HomeMy WebLinkAboutContract 35480 , �
r�rO
MASTER SUPPORT AGREEMENT
This Master Support Agreement (this "Agreement") is entered into this 2nd day of March, 2007 (the "Effective
Date"), by and between the City of Fort Worth, Texas (the "Client" or"City') with its primary place of business
at 1000 Throckmorton, Fort Worth, Texas, 76102 and Tiburon, Inc., a Virginia corporation having its primary
place of business at 6200 Stoneridge Mall Road, Pleasanton, California 94588 ("Tiburon"or"Contractor").
WHEREAS, the Client has determined that it desires to obtain from Tiburon certain support services relating
I
o a computer automated system previously developed and implemented by Tiburon for the Client pursuant to
City Secretary Contract No. 29948 & 30863; 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, Message Switch System (MSS) software application, and Records
Management System (RMS) 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 iirrie (tir;i inciudirig weekends and Tiburon ui i i iundays). Tiburon ui i reserves \I IC rigs iL iu U iQi yc
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 23 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
UbiigBiiUiis Set IUI U I herein.CII I. 1 IUUI UI I iiiey change iyc a is ii iurviuuai designated hereunder cui lucl by providing 'the
Client with advance written notice delivered in accordance with Section 23 hereof [Notices] designating
the new individual authorized to act as the Account Manager.
's
Page 1 of 15
City of Fort Worth
RMS 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 23 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 ail 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, 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 Enhancerneni Terris are attached to this Agreement as a new exhibit arid, 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 CIIIIaIIIiCIIICIII, subject to pdyIIICIII III IUII VI all alilVllllW UUe llllUCl aIC
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
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
Page 2 of 15
City or Fort worth
RMS Master Support Agreement
3. Term
The term of this Agreement shall commence on the Effective Date and shall continue in effect for one year
from the Effective Date unless terminated earlier in accordance with its terms. The City shall have the option
to renew this Agreement for two (2) additional one year terms (each a "Renewal Term"). The City shall notify
Tiburon not less than sixty (60) days prior to the expiration of each term of its desire to renew.
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.
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 titied "Security Standards For Outside Data Connections To City Of Fort Worth ivetworKS.. (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.
Page 3 of 15
City of Fort Worth
RMS Master Support Agreement
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 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 23 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 T:buron advance written notice delivered in accordance with Section 21J 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 23 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
Page 4 of 15
City of Fort Worth
RMS Master Support Agreement
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 23 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 dther 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
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 tennis of this Ayreetiielit or caused by software of 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 otheF 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
Page 5 of 15
City of Fort Worth
RMS Master Support Agreement
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.
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. Tiburon shall store or maintain all Client Confidential Information in a safe and
secure manner. Tiburon shall not allow unauthorized access to, modify, delete, or otherwise corrupt Client
Confidential Information in any way. Tiburon shall notify Client immediately, without delay, in accordance with
Section 23 hereof [INotices] if the security or Integrity U1 ally CIIUI1t ^,U1J1JUelltial 1111U111110LIU11 has LJUVIII
compromised or reasonably believed to have been compromised. 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 a prior written consent, ulacwac such I ii11 u1111auu1l to any person 1 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,
Page 6 of 15
City of Fort Worth
RMS Master Support Agreement
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 the Texas Public Information Act
and the Freedom of Information Act ("FOIA"); provided, however, that the recipient of such
confidential information shall first have given notice to the other party and shall make a reasonable
effort to obtain all protections prescribed under law to protect the information.
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary; or
(c) the recipient of such confidential information received the prior written consent to
such disclosure from the disclosing party, but only to the extent permitted in such consent.
7.5 The obligations hereunder with respect to each item of Client Confidential Information and
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
Page 7 of 15
City of Fort Worth
RMS Master Support Agreement
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
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
('nnrriinatnre raennnciWa fnr +ho o.,hion+ ++r.r -4: +L... .4;--..L.. ...:aL : a.._ 14 n �.._:__-- ..- -
- -..• -••• ...,+............ .v. uw ouLJJc , iiiaLLUI VI u16 UIJi./ULU WILI III I LGII k IU) busk iess 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
-r � •4L,:. 4L,. g•riCnl Iia If tha recnar4i s 1enrocon+a ti S �a V+ rcSOIvc +uL IC UIJ IU a C wltI III Lilt: l
VCl time period, the rec•i � r. ., V
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.
Page 8 of 15
City of Fort Worth
RMS Master&F006rt"q-reemenf
Escalation Timetable Tiburon Client
(Business Days) Representative Representative
0 to 5" Operations Manager Records Division Manager, Public Safety
Support/Property
6th to 10th Division Manager Assistant Director, Administration Services
Division
11 th to 15th Executive Officer ACM (Assistant City Manager)
10.2 Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with the informal dispute resolution procedures set forth in Section 10.1 hereof, the parties agree
to continue without delay all their respective responsibilities under this Agreement that are not affected by the
dispute.
