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ORIGINAL
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Date: APRIL 24, 2006
Subject: RESOLUTION OF THE CITY
OF SAN BERNARDINO
AUTHORIZING THE RENEWAL OF A
MUUNTENANCE CONTRACT FOR
MUUNTENANCE SERVICES FROM
COMPUDYNE PS&J INe. OF
PLEASANTON, CALIFORNIA.
From: TOM MAREK
IT DIRECTOR
Dept: ADMINIINFORMA TION
TECHNOLOGY DMSION
MlCC Meeting Date: June 5, 2006
Synopsis of Previous Council Action:
June 21, 2004 - Resolution #2004-199 - Approved the renewal of a maintenance contract for
maintenance services on the Computer-Aided-Dispatch system (CAD), Police Records
Management System (PRMS) and Mobile Data Software used by the Police and Fire
Departments from Tiburon, Inc., of Fremont, California
June 2, 2003 - Resolution #2003-113 - Approved the renewal of a maintenance contract for
maintenance services on the Computer-Aided-Dispatch system (CAD), Police Records
Management System (PRMS) and Mobile Data Software used by the Police and Fire
Departments from Tiburon, Inc., of Fremont, California
Sep. 23, 2002 - Resolution #2002-306 - Approved an upgrade of the Computer-Aided-Dispatch
system (CAD), Police Records Management System (PRMS) and Mobile Data Software used by
the Police and Fire Departments from Tiburon, Inc., of Fremont, California
CompuDyne PS&J Inc. of Pleasant on, California absorbed Tiburon, Inc ofFremont, California
Recommended Motion: Adopt resolution.
\J~e~
Signature
Contact person:
TOMMARIi'~
Phnn... l,ftL.c;;Qd7
Supporting data attached: Staff R"'pnrt
Ward:
FUNDING REQUIREMENTS: Amount: $157,656.00
Source: (Acct. No.)
679-251-5172
(Acct. Description) Maintenance Contracts
Finance:
Council Notes: ,jDO!.P - ;)30
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Agenda Item No.
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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
SUBJECT:
Resolution of the City of San Bernardino authorizing the renewal of a maintenance contract for
maintenance services from CompuDyne PS&J Inc. of Pleasant on, California.
BACKGROUND:
The City of San Bernardino upgraded its public safety Computer-Aided-Dispatch (CAD) and
Police Records Management System (PRMS) software in 1997.
In July 1999, the City entered into a three-year maintenance contract with Tiburon, Inc., of
Fremont, California, to maintain all of this specialized software. Tiburon Inc. is the only
company that can provide this service because of their proprietary, privately owned software.
The three-year maintenance agreement expired during 2002 and a new agreement was negotiated
for the next three fiscal years (2002/03, 2003/04, 2004/05). The vendor agreed to charge us a
fixed rate ofS118,393 for the next three years. The price was to remain in effect, until we added
new features or upgraded the covered computer systems.
In September 2002, the City Council approved a modernization of the existing systems and the
addition of an Automation Vehicle Locator system (A VL) for Police patrol vehicles. The
modernization, once completely installed and accepted, and the new A VL system increased the
maintenance cost by $27,137.00.
In February 2005, a new maintenance agreement was negotiated for 2005/2006. The vendor
agreed to charge us rates of $147,530 for fiscal year 2005/2006. During this time the vendor also
changed from Tiburon, Inc to CompuDyne Public Safety & Justice Inc.
In July 2005, the City Council approved an enhancement to the existing systems for a Field-
Based Reporting system known as Copperfire and FBR. Increase of maintenance costs for this
new enhancement will take effect in FY 2006/2007. In January 2006, the City Council approved
an enhancement to the existing systems for a mugshot digital photograph system that would
integrate with the existing systems and replace a standalone system. This system is known as
TIPS. Increase of maintenance costs for this new enhancement will take effect in FY 2006/2007.
In July 2006, the City Attorney's Office asked that the CompuDyne maintenance contract be
updated at the start ofFY 2006/2007. An updated contract is included with this RFCA.
FINANCIAL IMPACT:
The annual cost for software maintenance of Police and Fire CAD, RMS, CMS, TIPS, FBR,
A VL, and MDCs for FY 2006/2007 is $157,656.00. The amount for fiscal year 2005/2006 was
$147,530.00 for an increase of$IO, 126.00.
RECOMMENDATION:
Adopt resolution.
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RESOLUTION NO.
to~y
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
RENEWAL OF A MAINTENANCE CONTRACT FOR MAINTENANCE SERVICES
FROM COMPUDYNE PS&J INC. OF PLEASANTON, CALIFORNIA.
BE IT RESOLVED:
SECTION 1. That CompuDyne PS&J is a sole source for software maintenance of the
City's Public Safety Computer-Aided-Dispatch System (CAD), Police Records Management
System (PRMS), Jail Management System (CMS), Mugshot System (TIPS), Field Base
Reporting System (FBRlCopperfire), Automatic Vehicle Locator System (A VL), and Mobile
Data System.
