out of Scope Services. Tiburon shall be under no firm obligation to perform any Out Page 2 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that it is capable of doing so without substantially interfering with its other obligations under this Agreement or with its obligations to its other customers. Any Out of Scope Services shall be provided on a fixed -quote basis 3. Term The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with its terms. 4. Fees and Payment 4.1. Annual Support Fees (a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date during the term of this Agreement. (b) Additional Support Options. The Client shall pay an annual fee for any requested Additional Support Options. The amount of such annual fee shall be set forth on the exhibit pertaining to such Additional Support Option and shall be paid on or prior to the commencement of any services relating to such Additional Support Option and, thereafter, on each Payment Date during the term of this Agreement unless such Additional Support Option has been discontinued in accordance with Section 2.2 hereof [Additional Support Options]. 4.2. Annual Adjustments. The fees payable pursuant to Section 4.1 hereof [Annual Support Fees] will be increased on an annual basis by no more than five percent (5%) upon at least thirty (30) days prior written notice to the Client, as reflected on Tiburon's invoice for the annual fee.. Any such increase shall become effective on the next occurring Payment Date. 4.3. Invoices. Invoices for the annual fees required pursuant to Section 4.1 hereof [Annual Support Fees] shall be payable on or prior to each Payment Date during the term of this Agreement. All other invoices issued hereunder shall be payable within thirty (30) days of receipt unless otherwise specifically provided therein. 4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such amount is due shall constitute a material default under this Agreement and could result in the termination of this Agreement or all or part of the Basic Support or any Additional Support Option. Tiburon reserves the right to charge the Client an administrative fee to reinstate any part of its support that has lapsed due to nonpayment. The administrative fee shall equal ten percent (10%) of the then -current annual support fee for the lapsed support. Page 3 of 15 032904 rjb 4 7 ' `} System l reement exhibit 7, Master Support Agreement 5. Client Responsibilities 5.1. Technical Service Requests. The Client shall provide all information requested by Tiburon necessary to complete its Technical Service Request Form for each request for technical services, whether under this Agreement or otherwise. 5.2. Remote Access. The Client shall provide remote system access in accordance with the document titled "Security Standards For Outside Data Connections To City Of Fort Worth Networks" (the "Extranet Standard") set forth in Exhibit 7 hereto. Tiburon shall not be responsible for any costs relating to the installation, maintenance and use of such equipment and all associated telephone use charges. Tiburon shall use the data connection solely in connection with the provision of its services hereunder. The Client shall run appropriate tests following each remote access as requested by Tiburon. If the Client fails to run necessary tests as required in this Section 5.2, Tiburon will provide such services and will charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses. 5.3. Physical Access. The Client shall provide Tiburon with physical access to the System at any time during normal business hours. After normal business hours, the Client shall ensure that one of the Technical Support Coordinators designated under Section 5.11 hereof [Technical Support Coordinators] can be reached by phone or pager to (a) provide physical access to the System within two (2) hours of Tiburon's request for such access, and (b) remain on -site until Tiburon determines that there is no longer a need for physical access. 5.4. Error Reproduction. Upon detection of any Error in any of the Covered Applications, the Client shall provide Tiburon a listing of output and any other data, including databases and back-up systems, that Tiburon may reasonably request in order to reproduce operating conditions similar to those present when the Error occurred. 5.5. Maintenance and Back -Ups. The Client shall ensure that maintenance and back-up activities relating to the Covered Applications and the System, including without limitation backing up databases and journal logs, purging out of date records and running reports and performing diagnostics as requested by Tiburon, are carried out in accordance with the schedule and methodology specified on Exhibit 6 attached hereto and incorporated herein by this reference. 5.6. Data Input. The Client shall update and maintain the input data as may be required by Tiburon for satisfactory operation of the Covered Applications, and be responsible for the accuracy of all Client -provided data. 5.7. Third -Party Product Support. The Client shall obtain and maintain in effect during the term of this Agreement the technical support contracts for certain Third -Party Products as specified on Exhibit 4 attached hereto and incorporated herein by this reference, and shall ensure that, in addition to authorizing the Client to request support services there under, each such support contract also expressly authorizes Tiburon to request support services there under on the Client's behalf. 5.8. System Security. The Client shall ensure that the security of the System conforms in all respects to the state -mandated law enforcement telecommunications requirements. The Client shall ensure that no workstations have access to the Covered Applications other than those licensed by Tiburon to access the Covered Applications and that such access is limited to only those TCP/IP addresses and TCP/IP service ports identified by Tiburon required to support such workstations. 5.9. System Modifications. The Client shall ensure that, with respect to each Covered Application, such Covered Application is installed only on the Authorized Server(s) and only at the Authorized Site(s). The Client shall ensure that each Authorized Site(s) conforms in all respects to the Site Specifications Page 4 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement set forth on Exhibit 5 attached hereto and incorporated herein by this reference (the "Site Specifications"). The Client shall ensure that no changes or other alterations or modifications are made to the System Configuration without concurrence of Tiburon; provided, however, that this requirement is not intended to constitute in any manner Tiburon's approval, certification, endorsement or warranty of the System Configuration. 5.10. Authorized Client Representative. The Client shall designate, in a written notice delivered in accordance with Section 24 hereof [Notices], a single individual to act as the Client's authorized representative for purposes of this Agreement (the "Client Representative"). Such individual (a) must be authorized to act on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with Tiburon's services under this Agreement. The Client may change the individual designated hereunder by providing Tiburon advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as the Client Representative. 5.11. Technical Support Coordinators. The Client shall designate, in a written notice delivered in accordance with Section 24 hereof [Notices], one or more individuals to act as the Client's technical support coordinator (a "Technical Support Coordinator"). The Client shall ensure that each Technical Support Coordinator designated hereunder shall have received the training required under Section 5.12 hereof [Training] and shall otherwise be familiar with the Covered Applications and the System. The Client shall ensure that, at all times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle operational problems, where appropriate; (b) to provide access to the System as required under Section 5.3 hereof [Physical Access]; (c) to provide on -site technical assistance as required by Tiburon to aid Tiburon in performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder and, if required, provide Tiburon with required direction regarding recommended preventative maintenance activities. The Client may change any individual designated hereunder by providing Tiburon with advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as a Technical Support Coordinator. 