10.3 In the event that the parties are unable to resolve a dispute by complying with the informal
dispute resolutions procedures set forth in Section 10.1 hereof, the dispute may be settled, upon the
agreement of both parties, by arbitration in accordance with Section 16 hereof[Arbitration].
10.4 Notwithstanding the foregoing, either party may, before or during the exercise of the informal
dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests pending
completion of such informal dispute resolution procedures.
11. Termination
11.1 Termination for Failure of License. In the event that the license relating to any of the
Covered Applications is terminated or becomes unenforceable for any reason, 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 III the performance of any of its obligations hereunder (other than pays i lei it 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 23 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 23 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 23 hereof[Notices]. The effective date for any termination pursuant to this Section 11.4 shall be the
next occurring Payment Date.
Page 9 of 15
City of Fort Worth
RMS Master Support Agreement
11.5 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, the City will notify Tiburon of such
occurrence in accordance with Section 23 hereof [Notices], and this Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without penalty or expense to the City of any
kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have
been appropriated.
11.6 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
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
T I Its Agreel I e It Is entered ed :1 Into f Vr tl le sole ben lefit of ti ie C IVI It and Id Tiburvi i and,id, where- pe 111111— above°., it ieir
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.
Page 10 of 15
City of Fort Worth
RMS Master Support 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.
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.
17. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into
this Agreement.
18. 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.
19. 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.
20. 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
Page 11 of 15
City of Fort Worth
RMS Master Support Agreement
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.
21. 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.
22. 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.
23. Notices
All notices, requests, demands, or other communications required or permitted to be given hereunder shall be
in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have
been duly given when (a) delivered in person; b) one (1) business day after being deposited with a reputable
overnight air courier service; or(c)three(3) business days after being deposited with the United States Postal
Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices
and other communications regarding default or termination of this Agreement shall be delivered by hand or sent
by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
If to Tiburon:
Tiburon, Inc.
6200 Stoneridge Mall Road
Suite 400
Pleasanton, CA 94588
Attention: Contracts Administrator
Phone: 925-621-2700
Fax:QJ�.
n7G G71 77n4
I .7G ai-VG I-G I J I
If to the Client:
City of Fort Worth, Texas
Attention: Melony Ebel, Records Division Manager
350 West Belknap Street
Fort Worth, Texas, 76102
Phone: 8817-392-4161
Fax: 817-392-4173
With copy to:
City of Fort Worth, Texas
Attention: Cal Lewis, IT Manager
350 West Belknap Street
Page 12 of 15
City of Fort Worth
RMS Master Support Agreement
Fort Worth, Texas, 76102
Phone: 817-392-4251
Fax: 817-392-4246
24. 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.
25. 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.
26. 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 nor any of its officers, members, agents, employees, program participants, or subcontractors, while
engaged in performing this contract shall in connection with the employment, advancement, or discharge of
employees, or in connection with the terms, conditions, or privileges of their employment, discriminate against
persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan,
or statutory requirement
Contractor, in the execution, performance or attempted performance of this contract and agreement, will not
discriminate against any person or persons because of sex, age, religion, color or national origin, nor will
Contractor permit its agents, employees, subcontractors or program participants to engage in such
discrimination.
This agreement is made and entered into with reference specifically to Chapter 17, Article III
("Discrimination"), Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth, and
Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors, have
fully complied with all provisions of same and that no employee, employee-applicant or program participant
has been discriminated against by the terms of such ordinance by either the Contractor, its agents,
employees or subcontractors.
27. 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 Aareement.
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. In the event-that--apy-&LfOl
conflict(s) of interest arise after the Effective Date of this Agreement, Tiburon hereby agrees immediately to i
Page 13 of 15
City,of Fort Worth
RMS Master?Support Agreemyent
make full disclosure to the City in writing in accordance with Chapter 176 of the Texas Local Government
Code.
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.
28. 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 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
City of Fort Worth
RMS Master Support Agreement
SIGNATURE PAGE
EXECUTED in multiple originals on this, the jr1lay of 2007.
CITY OF FORT WORTH:
ATTEST: CITY 01"
FO J' TH
f_'�A City Secretary 6 Assist t it an ger
By: By:
APPROVED AS TO FORM AND LEGALITY:
Assistant City ttorney
M&C:
Date:
T
TIBURON, IN
Name:
Title: SVP Finance &Administration
By: Ken Elmer
F_�'_L
Page 15 of 15
City of Fort Worth
RMS Master Support Agreement
EXHIBIT 1
To
Master Support Agreement
DEFINITIONS
This Exhibit is attached to, incorporated into, and forms a part of the Master Support Agreement, dated
, 2007, 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.
6. "Basic Support" is defined in Section 2.1 [Basic Support]of the Agreement.