SECTION 2. That the Mayor and Common Council authorize the Purchasing
Manager to issue a purchase order for $ 157,656.00 to CompuDyne PS&J Inc. for these
maintenance services. The Purchase Order shall reference the number of this resolution
and shall incorporate the terms and conditions of the existing maintenance contact,
which is on file in the City Clerk's Office. The Purchase Order shall read, in addition to the
itemization, "CompuDyne PS&J FY 2006/2007 Annual Maintenance Contract for the City of
San Bernardino's Public Safety CAD, RMS, CMS, TIPS, FBR, A VL, and Mobile Data System,
not to exceed $157,656.00."
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Approved as to form:
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27 /aptes F. Penman, City Attorney
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE RENEWAL
OF A MAINTENANCE CONTRACT FOR MAINTENANCE SERVICES FROM
COMPUDYNE PS&J INC. OF PLEASANTON, CALIFORNIA.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
5 Common Council of the City of San Bernardino at a
meeting thereof, held on
the_ day of
, 2006, by the following vote, to wit:
Council Members
Ayes
Nays
Abstain
Absent
ESTRADA
BAXTER
McGINNIS
DERRY
KELLEY
JOHNSON
McCAMMACK
Rachel G. Clark, City Clerk
The foregoing resolution is hereby approved this
day of
.2006.
Patrick 1. Morris, Mayor
City of San Bernardino
SOFTWARE LICENSE AGREEMENT
This Software License Agreement is made and entered into as of the _ day of ,2006
(the "Effective Date"). by end between the City of San Bernardino, with its principal place of business at 300
~!Orth D Street, San Bernardi~o, California 92418 (the "Licensee"). and CompuDyne - Public Safety & Justice,
Inc.. a Virginia corporation. with its principal place of business at 6200 Stoneridge Mall Road. Suite 400,
Pleasanton, California 94588 ("'CompuDyne").
RECITALS
WHEREAS, CompuDyne 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. CompuDyne has the right to sublicense certain software applications developed by third
parties that have been installed on the Licensee's automated computer systern 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 CompuDyne 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
CompuDyne.
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. "CompuDyne" is defined in the preamble hereof.
1.6. "CompuDyne Confidential Information" is defined in Section 6.1 hereof.
1.7. "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 .A.s-B~ilt Specifications for such Licensed
Application in accordance with the applicable Implementation agreement.
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Software License Agreement
1.8. "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 CompuDyne, CompuDyne's subcontractors or the original
manufacturers or developers of third party products provided to the Licensee by CompuDyne, including,
without limitation, all end user manuats, training manuals. guides. program iistings. data models. flow charts.
logic diagrams, and other materials related to or for use with the System.
1.9. "Effective Date" is defined in the preamble hereof.
1.10. "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 CompuDyne after
acceptance of the As-Built Specifications for such Licensed Application in accordance with the applicable
implementation agreement.
1.11. "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.
1.12. "Licensed Application" shall mean each of the software applications set forth on Exhibit 1
attached hereto and incorporated herein by this reference, which software applications were developed by
CompuDyne 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.
1.13. "Licensee" is defined in the preamble hereof.
1.14. "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 CompuDyne after
acceptance of the As-Built Specifications for such Licensed Application in accordance with the applicable
implementation agreement.
1.15. "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.
1.16. "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.
1.17. "Sublicensed Applications" shall mean the software application specified on Exhibit 1
attached hereto developed by any source external to CompuDyne, such as a subcontractor, distributor, re-
seller, personal computer software supplier or system software supplier, and furnished to the Licensee by
CompuDyne for integration into the System.
1.18. "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 tr:rd 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 Instalied on any of the Authorized Servers, any network communications equipment
20060609 rib
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SoftWare License Agreement
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.
2. Licenses and Restrictions
2.1. Grant of Licenses. Subject to the conditions set forth in Section 2.2 hereof. CompuDyne
hereby grants to the Licensee, pursuant to the terms and conditions hereof, a perpetual. nonexclusive,
nontransferaole 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
CompuDyne'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 CompuDyne. 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 CompuDyne's prior written consent.
(c) The Licensee's licenses and rights to use the Licensed Applications and the
Sublicensed ApplicatJons are 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 AppllcatJon or any Sublicensed Application unless. and
20060609 rjb
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Sofh....are License Agreement
only to the extent, specifically authorized by CompuDyne. The Licensee shall not. 2nd shall not permit
any 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 Subilcensed 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,
CompuDyne 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 CompuDyne). By this
Agreement, the Licensee hereby assigns to CompuDyne any and all rights it may have or later acquire to any
and all Derivative Works (whether or not developed by CompuDyne).
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) CompuDyne'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.
hereof.