5.12. Training. The Client shall ensure that all Technical Support Coordinators and other personnel have received the training specified on Exhibit 3 attached hereto and incorporated herein by this reference, and otherwise maintain sufficient personnel with sufficient training and experience to perform its obligations under this Agreement. 5.13. Operations Review. The Client shall meet with Tiburon as may be reasonably requested to discuss operational issues and the status of the Covered Applications and the other components of the System, and as required to provide timely responses to issues identified by Tiburon related to maintenance of the Covered Applications or the other components of the System. The Client shall ensure that key personnel designated by Tiburon participate in the operations review process. 6. Exclusions 6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities] and in the Software License Agreement. Any Additional Support Option provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities], in the Software License Agreement and in the exhibit pertaining to such Additional Support Option. 6.2. Reserved. 6.3. Failure of Remote Access. If the Client is unable to provide remote access to the System as required by Section 5.2 hereof [Remote Access], Tiburon will, at the Client's request, provide on - site services to correct an Error to the extent otherwise required hereunder and will charge the Client for such Page 5 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.4. Unauthorized Modifications. Tiburon is under no obligation to correct any Error in any of the Covered Applications if the Error is due to a modification or alteration to such Covered Application in violation of the terms of the Software License Agreement or relates to any portion of such Covered Application that has been affected by software not developed and installed by Tiburon. Tiburon is under no obligation to correct any problems caused by any modification or alteration to any component of the System or to the System Configuration in violation of the terms of this Agreement or caused by software or hardware not developed and installed by Tiburon. If requested by the Client, Tiburon will provide technical support services to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.5. Unauthorized Use. Tiburon is under no obligation to correct any Error in any of the Covered Applications or any problems with any other component of the System if such Error or other problem is caused by (a) accident, neglect, misuse or abuse on the part of any party other than Tiburon; (b) is due to exposure to conditions outside the range of the environmental, power and operating specifications provided by Tiburon in the Site Specifications delivered pursuant to Section 5.9 hereof [System Modifications]; or (c) use of any of the Covered Applications or any other component of the System for any purpose other than that for which it was originally acquired. If requested by the Client, Tiburon will provide technical support services to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.6. Third -Party Products. Tiburon shall have no responsibility for correcting or resolving any errors, defects or failures in any Third -Party Products. Tiburon's only obligation with respect to such Third -Party Products is to assist with the coordination of support services with the appropriate third -party vendor to the extent such support services are available to the Client. 6.7. Third -Party Product Compatibility. Tiburon shall have no responsibility for any Third -Party Product provided and installed on or integrated into the System by any other party without Tiburon's prior written authorization, including but not limited to responsibility for the installation and integration of any such Third -Party Products, the condition, operation and performance of any such Third - Party Products, the compatibility of any such Third -Party Products with the Covered Applications, and any impact any such Third -Party Products have on the overall operation or performance of any of the Covered Applications or any other component of the System. If requested by the Client, Tiburon will provide technical support services pursuant to Section 2.4 hereof [Out of Scope Services] to resolve any operation or performance problems relating to any of the Covered Applications or any other component of the System caused by any such Third -Party Products or to assist with the integration of any such Third -Party Products with or into any of the Covered Applications or any other component of the System. Tiburon will charge the Client for any such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, TIBURON DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON -INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE. Page 6 of 15 032904 rjb mentation 7, M ri3Wport greement g reement 7. Protection of Confidential and Proprietary information 7.1. All Client Confidential Information shall be held in strict confidence by Tiburon, and Tiburon shall not, without the Client's prior written consent, disclose such information to any person or entity other than to Tiburon's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection with Tiburon's performance of the services hereunder, or use such information other than in connection with the performance of the services hereunder. The term "Client Confidential Information" shall include all Client data ,including that which resides in City databases. and other written information of a confidential nature clearly labeled by the Client as being confidential. Tiburon understands and agrees that the unauthorized use or disclosure of Client Confidential Information may irreparably damage the Client. In the event of Tiburon's breach or threatened breach of any of the provisions in this Section 7.1, the Client shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining Tiburon from any unauthorized use or disclosure of any Client Confidential Information. 7.2. All Tiburon Confidential Information shall be held in strict confidence by the Client, and the Client shall not, without Tiburon's prior written consent, disclose such information to any person or entity other than to the Client's employees or consultants or funding agency representatives legally bound to abide by the terms hereof and having a need to know such information in connection with the Client's performance of its obligations hereunder, or use such information other than in connection with the performance of its obligations hereunder. The term "Tiburon Confidential Information" shall include the Covered Applications and all other Tiburon software applications, whether or not licensed to the Client, as well as any written information disclosed by Tiburon to the Client under this Agreement, including, but not limited to, any trade secrets, confidential knowledge, data, information relating to Tiburon products, processes, know-how, designs, formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, information obtained through contact with Tiburon's customers, proprietary information of Tiburon's customers, and information regarding the skills and compensation of Tiburon's employees or other consultants. The Client understands and agrees that the Tiburon Confidential Information constitutes a valuable business asset of Tiburon, the unauthorized use or disclosure of which may irreparably damage Tiburon. In the event of the Client's breach or threatened breach of any of the provisions in this Section 7.2, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon Confidential Information. 7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential Information nor Tiburon Confidential Information shall include information which the recipient can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the recipient without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by the disclosing party to disclose. 7.4. Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof, disclosure of Client Confidential Information or Tiburon Confidential Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof including Texas Public Information Act and FOIA; provided, however, that the recipient of such confidential information shall first have given notice to the other party and shall make a reasonable effort to obtain all protections prescribed under law to protect the information. Page 7 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement (b) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; or (c) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent. 7.5. The obligations hereunder with respect to each item of Client Confidential Information and Tiburon Confidential Information shall survive the termination of this Agreement. 