7. "Client" is defined in the preamble to the Agreement, and shall also include all officers, directors,
employees, and authorized representatives of the City.
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.
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.
Page 1 of 3
City of Fort Worth RMS Master Support Agreement
Exhibit 1,Definitions
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 March 1 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 servers or modems. Tiburon shall
have exclusive authority for determining whether a technical service request constitutes a Priority One Call.
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.
Page 2 of 3
City of Fort Worth RMS Master Support Agreement
Exhibit 1,Definitions
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 databasd 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, and shall also include all officers, directors,
employees, agents, subcontractors and authorized representatives of Tiburon.
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
City of Fort Worth RMS 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
2007, 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.
CLIENT#U1288-07
Covered Make, Model, Serial Number of Maintenance Period Annual Fee
Application Authorized Server
Period Start Date Stop Date
RMS IBM 7028-6C4, Model P630, Ser# 12 mo. 3/2/07 3/1/08 $ 95,177.00
10-F900C
IBM 9133-55A, Model 55A, Ser#
10-F046G
TOTAL $ 95,177.00
Authorized Sites
350 West Belknap Street
Fort Worth, TX 76102
Page 1 of 1
City of Fort Worth RMS 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
2007, 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.
RMS Training Sessions
System Set-up(Code
Tables/Authorization Files)
WebQuery
Alpha/Incident/Location/Vehicle
Property and Evidence
Arrest and Booking
Restraining Orders
Special Flags
Case Management
Criminal Records
False Alarm
Gang System
Incident Report Writing
NIBRS Crime Statistics
Officer Activity
Special Intelligence
Traffic Management
Page 1 of 1
City of Fort Worth RMS Master Support Agreement
Exhibit 3,Training
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
2007, 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.
IBM RISC 6000—AIX 5.1
IBM X-Series 345
Workstations are provided by the client and operating system is their responsibility.
Page 1 of 1
City of Fort Worth RMS 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
2007, 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.
The network was provided by and maintained by the client. Attached are Visio drawings to the configuration
at the time the system was placed into production.
File = HAGEO 2 cluster Ft Worth ver 2.vsd
Page 1 of 1
City of Fort Worth RMS Master Support Agreement
Exhibit 5,Site,System and Network Specifications
0
N
i
C.
C)
O` rNr
c
i4!"
x
\ o`' cn
v. - � a ° r► may.
b.Q f o° !D
CD
c
rlk
=D
3a a„ \ a
x
\ \
' C \
CL
3 �_ \
CA
' _ \
_ \ \ a,
CD
3
m .
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
2007, 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.
System backups are the responsibility of the client. They have been trained and are responsible for
maintaining timely backups of the system.
Page 1 of 1
City of Fort Worth RMS Master Support Agreement
Exhibit 6, Backup Schedule and Procedures
EXHIBIT 7
To
Master Support Agreement
EXTRANET STANDARD
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
2007, 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
City of Fort Worth RMS 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
Page I of 5
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 perrissions,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.
Page 2 of 5
• 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.
Page 3 of 5
• If an infected computer is deemed capable of infecting or affecting other computers or the network,the infected
computer will be immediately disconnected from the network until it is serviced by a technician who will then
verify that the computer is virus-free.
Workstation Security Standard
• Overview
• The purpose of this standard is to establish the base configuration of internal workstation equipment that is
owned and/or operated by the City of Fort Worth. Effective implementation of this standard will minimize
unauthorized access to City of Fort Worth proprietary information and technology. The standards listed are
specific activities required by Section 7.5 of the City of Fort Worth Information Security Policy.
• Scope
• This policy applies to equipment owned and/or operated by the City of Fort Worth,and to workstations
registered under any City of Fort Worth-owned internal network domains.
• This policy is specifically for equipment on the internal City of Fort Worth network. For secure configuration
of equipment external to the City of Fort Worth on the DMZ(De-Militarized Zone),please refer to the
applicable standard.
• Standard
• Ownership and Responsibilities
• All internal workstations deployed at the City of Fort Worth must be owned by an operational group that is
responsible for system administration.
• Approved workstation configuration guides must be established and maintained by each operational group,
based on business needs and approved by IT Solutions. Operational groups should monitor configuration
compliance and implement an exception policy tailored to their environment. Each operational group must
establish a process for changing the configuration guides,which includes review and approval by IT Solutions.
• Information in the corporate enterprise management system must be kept up-to-date.
• Configuration changes for workstations must follow the appropriate change management procedures.
• General Configuration
• The most recent security patches must be installed on the system as soon as practical,the only exception being
when immediate application would interfere with business requirements.
• Windows Configuration
• Windows operating system configuration must be done according to the City's secure workstation installation
and configuration standards which are based on the SANS Windows 2000 Professional Operating System Level
2 Benchmark Consensus Baseline Security Settings.
Page 4 of 5
• 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:
• Port-scan attacks
• Evidence of unauthorized access to privileged accounts
• 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