4.2. Term. This Agreement shall continue in effect until terminated as set forth under Section 4.3
4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days prior
written notice to CompuDyne of its intent to do so. CompuDyne 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
CompuDyne, within ten (10) business days of such termination. all CompuDyne 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
Appiications 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
CompuDyne, 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 CompuDyne 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 COMPUDYNE NOR ANY PERSON ASSOCIATED WITH
COMPUDYNE SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL. INCIDENTAL OR
CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT,
EVEN IF COMPUDYNE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING
B!..IT NOT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS RESULTING FROM THE
OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMS. THIS CLAUSE SHALL
2t,;-06C609 rjb
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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. CompuDyne Confidential Information. The Licensee agrees to maintain the confidentiality
of any CompuDyne Confidential Information (as defined below) and to treat such information with the same
degree of care aild security as It treats its own most confidential information. The Licensee shall not. without
CompuDyne's prior written consent. disclose such information to any person or entity other than to the
Licensee's employees or consultants 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 "CompuDyne Confidential Information" shall include all Licensed
Applications and any other CompuDyne 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 CompuDyne as being confidential or
otherwise indicated by CompuDyne in writing as being confidential. The Licensee understands and agrees
that COMPUDYNE Confidential Information constitutes a valuable business asset of CompuDyne, the
unauthorized use or disclosure of which may irreparably damage CompuDyne. In the event of the Licensee's
breach or threatened breach of any of the provisions in this Agreement. CompuDyne shall be entitled to an
injunction obtained from any court having appropriate jurisdiction restraining the Licensee from any
unauthorized use or disclosure of any CompuDyne Confidential Information.
6.2. Exclusions. Notwithstanding Section 6.1 hereof, CompuDyne 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 CompuDyne 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 CompuDyne to disclose.
6.3. Exceptions. Notwithstanding Section 6.1 hereof. disclosure of CompuDyne Confidential
Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof; provided. however. that the Licensee shall first
have given notice to CompuDyne and shall have made a reasonable effort to obtain a protective order
requiring that the information to be disclosed be used only for the purposes for which the order was
issued;
(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 CompuDyne,
but only to the extent permitted in such consent.
6.4.
to each item
Agreement.
Survival. Unless mutually agreed otherwise in writing. the obligations hereunder with respect
of CompuDyne Confidential Information shall survive the termination or expiration of this
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 obl;gate the other in any manner to any third party. The employees or agents of
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Software License Agreement
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
CompuDyne 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 CompuDyne 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 CompuDyne
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 CompuDyne shall bind CompuDyne 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 CompuDyne may 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.^,1I 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 California 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, must 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 County of San Bernardino in the State of California. 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.
Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to
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Software license Agreement
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 confiict 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. All provisions of this Agreement that by their nature would
reasonably be expected to continue after the termination of this Agreement, including but not limited to Section
6.1, 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 sel
forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile
transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being
deposited with a reputable overnight air courier service; or (d) 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 lime 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 CompuDyne:
To Licensee:
CompuDyne - Public Safety &
Justice. Inc
Attn: Contract Administrator
6200 Stone ridge Mall Road, Suite 400
Pleasanton. California 94588
Phone: 925-621-2700
Fax: 925-621-2799
Email: contracts<<vcompudvne.xom
City of San Bernardnio
Attention: Mike Eckley
300 North D Street
San Bernardino. California 92418
Phone: 909-384-5673
Fax: 909-388-4913
Email: ecklev mi@cisan-bernardinocaus
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.
8. Supersession
This Agreement supersedes any and all prior license agreements related to the Licensed Applications
addressed herein.
2006J609 rib
Page 7 of 8
So:tware license Agreement
SIGNATURE PAGE
IN WITNESS WHEREOF. the parties have hereunto set their hands as set forth below.
City of San Bernardino
By:
Name:
Title:
ATTEST:
Rachel G. Clark
City Clerk
APPROVED AS TO LEGAL FORM:
2:)060609 r;b
Page 8 of 8
CornpuDyne - Public SafelY & Justice. Inc.
I J
I
By:
Name: er. Brown, Jr.
", 7"";""
Software License Agreement
EXHIBiT 1
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
. 2006. between the Licensee and CompuDyne (herein referred to as the "Agreement"). Capitalized
terms used herein shall have the definitions set forth in the Agreement. unless otherwise defined herein. In the
event of conflict between the terms and conditions set forth herein and those set forth in the Agreement. the
terms and conditions set forth in the Agreement shall prevail.
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
Application
CAD/Ti
PRMSiTi
CMS/Ti
Make. Modet. Serial Number of
Authorized Server
Del 6850 24GY191
Stratus 5240
Stratus 5240
Address and Room Number of Authorized Site
of Authorized Server
300 North D Street, San Bernardino CA 92418
300 North D Street. San Bernardino CA 92418
300 North D Street San Bernardino CA 92418
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 Subticensed Application for purposes of the Agreement.
Name of
Application
_ 911 Mapping
Oracle
20060609 rib
Make. Model, Serial Number of
Authorized Server
Dell 6850, Service Tag #24GY191
Address and Room Number of Authorized Site
of Authorized Server
300 North D Street San Bernardino CA 92418
Page 1 of 1
Software License Agreement
Exhibit 1, Licens8d Applications and A:.Jthorized =nvironmenls
MASTER SUPPORT AGREEMENT
This Master Support Agreement (this "Agreement"") is entered into this day of , 2006 (the
"Effective Date"), by and between the City of San Bernardino (the "Client") having its primary place of
business at 300 North D Street. San Bernardino, Califorma 92418. and CompuDyne - Public Safety &
Justice, Inc.. ("CompuDyne". formerly Tiburon. Inc.) a Vi"ginia corporation having its primary place of
business at 6200 Stoneridge Mall Road. Suite 400, Pleasanton. California 94588("CompuDyne").