8. Insurance 8.1 Tiburon shall procure and maintain in effect during the term of this Agreement the following insurance coverages with an insurance company or companies authorized to do business in the State of California and the State of Texas and approved by the Client with a Best rating of no less than A:VII: (a) Workers' Compensation and Employers Liability insurance in accordance with the laws of the State of California and the State of Texas with liability limits of Five Hundred Thousand Dollars ($500, 000. 00) per accident. (b) Comprehensive General Liability and Broad Form Comprehensive General Liability or Commercial General Liability including bodily injury, personal injury, and property damage in the amount of a combined single limit of One Million Dollars ($1, 000, 000.00), each occurrence, and Two Million Dollars ($2, 000, 000.00) in aggregate limit. (c) Comprehensive Auto Liability including bodily injury, personal injury and property damage in the amount of a combined single limit of One Million Dollars ($1, 000, 000. 00). Coverage must include all automobiles utilized by Tiburon in connection with its performance of the services hereunder. 8.2 Thirty (30) days prior written notice will be given to the Client in the event of any material change in or cancellation of the policy. 8.3 Tiburon shall give prompt written notice to the Client of all known losses, damages, or injuries to any person or to property of the Client or third persons that may be in any way related to the services being provided hereunder or for which a claim might be made against the Client. Tiburon shall promptly report to the Client all such claims that Tiburon has noticed, whether related to matters insured or uninsured. No settlement or payment for any claim for loss, injury or damage or other matter as to which the Client may be charged with an obligation to make any payment or reimbursement shall be made by Tiburon without the prior written approval of the Client. 9. Limitation of Liability Tiburon's liability to the Client for any claim, whether in tort, contract or otherwise, shall be limited to the annual maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO EVENT SHALL TIBURON BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF THE COVERED APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR INACCURACIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF PROFIT OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE LIMITATION OR Page 8 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL EFFECT WITHOUT VIOLATING SUCH LAWS. 10. Informal Dispute Resolution 10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 10.1. (a) If either party (the "Disputing Party") disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (b) If such dispute is not resolved by the Account Manager and the Technical Coordinators responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a "Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (c) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. (d) If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below, the parties may assert their rights under this Agreement. Escalation Timetable Tiburon Client (Business Days) Representative Representative 0 to 5th Operations Manager Client Representative 6th to 10th Division Manager [Client Designated] 11th to 15th Executive Officer [Client Designated] 10.2. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 10.1 hereof, the parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. 10.3. In the event that the parties are unable to resolve a dispute by complying with the informal dispute resolutions procedures set forth in Section 10.1 hereof, the dispute may be settled, upon the agreement of both parties, by arbitration in accordance with Section 10 hereof [Arbitration]. 10.4. Notwithstanding the foregoing, either party may, before or during the exercise of the informal dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 11. Termination Page 9 of 15 032904 rjb .7, 71,3 ? a- - lrenrttttion Ngreement !Illlktfrpport greement rsttern ibit 7, 11.1. Termination for Failure of License. In the event that the license relating to any of the Covered Applications is terminated or becomes unenforceable for any reason, Tiburon's obligation to provide any support hereunder for such Covered Application shall immediately and automatically terminate. 11.2. Termination for Payment Defaults. In the event that the Client fails to pay when due all or any portion of the annual fees required under Section 4.1 hereof [Annual Support Fees], Tiburon may immediately, and without further notice to the Client, terminate this Agreement or suspend all or any portion of the services hereunder for all or any portion of the Covered Applications until the Client's account is brought current. 11.3. Termination for Other Defaults. Subject to completion of the dispute resolution procedures set forth in Section 10.1 hereof [Informal Dispute Resolution], in the event that either party hereto materially defaults in the performance of any of its obligations hereunder (other than payment defaults covered under Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the defaulting party thirty (30) days' prior written notice of termination delivered in accordance with Section 24 hereof [Notices], which notice shall identify and describe with specificity the basis for such termination. If, prior to the expiration of such notice period, the defaulting party cures such default to the satisfaction of the non -defaulting party (as evidenced by written notice delivered by the non -defaulting party in accordance with Section 24 hereof), termination shall not take place. 11.4. Termination Without Cause. Either party hereto may terminate this Agreement without cause by providing the other party at least ninety (90) days' prior written notice of termination delivered in accordance with Section 24 hereof [Notices]. The effective date for any termination pursuant to this Section 11.4 shall be the next occurring Payment Date. 11.5. Consequences of Termination. Upon termination of this Agreement for whatever reason, (a) Tiburon shall be under no further obligation to provide support or any other services hereunder; (b) Tiburon shall return to the Client all Client Confidential Information in Tiburon's possession and shall certify in a written document signed by an officer of Tiburon that all such information has been returned; (c) the Client shall return to Tiburon all Tiburon Confidential Information in the Client's possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Tiburon Confidential Information and all copies of any of the foregoing (in whatever medium recorded) but not including any such information licensed to the Client under the Software License Agreement) and shall certify in a written document signed by the Client Representative identified in Section 5.10 hereof [Authorized Client Representative] that all such information has been returned. All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement shall survive the termination of this Agreement. 12. Independent Contractor Status The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. 13. Assignment Page 10 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may, upon prior written notice , assign this Agreement to its successor in connection with a sale of its business without obtaining consent of any party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives, administrators and assigns. 14. No Third Party Beneficiaries This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement. 15. Governing Law All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by this Agreement. 16. Arbitration All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof, may, if agreed by both parties, be submitted to and resolved by final and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The parties understand and agree that the arbitration will be instead of any civil litigation, except that either party may petition a court for a provisional remedy pursuant to Code of Civil Procedure Section 1281.8, and that the arbitrator's decision will be final and binding to the maximum extent permitted by law and enforceable by any court having jurisdiction thereof. 17. Venue All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in the State of Texas, Tarrant County. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 18. Advice of Counsel Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into this Agreement. 19. Amendment No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of the parties hereto. 20. Waiver Page 11 of 15 032904 rjb On • .k,'.- --- l'I`- "I'L -- r IV9 r�#em' • tati Agreement axi!Olt 7:,, s ? $mppo Agreement In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 21. Force Majeure Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable precautions, and cannot reasonably be circumvented by the non -performing party through the use of alternate sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party hereto; or any other act or condition beyond the reasonable control of the non -performing party. Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event"), the non- performing party will be excused from any further performance of those obligations under this Agreement affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non- performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non- performing party will immediately notify the other party by telephone (to be confirmed by written notice within two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event. 22. Severability If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 23. Entire Agreement This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Client relating to the subject matter hereof and supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants, and all other communications between the parties (oral or written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained in any purchase order or other form provided by the Client in connection with this Agreement and any such terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be enforceable by the Client unless specifically set forth in this Agreement. 24. Notices Page 12 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; b) one (1) business day after being deposited with a reputable overnight air courier service; or (c) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre -paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre -paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. If to Tiburon: Tiburon, Inc. 39350 Civic Center Drive, Suite 100 Fremont, CA 94538 Attention: Contracts Manager Phone: 510-792-2108 Fax: 510-742-1057 If to the Client: [Fill In Client Name] Attention: [Fill In Contact Name/Title] [Fill In Street Address] [Fill In City, State, Zip Code] [Fill in Area Code and Phone Number] [Fill In Area Code and FAX Number] 25. Construction The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 26. Counterparts This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and both of which shall constitute one and the same document. 27. Non -Discrimination Tiburon agrees that in performing its tasks under this Agreement, it shall not discriminate against any worker, employee, or applicant, or any member of the public, because of age, race, sex, creed, color, religion, or national origin, nor otherwise commit an unfair employment practice in violation of any state or federal law. In accordance with the policy of the Executive Branch of the federal government, Contractor covenants that neither it not any of its officers, members, agents, employees, program participants, or subcontractors, while engaged in performing this contract shall in connection with the employment, advancement, or discharge of employees, or in connection with the terms, conditions, or privileges of their employment, discriminate against persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan, or statutory requirement Page 13 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Contractor, in the execution, performance or attempted performance of this contract and agreement, will not discriminate against any person or persons because of sex, age, religion, color or national origin, nor will Contractor permit its agents, employees, subcontractors or program participants to engage in such discrimination. This agreement is made and entered into with reference specifically to Chapter 17, Article III ("Discrimination"), Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth, and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors, have fully complied with all provisions of same and that no employee, employee -applicant or program participant has been discriminated against by the terms of such ordinance by either the Contractor, its agents, employees or subcontractors. 28. Conflict of Interest Tiburon warrants that, to the best of its knowledge and belief, no person except bona fide employees, agents, consultants or representatives of Tiburon or any of its subcontractors has been employed or retained to solicit or secure this Agreement. No member, officer or employee of City, or its designees or agents; no member of the governing body of the locality in which the program is situated; and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program funded hereunder during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed hereunder. Contractor shall incorporate, or cause to be incorporated, like language prohibiting such interest, in all contracts and subcontracts hereunder. No officer, employee, or member of Contractor or its subcontractors shall have a financial interest, direct or indirect, in this contract or the monies transferred hereunder, or be financially interested, directly or indirectly, in the sale to Contractor of any land, materials, supplies, or services purchased with any funds transferred hereunder, except on behalf of Contractor, as an officer, employee, member or program participant. Any willful violation of this paragraph with the knowledge, expressed or implied, of Contractor or its subcontractors, shall render this contract voidable by the City of Fort Worth. 29. Records Contractor agrees to keep sufficient records to document its adherence to applicable federal regulations, along with documentation and records of all receipts and expenditures, of Office of Community Oriented Policing Services grant funds. All records shall be retained for three years following the termination of this agreement. City, the State of Texas, the U.S. Department of Justice, and the U.S. Comptroller General or their representatives shall have the right to investigate, examine and audit at any time any and all such records relating to the operations of Contractor under this agreement. Upon demand by City, the Contractor, its officers, members, agents, employees, and subcontractors shall make such records readily available for investigation, examination and audit. In the event of such audit by City and in conformity with Federal Management Circular A-102, a single audit of all Contractor's operations will be undertaken and may be conducted either by City or an Independent Public Accountant of City's choice. Page 14 of 15 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement SIGNATURE PAGE EXECUTED in multiple originals on this, the day of , 200 CITY OF FORT WORTH: ATTEST: CITY OF FORT WORTH City Secretary Assistant City Manager By: By: APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney M&C: Date: TIBURON, INC. Name: Title: By: Date: Page 15 of 15 032904 rjb 1 --"" • ystem n Agreement Exhibit 7, Master Support Agreement EXHIBIT 1 To Master Support Agreement DEFINITIONS This Exhibit is attached to, incorporated into, and forms a part of the Tiburon Master Support Agreement, dated , 200_, between Tiburon and the Client (herein referred to as the "Agreement"). Capitalized terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise defined in the Agreement. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. 1. "Account Manager" is defined in Section 2.1(c) [Account Manager] of the Agreement. 2. "Additional Support Option" is defined in Section 2.2 [Additional Support Options] of the Agreement. 3. "As -Built Specifications" shall mean, with respect to any of the Covered Applications, the specifications for such Covered Application delivered to the Client upon the Client's acceptance of such Covered Application, as the same may be modified or supplemented from time to time to reflect Enhancements provided hereunder. 