WHEREAS. the Client has determined that it desires to obtain from CompuDyne certain support services
relating to a computer automated system previously implemented by CompuDyne for the Client; and
WHEREAS, CompuDyne is qualified to provide the support services specified in this Agreement and, subject
to the terms and conditions set forth in this Agreement, CompuDyne desires to provide such support
services;
NOW THEREFORE. in consideration of the mutual covenants contained herein. the Client and CompuDyne
hereby agree as follows:
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference. unless otherwise defined herein.
2. Scope of Work
2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement.
CompuDyne shall provide the following support for the Covered Applications ("'Basic Supporr').
(a) Application Errors. CompuDyne will correct Errors 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 CompuDyne in accordance
with Section 5.1 hereof (Technical Service Requests]. (b) such Error is reproduced by the Client in
accordance with Section 5.4 hereof (Error Reproduction), and (c) the Client has provided
CompuDyne with remote access to the System as required under Section 5.2 hereof (Remote
Access).
(b) Client Support Center. CompuDyne will provide toll-free telephone support for
operational and technical assistance. Support for Priority 1 Calls relating to CompuDyne's Computer
Aided Dispatch (CAD) software application, Corrections Management (CMS, IMS, JMS and
CorrMedica) software applications. Mobile Dispatch System (MDS) software applications. Message
Switch System (MSS) software applications and any critical interfaces to those systems shall be
available twenty four hours a day, seven days a week (24x7). Support for all other calls will be
available during CompuDyne's normal support hours of 8:00 a.m. to 5:30 p.m. local time in the
Clienrs time zone (not including weekends and CompuDyne holidays). CompuDyne reserves the
right to charge reasonable call-out fees for any call received other than during CompuDyne's normal
support hours.
(c) Account Manager. CompuDyne will designate, in a written notice delivered in
accordance with Section 24 hereof (Notices), a single individual to act as the account manager for
purposes of coordinating technical support as set forth herein (the "Account Manager"). The Account
Manager shall ensure CompuDyne's compliance with, and shall coordinate appropriate schedules in
connection with, its obligations set forth herein. CompuDyne may change the individual designated
hereunder by providing the Client with advance writle0 notice delivered in accordance with Section 24
hereof (Notices) designating the new individual authorized to act as the Account Manager.
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I.iaster Support Agreement
(d) Status Reports. CompuDyne will provide the Client with a monthly status report (a
"Monthly Status Report"'). Each 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
(CompuDyne Service Requests). Additional information that may be contained in the monthly status
report is described in Exhibit 7 (Warranty & Maintenance Support -Guidelines & Options). 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 5.4hereof
(Maintenance and Back-Ups), CompuDyne will (a) provide and maintain automated back-up scripts.
(b) support database recovery and restoration procedures; and (c) provide database problem
diagnosis and resolution support.
(f) NCIC, NIBRS/UCR Updates. CompuDyne will provide updates to the Covered
Applications for Ctient use and installation in response to legal requirements mandated by the
National Crime Information Center (NCIC) and National Incident Based Reporting System I Uniform
Crime Reporting (NIBRS/UCR) when such requirements necessitate modification(s) to the Source
Code relating to any Covered Application and are necessary for the proper performance of the
Covered Application. Any other changes. including but not limited to. those mandated or offered by
any state. county, city or municipal governmental entity, as well as changes to any Protocols are
outside the scope of this Agreement.
(g) Database Administration (DBA) Support. DBA support will be provided in the
manner as set forth in Section 4.3, "Level 1 DBA Support".. of Exhibit 7 (Warranty & Maintenance
Support - Guidelines & Options).
(h) System Administration (SA) Support. SA support will be provided in the manner
as set forth in Section 4.4, "Level 1 DBA Support", of Exhibit 7 (Warranty & Maintenance Support -
Guidelines & Options).
(i) Version Management Program. The Version Management Program (VMP)
provides Clients with eligible products with ongoing product enhancements and new features. VMP
will be provided in the manner as set forth in Section 4.5, "Version Management Program". of Exhibit
7 (Warranty & Maintenance Support - Guidelines & Options).
2.2. Support Options. In addition to Basic Support. the Client may purchase support options
described in Exhibit 7 (Warranty & Maintenance Support -Guidelines & Options). The terms and conditions
for each Support Option shall be set forth in a separate exhibit which, upon payment of the required annual
fee for such Support Option, shall automatically become part of this Agreement and shall be subject to the
terms hereof. The Client may discontinue any Support Option by providing CompuDyne at least ninety (90)
calendar days prior written notice identifying the Support Option to be discontinued; provided. however, that
such discontinuance shall not be effective until the next occurring Payment Date.
2.3. Enhancements. From time to time, the Client may request CompuDyne to provide under
this Agreement services and materials to furnish. install and implement an Enhancement. The installation
and implementation of such Enhancement shall be provided. at CompuDyne's option. on a fixed-quote basis
with payment milestones or on a time and material basis at CompuDyne's then current technical service
rates plus all related travel. per diem and other expenses invoiced as incurred. No Enhancement shall be
provided under this Agreement unless (a) this Agreement is amended as necessary or appropriate to
incorporate 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. may be subject to the terms
of this Agreement: (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 incorporate the Enhancement as a Coveced Application subject to
tr,e ClieMs payment of any necessary additional support fees relating to the Ennancement; and (e) the
Page 2 of 14
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Master Support Agreement
Enhancement Terms provide that. upon final acceptance of such Enhancement, the Software License
Agreement shall be considered amended as necessary or appropriate to grant to the Client the appropriate
rights to use the Enhancement. subject to payment in full of all amounts due under the Enhancement Terms.
2.4. Out of Scope Services. From time to time. the Client may request CompuDyne to provide
under this Agreement certain Out of Scope Services. CompuDyne shall be under no firm obligation to
perform any Out of Scope Services, but shall undertake to make a good faith effort to perform such services
to the extent that It is capable of doing so without substantially interfering with its other obligations under this
Agreement or with its obligations to its other clients. Any Out of Scope Services shall be provided, at
CompuDyne's option, on a fixed-quote basIs with payment milestones or on a time and material basis at
CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced
as incur. No Out of Scope Services shall be provided under this Agreement unless: (a) this Agreement is
amended as necessary or appropriate to incorporate the terms relating to the Out of Scope Services; (b)
those terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein. may
be subject to the terms of this Agreement: and. (c) those terms include agreed-to criteria regarding
completion of the work. if applicable.
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) Support Options. The Client shall pay an annual fee for any requested 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 (Support Options).
(c) Enhancements and Out of Scope Services. Payment shall be as stated in the
applicable Enhancement/Out of Scope Services proposal.
4.2. Annual Adjustments. The fees payable pursuant to Section 4.1 (a) and Section 4.1 (b)
hereof (Annual Support Fees) may be increased on an annual basis by five percent (5%) upon at least thirty
(30) days prior written notice to the Client. Such increase shall become effective on the next occurring
Payment Date.
4.3. Invoices. Invoices pursuant to Section 4.1 hereof shall be payable on or prior to each
Payment Date during the term of this Agreement or shall be payable within thirty (30) days of receipt unless
otherwise specifically provided.
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 would result in the termination of
this Agreement in all or part. The Client shall reimburse CompuDyne for all collection fees, including
reasonable attorneys' fees and expenses. incurred by CompuDyne in connection with the collection of any
Page 3 of 14
20060609 fib
Master Support Agreement
amount owing hereunder. CompuDyne reserves the right to charge the Client an administrative fee to
reinstate any part of its support that has lapsed due to nonpayment. The administrative fee shall equal ten
percent (10%) of the then-current annual support fee for the lapsed support.
5. Client Responsibilities
5.1. CompuDyne Service Request. The Client shall provide all information requested by
CompuDyne necessary to complete its CompuDyne Technical Service Request form for each request for
technical services. Enhancements. and Out of Scope Services.
5.2. Remote Access. The Client shall install and monitor during the term of this Agreement a
dedicated high-speed data connection and any other networking equipment specified by CompuDyne to
provide CompuDyne remote access to the System. CompuDyne shall not be responsible for any costs relating
to the procurement. installation. maintenance and use of such equipment and all associated telephone use
charges. CompuDyne shall use the data connection solely in connection with the provision of its services
hereunder. The Client shall run appropriate tests following each remote access as requested by CompuDyne.
If the Client fails to run necessary tests as required in this Section 5.2. CompuDyne will provide such services
and will charge the Client for such services at CompuDyne's then current technical service rates plus all related
travel, per diem and other expenses.
5.3. Physical Access. The Client shall provide CompuDyne with physical access to the System at
any time during normal business hours. After normal business hours, the Client shall ensure that one of the
Technical Support Coordinators designated under Section 5.11 hereof (Technical Support Coordinators) can be
reached by phone or pager to (a) provide physical access to the System within two (2) hours of CompuDyne's
request for such access, and (b) remain on-site until CompuDyne determines that there is no longer a need for
physical access.
5.4. Maintenance and Back-Ups. The Client shall ensure that maintenance and back-up activities
relating to the Covered Applications and the System. including without limitation backing up databases and
journal logs, purging out of date records and running reports and performing diagnostics as requested by
CompuDyne, are carried out in accordance with the schedule and methodology specified in Exhibit 6 (Back Up
Schedule and Procedures) attached hereto and incorporated herein by this reference.
5.5. Data Input. The Client shall enter, update and maintain the input data as may be required
by CompuDyne for satisfactory operation of the Covered Applications. and be responsible for the accuracy of
all Client-provided data.
5.6. Third-Party Product Support. The Client shall obtain, pay for and maintain in effect during
the term of this Agreement the technical support contracts for certain Third-Party Products as specified on
Exhibit 4 attached hereto and incorporated herein by this reference, and shall ensure that, in addition to
authorizing the Client to request support services there under, each such support contract also expressly
authorizes CompuDyne to request support services there under on the Client's behalf.
5.7. System Security. The Client shall ensure that the security of the System conforms in all
respects to the federal, state, andlor local mandated law enforcement telecommunications requirements. The
Client shai! ensure that no workstations have access to the Covered Applications other than those licensed by
CompuDyne to access the Covered Applications.