4. "Authorized Server" shall mean, with respect to any of the Covered Applications, the server identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference. 5. "Authorized Site" shall mean, with respect to any of the Authorized Servers, the address and room number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and incorporated therein by reference. 5. "Basic Support" is defined in Section 2.1 [Basic Support] of the Agreement. 7. "Client" is defined in the preamble to the Agreement. 8. "Client Confidential Information" is defined in Section 7.1 [Protection of Confidential and Proprietary Information] of the Agreement. 9. "Client Representative" is defined in Section 5.10 [Authorized Client Representative] of the Agreement. 10. "Communications Interfaces" shall mean ethernet networking, serial connectivity to net clock and ANI/ALI, serial connectivity to HACMP, national, state and local governments, TCP/IP or other routing statements. 11. "Covered Application" shall mean each software application developed by Tiburon in accordance with the As -Built Specifications relating thereto which application is identified as a Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. Page 1 of 3 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Exhibit 1, Definitions 12. "Derivative Works" shall mean, with respect to any Covered Application, any translation, abridgement, revision, modification, or other form in which such Covered Application may be recast, transformed, modified, adapted or approved after the Effective Date. 13. "Dispute Notice" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement. 14. "Disputing Party" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement. 15. "Documentation" shall mean, with respect to any Covered Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Covered Applications. 16. "Effective Date" is defined in the preamble to the Agreement. 17. "Enhancement" shall mean, with respect to any Covered Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Covered Application and that is integrated with such Covered Application after the Effective Date, or that is related to a given Covered Application but offered separately by Tiburon after the Effective Date. 18. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and included as part of the Agreement in accordance with Section 2.3 [Enhancements] thereof. 19. "Error" shall mean, with respect to any Covered Application, a defect in the Source Code for such Covered Application that prevents such Covered Application from functioning in substantial conformity with the As -Built Specifications pertaining thereto. 20. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer software change integrated with such Covered Application during the term of the Agreement to correct any Errors therein, but that does not alter the functionality of such Covered Application or add new functions thereto. 21. "Monthly Status Report" is defined in Section 2.1(d) [Status Reports] of the Agreement. 22. "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering. 23. "Out of Scope Services" shall consist of any services provided under this Agreement that are outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section 2,1 [Basic Support], Section 2.2 [Additional Support] or Section 2.3 [Enhancements] of the Agreement. 24. "Payment Date" shall mean [December 31] [March 31] [June 30] [September 30] of each year during the term of this Agreement. 25. "Priority One Call" shall mean a call requesting technical support for an Error in any Covered Application or a failure of the Authorized Server on which such Covered Application is installed that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or severely impacts critical System operations or endangers the integrity of any database on any of the Authorized Servers. The term Priority One Call shall not include calls requesting technical support relating to a problem encountered with substantially less than all functions of a Covered Application or all records of a database on any of the Authorized Servers, or to a failure in individual components of the network communications equipment, communications lines, terminals, workstations, printers, terminal se deI,r Sr n shall have exclusive authority for determining whether a technical service request co s �� =� Phi:' +'"OrC II. Page 2 of 3 032904 rjb Y k piw� l a t1Qn Agreement �t EMElit7, Master' SunadAreement Exhibit 1, Definitions 26. "Site Specifications" is defined in Section 5.9 [System Modifications] of the Agreement. 27. "Software License Agreement" shall mean any software license agreement between Tiburon and the Client pursuant to which Tiburon has granted a limited license to use the Covered Applications in accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from time to time. 28. "Source Code" shall mean computer programs written in higher -level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 29. "System" shall mean the Client's computer automated system consisting of the Covered Applications combined with any of the Authorized Servers, the operating systems installed on each of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any Communications Interfaces installed on any of the Authorized Servers, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites. 30. "System Configuration" shall mean the configuration for the System other than the Covered Applications existing as of the Effective Date together with any modifications or alterations thereto permitted hereunder, including without limitation the configuration of the Authorized Servers, any operating system installed on any of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Server, workstation or network communications equipment located at any of the Authorized Sites. 31. "Technical Support Coordinator" is defined in Section 5.11 [Technical Support Coordinators] of the Agreement. 32. "Third -Party Products" shall mean all software and hardware components of the System other than the Covered Applications. 33. "Tiburon" is defined in the preamble to the Agreement. 34. "Tiburon Confidential Information" is defined in Section 7.2 [Protection of Confidential and Proprietary Information] of the Agreement. 35. "Warranty Period" shall mean, with respect to any Covered Application, the warranty period for such Covered Application set forth on Exhibit 2 attached to the Agreement and incorporated therein by reference. Page 3 of 3 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Exhibit 1, Definitions EXHIBIT 2 To Master Support Agreement COVERED APPLICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Tiburon will provide the Basic Support described in Section 2.1 [Basic Support] of the Agreement for the software applications identified in the table below. The annual fee for such support shall be as set forth in the table below. Such support will commence upon the expiration of any applicable Warranty Period as set forth in the table below. Covered Authorized Site Make, Model, Serial Applicator Number of Authorized Server Page 1 of 1 032904 rjb Warranty Period Period Start Dat€ Stop DatE Annual Fee System Implementation Agreement Exhibit 7, Master Support Agreement Exhibit 2, Covered Applications EXHIBIT 3 To Master Support Agreement TRAINING This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb t afion Agreement Exhibit 7, Master Support Agreement Exhibit 3, Trainig EXHIBIT 4 To Master Support Agreement THIRD -PARTY SUPPORT CONTRACTS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Exhibit 3, Third Party Support Contracts EXHIBIT 5 To Master Support Agreement SITE, SYSTEM AND NETWORK SPECIFICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Exhibit 5, Site, System and Network Specifications EXHIBIT 6 To Master Support Agreement BACK UP SCHEDULE AND PROCEDURES This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of I 032904 rjb ( 1,r tem piipleitientatio Agreement it 7; MMkter-SU o Agreement u edule and Procedures EXHIBIT 7 To Master Support Agreement EXTRANET STANDARD This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. in the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of 1 032904 rjb System Implementation Agreement Exhibit 7, Master Support Agreement Exhibit 7, Extranet Standard SECURITY STANDARDS FOR OUTSIDE DATA CONNECTIONS TO CITY OF FORT WORTH NETWORKS. Extranet Standard • Overview • The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy. • Scope • Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or VPN (Virtual Private Network) technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. • Standard • Pre -Requisites • Security Review. All new extranet connectivity will go through a security review with the Information Security department (IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. • Third Party Connection Agreement. All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. • Business Case. All production extranet connections must be accompanied by a valid business justification, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. • Point Of Contact. The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. • Establishing Connectivity • Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to file a new site request with IT Solutions to address security issues inherent in the project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization must engage IT Solutions. The sponsoring organization must provide full and complete information as to the nature of the proposed access to the extranet group and IT Solutions, as requested. • All connectivity established must be based on the least -access principle, in accordance with the approved business requirements and the security review. In no case will the City of Fort Worth rely upon the third party to protect the City of Fort Worth's network or resources. • Modifying or Changing Connectivity and Access • All changes in access must be accompanied by a valid business justification, and are subject to security review. Changes are to be implemented via corporate change management process. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. • Terminating Access • When access is no longer required, the sponsoring organization within the City of Fort Worth must notify IT Solutions, which will then terminate the access. This may mean a modification of existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective connections on an annual basis to ensure that all existing connections are still needed, and that the access provided meets the needs of the connection. Connections that are found to be deprecated, and/or are no longer being used to conduct the City of Fort Worth business, will be terminated immediately. Should a security incident or a finding that a circuit has been deprecated and is no longer being used to conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. • Definitions • Circuit. For the purposes of this policy, circuit refers to the method of network access, whether it's through traditional ISDN, Frame Relay etc. or via VPN encryption technologies. • Sponsoring Organization. The City of Fort Worth organization that requested that the third party have access into the City of Fort Worth. • Third Party. A business that is not a formal or subsidiary part of the City of Fort Worth. Anti -Virus Standard • overview • Availability, performance, and security of the network represent essential core assets to the daily operation of the City of Fort Worth. Viruses and other forms of malicious code (worms, Trojan horses, backdoors, VBS scripts, mass -mailers, etc.) represent a significant threat to these assets. In order to combat this threat, a comprehensive enterprise security policy must include antivirus standards for detection, removal, and protection against viral infections. The standards listed are specific activities required by Section 6.3 of the City of Fort Worth Information Security Policy. • Scope • This standard applies to all City of Fort Worth employees, contractors, vendors and agents with a City of Fort Worth -owned or personally -owned computer or workstation used to connect.the CityF►a rth network. This standard applies to remote access connections used to do work on behalf -the City, of Fort orth, including reading or sending email and viewing Intranet web resources. • Standard • General • All Windows computers (clients and servers) connected to the City of Fort Worth computer network or networked resources must run the City of Fort Worth standard, supported anti -virus software, correctly installed, configured, activated, and updated with the latest version of virus definitions before or immediately upon connecting to the network. • Other operating systems or computing platforms must have comparable protection, if available. In the event that no antivirus protection is available for a particular operating system or platform, anyone using or accessing these unprotected systems must apply all prudent security practices to prevent infection, including the application of all security patches as soon as they become available. When antivirus software becomes available for an operating system or platform previously lacking antivirus software, it shall be installed on all applicable devices connected to the network. • If deemed necessary to prevent viral propagation to other networked devices or detrimental effects to the network, computers infected with viruses or other forms of malicious code must be disconnected from the network until the infection has been removed. • Any exceptions to this policy must be explicitly approved by IT Solutions. • Prevention • Files attached to an email must not be opened unless the email is from a trusted source and the files are expected. If there is any doubt, contact the source to verify that he or she sent the email and the attached files. Emails that contain attached files and that come from an unknown, suspicious or untrustworthy source should not be opened; they should be deleted immediately. • Spam, chain letters, and other junk email should be deleted immediately and never forwarded. • Files from unknown or suspicious sources must not be downloaded. • Direct disk sharing with read/write access must not be enabled unless there is absolutely a business requirement to do so. • Diskettes must be scanned for viruses before any files on them are used. • Critical data and system configurations must be backed up on a regular basis and the data stored in a safe place. • Response To A Virus Infection • IT Solutions personnel must be contacted immediately when a computer has been infected with a virus. • If the antivirus software is unable to remove a viral infection, a technician may attempt to do so. This may involve a visit to the work site or resolution may take place remotely if the technician can access the computer using screen -sharing software. If a technician is unable to remove a viral infection, the computer's hard drive must be reformatted and all software reinstalled using clean, licensed copies. • If an infected computer is deemed capable of infecting or affecting other computers or the network, the infected computer will be immediately disconnected from the network until it is serviced by a technician who will then verify that the computer is virus -free. Workstation Security Standard • Overview • The purpose of this standard is to establish the base configuration of internal workstation equipment that is owned and/or operated by the City of Fort Worth. Effective implementation of this standard will minimize unauthorized access to City of Fort Worth proprietary information and technology. The standards listed are specific activities required by Section 7.5 of the City of Fort Worth Information Security Policy. • Scope • This policy applies to equipment owned and/or operated by the City of Fort Worth, and to workstations registered under any City of Fort Worth -owned internal network domains. • This policy is specifically for equipment on the internal City of Fort Worth network. For secure configuration of equipment external to the City of Fort Worth on the DMZ (De -Militarized Zone), please refer to the applicable standard. • Standard • Ownership and Responsibilities • All internal workstations deployed at the City of Fort Worth must be owned by an operational group that is responsible for system administration. • Approved workstation configuration guides must be established and maintained by each operational group, based on business needs and approved by IT Solutions. Operational groups should monitor configuration compliance and implement an exception policy tailored to their environment. Each operational group must establish a process for changing the configuration guides, which includes review and approval by IT Solutions. • Information in the corporate enterprise management system must be kept up-to-date. • Configuration changes for workstations must follow the appropriate change management procedures. • General Configuration • The most recent security patches