5.8. System Change, Alteration, or Modification. The Client shall ensure that, with respect to
each Covered Application, such Covered Application is installed only on the Authorized Server and only at the
Authorized Site. The Client shall ensure that each Authorized Site conforms in all respects to the Site
Specifications set forth on Exhibit 5 attached hereto and incorporated herein by this reference (the "Site,
System and Network Specifications"). The Client shall ensure that no change, alteration or modification is
made to the System Configuration without the express prior written consent of CompuDyne: provided, however.
Page 4 of 14
2':'060609 fJb
Master Support Agreement
that said consent is not intended to constitute in any manner CompuDyne's approval, certification.
endorsement. or warranty of the System Configuration or System performance.
5.9. Database Change Authorization. Client shall maintain a system to ensure that only
authorized personnel have the ability to make changes to the Client's database and that a list of all such
authorized personnel (and any updates thereto) be promptly delivered to the CompuDyne Client Support
Center. Each request for any change to a Client's database shall be accompanied by a signed letter of
authorization from the Client's authorized department head. and shall contain all details of the requested
change. CompuDyne cannot assist Client personnel other than those on the most current authonzation list.
5.10. Authorized Client Representative. The Client shall designate, in a written notice delivered in
accordance with Section 24 hereof (Notices). a single individual to act as the Client's authorized representative
for purposes of this Agreement (the "Client Representative"). Such individual (a) must be authorized to act on
the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance
With its responsibilities under this Agreement: and (c) shall coordinate appropriate schedules in connection with
CompuDyne's services under this Agreement. The Client may change the individual designated hereunder by
providing CompuDyne advance written notice delivered in accordance with Seclion 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 CompuDyne to
aid CompuDyne in performing its services hereunder; and (d) to review ail Monthly Status Reports delivered
hereunder and. if required. provide CompuDyne with required direction regarding recommended preventative
maintenance activities. The Client may change any individual designated hereunder by providing CompuDyne
with advance written notice delivered in accordance with Section 24 hereof (Notices) designating the new
individual authonzed to act as a Technical Support Coordinator.
5.12. Training. The Client shaH 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 Error Reproduction. Upon detection of any Error in any of the Covered Applications. the
Client shall provide CompuDyne a listing of command input, resulting output and any other data, including
databases and back-up systems, that CompuDyne may reasonably request in order to reproduce operating
conditions similar to those present when the Error occurred.
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. Erroneous Reported Problems. If CompuDyne performs diagnosis of erroneously
reported problems, the Client may be charged for such services at CompuDyne's then current technical
service rates plus all related travel, per diem ana other expenses invoiced as incurred.
Page 5 of 14
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\,laster Support Agreement
6.3. Failure of Remote Access. If the Client fails for any reason to provide remote access to
the System as required by Section 5.2 hereof (Remote Access), CompuDyne will. at the Client's request.
provide on-site services to correct an Error to the extent otherwise required hereunder and will charge the
Client for such services at CompuDyne's then current technical service rates plus all related travel. per diem
and other expenses invoiced as incurred.
6.4. Unauthorized Modifications. CompuDyne is under no obligation to correct any Error in
any of the Covered Applications if the Error IS due to a modification or aiteration to such Covered Application
in violation of the terms of the Software License Agreement or relates to any portion of such Covered
Application that has been affected by software not developed and installed by CompuDyne. CompuDyne is
under no obligation to correct any problems caused by any modification or alteration to any component of the
System or to tne System Configuration in violation of the terms of this Agreement or caused by software or
hardware not developed and installed by CompuDyne. If requested by the Client. CompuDyne will provide
technical support services to resolve such problems pursuant to Section 2.4 hereof (Out of Scope Services)
and will charge the Client for such services at CompuDyne's then current technical service rates plus all
related travel, per diem and other expenses invoiced as incurred.
6.5. Unauthorized Use. CompuDyne is under no obligation to correct any Error in any of the
Covered Applications or any problems with any other component of the System if such Error or other
problem is caused by (a) accident. neglect. misuse or abuse on the part of any party other than CompuDyne;
(b) is due to exposure to conditions outside the range of the environmental, power and operating
specifications provided by CompuDyne in the Site Specifications delivered pursuant to Section 5.9 hereof
(System Change, Alteration, or Modification); 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. CompuDyne will provide technical support services to resolve such problems pursuant to Section
2.4 hereof (Out of Scope Services) and will charge the Client for such services at CompuDyne's then current
technical service rates plus all related travel. per diem and other expenses invoiced as incurred.
6.6. Third-Party Products. CompuDyne shall have no responsibility for correcting or resolving
any errors, defects or failures in any Third-Party Products. CompuDyne's only obligation with respect to
such Third-Party Products is to assist With the coordination of support services with the appropriate third-
party vendor to the extent such support services are available to the Client.