must be installed on the system as soon as practical, the only exception being when immediate application would interfere with business requirements. • Windows Configuration • Windows operating system configuration must be done according to the City's secure workstation installation and configuration standards which are based on the SANS Windows 200 yr � slonaL,Up�erat»3g tystem Level 2 Benchmark Consensus Baseline Security Settings. r? _ :ir ?c, i. �_• • The Center for Internet Security Scoring Tool must be run against a server before it is placed into production. The output of the tool must be provided to IT Solutions for review and approval. • The disk partition containing the operating system must be formatted for NTFS or another file system that supports file -level permissions and auditing. The FAT file system must not be used. • Services and applications that will not be used must be disabled. • Monitoring • All security -related events must be logged and audit trails saved. Please see the Audit Standard for more information. • Security -related events will be reported to IT Solutions, who will review logs and report incidents to IT management. Corrective measures will be prescribed as needed. Security -related events include, but are not limited to: o Port -scan attacks o Evidence of unauthorized access to privileged accounts o Anomalous occurrences that are not related to specific applications on the host • Compliance • Audits will be performed on a regular basis by IT Solutions and/or other authorized organizations within the City of Fort Worth. • Audits will be managed by IT Solutions, in accordance with the audit standards and guidelines. IT Solutions will filter findings not related to a specific operational group and then present the findings to the appropriate support staff for remediation or justification. • Every effort will be made to prevent audits from causing operational failures or disruptions. • Definitions • DMZ De -militarized Zone. A network segment external to the corporate production network. EXHIBIT 8 To System Implementation Agreement EXTRANET STANDARD This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 20 , between the Client and Tiburon (herein referred to as the "Agreement'). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Page 1 of I 032904 rjb System Implementation Agreement Exhibit 8, Extranet Standard SECURITY STANDARDS FOR OUTSIDE DATA CONNECTIONS TO CITY OF FORT WORTH NETWORKS, Extranet Standard • Overview • The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy. • Scope • Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or VPN (Virtual Private Network) technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. • Standard • Pre -Requisites • Security Review. All new extranet connectivity will go through a security review with the Information Security department (IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. • Third Party Connection Agreement. All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. • Business Case. All production extranet connections must be accompanied by a valid business justification, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. • Point Of Contact. The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. • Establishing Connectivity • Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to file a new site request with IT Solutions to address security issues inherent in the project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization must engage IT Solutions. The sponsoring organization must provide full and complete information as to the nature of the proposed access to the extranet group and IT Solutions, as requested. • All connectivity established must be based on the least -access principle, in accordance with the approved business requirements and the security review. In no case will the City of Fort Worth rely upon the third party to protect the City of Fort Worth's network or resources. Page 1 of 5 • Modifying or Changing Connectivity and Access • All changes in access must be accompanied by a valid business justification, and are subject to security review. Changes are to be implemented via corporate change management process. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. • Terminating Access • When access is no longer required, the sponsoring organization within the City of Fort Worth must notify IT Solutions, which will then terminate the access. This may mean a modification of existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective connections on an annual basis to ensure that all existing connections are still needed, and that the access provided meets the needs of the connection. Connections that are found to be deprecated, and/or are no longer being used to conduct the City of Fort Worth business, will be terminated immediately. Should a security incident or a fending that a circuit has been deprecated and is no longer being used to conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. • Definitions • Circuit. For the purposes of this policy, circuit refers to the method of network access, whether it's through traditional ISDN, Frame Relay etc. or via VPN encryption technologies. • Sponsoring Organization. The City of Fort Worth organization that requested that the third party have access into the City of Fort Worth. • Third Party. A business that is not a formal or subsidiary part of the City of Fort Worth. Anti -Virus Standard • Overview • Availability, performance, and security of the network represent essential core assets to the daily operation of the City of Fort Worth. Viruses and other forms of malicious code (worms, Trojan horses, backdoors, VBS scripts, mass -mailers, etc.) represent a significant threat to these assets. In order to combat this threat, a comprehensive enterprise security policy must include antivirus standards for detection, removal, and protection against viral infections. The standards listed are specific activities required by Section 6.3 of the City of Fort Worth Information Security Policy. • Scope • This standard applies to all City of Fort Worth employees, contractors, vendors and agents with a City of Fort Worth -owned or personally -owned computer or workstation used to connect to the City of Fort Worth network. This standard applies to remote access connections used to do work on behalf of the City of Fort Worth, including reading or sending email and viewing intranet web resources. • Standard • General • All Windows computers (clients and servers) connected to the City of Fort Worth computer network or networked resources must run the City of Fort Worth standard, supported anti -virus software, correctly Page 2 of 5 installed, configured, activated, and updated with the latest version of virus definitions before or immediately upon connecting to the network. • Other operating systems or computing platforms must have comparable protection, if available. In the event that no antivirus protection is available for a particular operating system or platform, anyone using or accessing these unprotected systems must apply all prudent security practices to prevent infection, including the application of all security patches as soon as they become available. When antivirus software becomes available for an operating system or platform previously lacking antivirus software, it shall be installed on all applicable devices connected to the network. • If deemed necessary to prevent viral propagation to other networked devices or detrimental effects to the network, computers infected with viruses or other forms of malicious code must be disconnected from the network until the infection has been removed. • Any exceptions to this policy must be explicitly approved by IT Solutions. • Prevention • Files attached to an email must not be opened unless the email is from a trusted source and the files are expected. If there is any doubt, contact the source to verify that he or she sent the email and the attached files. Emails that contain attached files and that come from an unknown, suspicious or untrustworthy source should not be opened; they should be deleted immediately. • Spam, chain letters, and other junk email should be deleted immediately and never forwarded. • Files from unknown or suspicious sources must not be downloaded. • Direct disk sharing with read/write access must not be enabled unless there is absolutely a business requirement to do so. • Diskettes must be scanned for viruses before any