6.7. Third-Party Product Compatibility. CompuDyne shall have no responsibility for any Third-
Party Product provided and installed on or integrated into the System by any other party without
CompuDyne's prior written authorization, including but not limited to responsibility for the Installation and
integration of any such Third-Party Products, the condition, operation and performance of any such Third-
Party Products. the compatibility of any such Third-Party Products with the Covered Applications, and any
impact any such Third-Party Products have on the overall operation or performance of any of the Covered
Apptications or any other component of the System. If requested by the Client, CompuDyne will provide
technical support services pursuant to Section 2.4 hereof (Out of Scope Services) to resolve any operation or
performance problems relating to any of the Covered Applications or any other component of the System
caused by any such Third-Party Products or to assist with the integration of any such Third-Party Products
with or into any of the Covered Applications or any other component of the System. CompuDyne will charge
the Client for any such services at CompuDyne's then current technical service rates plus all related travel,
per diem and other expenses invoiced as incurred.
6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN,
CompuDyne DISCLAIMS All WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS
OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY.
SATISFACTORY QUALITY. TITLE. NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR
PURPOSE.
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~,1aster Support Agreer.~ent
7.
Protection of Confidential and Proprietary Information
7.1. All Client Confidential Information shall be held in strict confidence by CompuDyne, and
CompuDyne shall not, without the Clien!"s prior written consent. disclose such information to any person or
entity other than to CompuDyne's employees or consultants legally bound to abide by the terms hemof and
having a need to know such information in connection with CompuDyne's performance of the services
hereunder, or use such information other than in connection with the performance of the services hereunder.
The term "Client Confidential Information" shall include all Client data and other written information of a
confidential nature clearly labeled by the Client as being confidential. CompuDyne understands and agrees
that the unauthorized use or disclosure of Client Confidential Information may irreparably damage the Client.
In the event of CompuDyne's breach or threatened breach of any of the provisions in this Section 7.1, the
Client shall be entitled to an injunction obtained from any court having appropriate Jurisdiction restraining
CompuDyne from any unauthorized use or disclosure of any Client Confidential Information.
7.2. All CompuDyne Confidential Information shall be held in strict confidence by the Client, and
the Client shall not. without CompuDyne's prior written consent, disclose such information to any person or
entity other than to the Clien!"s employees or consultants legally bound to abide by the terms hereof and
having a need to know such information in connection with the Clien!"s performance of its obligations
hereunder, or use such information other than in connection with the performance of its obligations
hereunder. The term "CompuDyne Confidential Information" shall include the Covered Applications and all
other CompuDyne software applications. whether or not licensed to the Client. as well as any written
information disclosed by CompuDyne to the Client under this Agreement. including. but not limited to. any
trade secrets. confidential knowledge, data. information relating to CompuDyne products, processes, know-
how, designs. formulas. methods, developmental or experimental work, improvements. discoveries, plans for
research, new products, marketing and selling. business plans. budgets and unpublished financial
statements. licenses. prices and costs, suppliers and clients. information obtained through contact with
CompuDyne's clients, proprietary information of CompuDyne's clients. and information regarding the skills
and compensation of CompuDyne's employees or other consultants. The Client understands and agrees
that the CompuDyne Confidential Information constitutes a valuable business asset of CompuDyne, the
unauthorized use or disclosure of which may Irreparably damage CompuDyne. In the event of the Client's
breach or threatened breach of any of the provisions in this Section 7.2. CompuDyne shall be entitled to an
injunction obtained from any court having appropriate jurisdiction restraining the Client from any
unauthorized use or disclosure of any CompuDyne Confidential Information.
7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential Information nor
CompuDyne Confidential Information shall include information which the recipient can demonstrate by
competent written proof (a) is now. or hereafter becomes, through no act or failure to act on the part of the
recipient. generally known or available or otherwise part of the public domain: (b) is rightfully known by the
recipient without restriction on use prior to its first receipt of such information from the disclosing party as
evidenced by its records: (c) is hereafter furnished to the recipient by a third party authorized to furnish the
information to the recipient. as a matter of right and without restriction on disclosure; or (d) is the subject of a
written permission by the disclosing party to disclose.
7.4. Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof, disclosure
of Client Confidential Information or CompuDyne Confidential Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof; provided, however. that the recipient of such
confidential information shall first have given notice to the other party and shall have made a
reasonable effort to obtain a protective order requiring that the information to be disclosed be used
only for the purposes for which the order was issued:
(b) such disclosure is necessary to establish rights or e~force obligations under this
Agreement, but only to the extent that any such disclosure is necessary: or
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Master Support Agreement
(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
C0lT1puDyn6 ConfidentiallnfonTlatloil snail survive the t6:iTnlnatioil of this Agreement.
8. Insurance
CompuDyne shall procure at its own expense and maintain at all times while CompuDyne is performing
services under this Agreement at the Cllent"s facilities. (a) a comprehensive general liability insurance policy
including coverage for contractual liability for obligations assumed under this Agreement, blanket contractual
liability, products and completed operations and owner's and contractor's protective insurance: and (b)
comprehensive automobile liability insurance policy including owned and non-owned automobiles. Liability
coverage shall be equal to or greater than the limits for claims made under the California Tort Claims Act
with minimum coverage of $1.000,000 per occurrence (combined single limit for bodily injury and property
damage claims) or $1.000,000 per occurrence for bodily injury and $100.000 per occurrence for property
damage. liability coverage shall be provided on an "occurrence" basis. "Claims made" coverage will not be
acceptable. Upon the Client"s written request. CompuDyne shall provide the Client with a certificate of
insurance evidencing CompuDyne's compliance with the requirements of this section. Any such certificate
shall provide that coverage under the policy cannot be canceled and restrictive modifications cannot be
made until at least thirty (30) days prior written notice has been given to the Client.