files on them are used. • Critical data and system configurations must be backed up on a regular basis and the data stored in a safe place. • Response To A Virus Infection • IT Solutions personnel must be contacted immediately when a computer has been infected with a virus. • If the antivirus software is unable to remove a viral infection, a technician may attempt to do so. This may involve a visit to the work site or resolution may take place remotely if the technician can access the computer using screen -sharing software. If a technician is unable to remove a viral infection, the computer's hard drive must be reformatted and all software reinstalled using clean, licensed copies. • If an infected computer is deemed capable of infecting or affecting other computers or the network, the infected computer will be immediately disconnected from the network until it is serviced by a technician who will then verify that the computer is virus -free. Workstation Security Standard Page 3 of 5 • Overview • The purpose of this standard is to establish the base configuration of internal workstation equipment that is owned and/or operated by the City of Fort Worth. Effective implementation of this standard will minimize unauthorized access to City of Fort Worth proprietary information and technology. The standards listed are specific activities required by Section 7.5 of the City of Fort Worth Information Security Policy. • Scope • This policy applies to equipment owned and/or operated by the City of Fort Worth, and to workstations registered under any City of Fort Worth -owned internal network domains. • This policy is specifically for equipment on the internal City of Fort Worth network. For secure configuration of equipment external to the City of Fort Worth on the DMZ (De -Militarized Zone), please refer to the applicable standard. • Standard • Ownership and Responsibilities • All internal workstations deployed at the City of Fort Worth must be owned by an operational group that is responsible for system administration. • Approved workstation configuration guides must be established and maintained by each operational group, based on business needs and approved by IT Solutions. Operational groups should monitor configuration compliance and implement an exception policy tailored to their environment. Each operational group must establish a process for changing the configuration guides, which includes review and approval by IT Solutions. • Information in the corporate enterprise management system must be kept up-to-date. • Configuration changes for workstations must follow the appropriate change management procedures. • General Configuration • The most recent security patches must be installed on the system as soon as practical, the only exception being when immediate application would interfere with business requirements. • Windows Configuration • Windows operating system configuration must be done according to the City's secure workstation installation and configuration standards which are based on the SANS Windows 2000 Professional Operating System Level 2 Benchmark Consensus Baseline Security Settings. • The Center for Internet Security Scoring Tool must be run against a server before it is placed into production. The output of the tool must be provided to IT Solutions for review and approval. • The disk partition containing the operating system must be formatter supports file -level permissions and auditing. The FAT file system m • Services and applications that will not be used must be disabled. Page 4 of 5 ur ri",e ystem that stof f ,U ._ a • Monitoring • All security -related events must be logged and audit trails saved. Please see the Audit Standard for more information. • Security -related events will be reported to IT Solutions, who will review logs and report incidents to IT management. Corrective measures will be prescribed as needed. Security -related events include, but are not limited to: o Port -scan attacks o Evidence of unauthorized access to privileged accounts o Anomalous occurrences that are not related to specific applications on the host • Compliance • Audits will be performed on a regular basis by IT Solutions and/or other authorized organizations within the City of Fort Worth. • Audits will be managed by IT Solutions, in accordance with the audit standards and guidelines. IT Solutions will filter findings not related to a specific operational group and then present the findings to the appropriate support staff for remediation or justification. • Every effort will be made to prevent audits from causing operational failures or disruptions. • Definitions • DMZ De -militarized Zone. A network segment external to the corporate production network. Page 5 of 5 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/4/2004 DATE: Tuesday, May 04, 2004 LOG NAME: 35RMSCONTRACT REFERENCE NO.: C-20061 SUBJECT: Authorize the City Manager to Execute a Contract with Tiburon, Inc. to Implement a Records Management System for the Police Department RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract with Tiburon, Inc. to implement a Records Management System at a cost not to exceed $1 ,254,851 . DISCUSSION: The Fort Worth Police Department received a grant from the Community Oriented Policing Services (COPS) Office to acquire and install a Records Management System (M&C G-13627, dated May 28, 2002). Utilizing $98,400 in Crime Control and Prevention District funds the Police Department contracted with Public Safety Consultants, Inc. to provide project management for the implementation of this project (M&C P-9812, dated June 13, 2003). A project team, consisting of representatives from the Police Department, IT Solutions, and the Legal Department, was formed to study the system needs for this project. As the department is already utilizing the Tiburon Computer Aided Dispatch (CAD) System and there are few vendors that can deliver an RMS suitable for a city the size of Fort Worth, permission was requested from the COPS Office to acquire the Tiburon 2000 Records Management System on a sole source basis. This action saves time by eliminating the task of developing an RFP and it ensures consistency between the two systems. The COPS Office approved the request for a sole -source acquisition. The project team has been in negotiations with representatives from Tiburon for the past five months and has arrived at a reasonable system for an affordable price, with a mutually agreeable contract. This system will consist of the following major components: RMS Nucleus, which includes a query system, Calls for Service, Incident System, Property/Evidence, Pawned Property, Arrest and Booking, and similar capabilities. • Training, including setup, entry and query • Site license for database workstations, interfaces, and subsystems • Automated Reporting System • Technical and Professional Services The cost of these items is $1,118,943 and will be paid from the COPS grant. Logname: 35RMSCONTRACT Page 1 of 2 The contract also includes optional modules for a False Alarm System, Gang System, Mug Shot System, Bar Code System, and Geographic Presentation and Analysis System, and RMS Follow-up Training. These items will be paid from budgeted funds in the Technology Infrastructure Program of the Crime Control and Prevention District for a total of $126,374. There is also requried 3rd party development licenses and warranties, for an additional $9,534, bringing the total contract price to $1,254,851. Hardware for this system will be purchased directly by the City in a future M&C using the remaining projected funds. The estimated timeline for this project from the date of full execution of the contract is 10 months, although this is subject to change due to equipment availability. MIWBE - A waiver of the goal for MIWBE was requested and approved by the MIWBE office, because the purchase of goods or services is from sources where subcontracting opportunies are negligible. This is a sole source contract. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund and the Crime Control and Prevention District Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR79 531180 0359806 $25,476.00 GR79 541320 0359806 $100,898.00 GR76 539120 035423789010 $1,118,943.00 GR79 522500 0359806 $9, 534.00 Submitted for City Manager's Office bv: Joe Paniagua (6140) Originating Department Head: Ralph Mendoza (48386) Additional Information Contact: D. E. Garrett (48067) Logname: 3 5 RM S C ONTRACT Pa crP 7 of 7