9. Limitation of Liability
CompuDyne's liability to the Client for any claim, whether in tort. contract or otherwise. shall be limited to the
annual maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO
EVENT SHALL CompuDyne BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS tN
ANY OF THE COVERED APPLICATIONS. OPERATOR ERROR, OR DATA CORRUPTION OR
INACCURACIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING
FROM LOSS OF PROFIT OR BUSINESS. OR FOR ANY SPECIAL. INDIRECT, PUNITIVE. INCIDENTAL
OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR
OTHER LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. AND THE ABOVE
LIMITATION OR EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL
EFFECT WITHOUT VIOLATING SUCH LAWS.
10. Informal Dispute Resolution
10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle
promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set
forth in this Section 10.1.
(a) If either party (the '"Disputing Party") disputes any provision of this Agreement, or the
interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring
the matter to the attention of the other party at the earliest possible time in order to resolve such
dispute.
(b) If such dispute is not resolved by the Account Manager and the Technical
Coordinators responsible for the subject matter of the dispute within ten (10) business days, the
Disputing Party shall deliver to the first level of reDresentatives below a written statement (a "Dispute
Notice") describing the dispute in detail, including any time commitment and any fees or other CDSts
in volved.
Page 8 of 14
20060609 rr
r,J1a.ster Support Agreement
(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
(Business Davs)
o to 5'h
CompuDyne
Representative
Client
Representative
Director of Account Management
Client Representative
6th to 10'h
Operations Manager
Police Captain
11'h to 15'h
Executive Officer
Police Chief
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 alllheir 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 shall be settled by arbitration in
accordance with Section 16 hereof (Arbitration).
10.4. Notwithstanding Ihe foregoing, either party may. before or during the exercise of the informal
dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests pending
completion of such informal dispute resolution procedures.
11. Termination
11.1. Termination for Failure of License. In the event that the license relating to any of the
Covered Applications is terminated or becomes unenforceable for any reason. CompuDyne's obligation to
provide any support hereunder for such Covered Application shall immedialely and automatically terminate.
11.2. Termination for Payment Defaults. In the event that the Client fails to pay when due all or
any portion of the annual fees required under Section 4.1 hereof (Annual Support Fees), CompuDyne may
immediately, and without further notice to the Client. terminate this Agreement or suspend all or any portion of
the services hereunder for all or any portion of the Covered Applications until the Client's account is brought
current.
11.3. Termination for Other Defaults. Subject to completion of the dispute resolution procedures
set forth in Section 10.1 hereof (Informal Dispute Resolution). in the event that either party hereto materially
defaults in the performance of any of ils obligalions 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.
Page 9 of 14
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Master Support Agreement
11.4. Termination Without Cause. Eliher 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 Secllon 24 hereof (Notices). The effective date for any termination pursuant to this Section
11.4 shall be the next occurring Payment Date.
11.5. Consequences of Termination. Upon termination of this Agreement for whatever reason, (a)
CompuDyne shall be under no further obligation to provide support or any other services hereunder; (b)
CompuDyne shall return to the Ciient all Client Confldentiai Information In CompuDyne's possession and shall
certify in a written document signed by an officer of CompuDyne that all such Information has been returned; (c)
the Client shall return to CompuDyne all CompuDyne Confidential information in the Client's possession
(including. without limitation, all devices. records. data. notes, reports, proposals, lists. correspondence.
specifications. drawings. blueprints. sketches. materials. equipment or other documents or property relating
to such CompuDyne Confidential Information and all copies of any of the foregoing (In whatever medium
recorded) but not including any such information licensed to the Client under the Software License
Agreement) and shall certify in a written document signed by the Client Representative identified in Section
5.10 hereof (Authorized Client Representative) that all such information has been returned. All provisions of
this Agreement that by their nature would reasonably be expected to continue after the termination of this
Agreement shall survive the termination of this Agreement.
12. Independent Contractor Status
The Client and CompuDyne are independent contractors under this Agreement, and nothing herein shall be
construed to create a partnership, joint venture. or agency relationship between the parties hereto. Neither
party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no
power or authority to bind or obligate the other in any manner to any third party. The employees or agents of
one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each 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 withheid; provided, however. that CompuDyne may
assign this Agreement to its successor in connection with a sale of its business without obtaining consent of
any party. Subject to the foregoing, each and every covenant. term, provision and agreement contained in this
Agreement shall be binding upon and inure to the benefit of the parties' permitted successors. executors,
representatives, administrators and assigns.
14. No Third Party Beneficiaries
This Agreement Is entered into for the sole benefit of the Client and CompuDyne and, where permitted above.
their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement
shall be construed as giving any benefits. rights, remedies or claims to any other person. firm, corporation or
other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a
party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or
equity in connection with this Agreement.
15. Governing Law
All questions concerning the validity. operation, interpretation. construction and enforcement of any terms.
covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance
with the laws of the State of California without giving effect to the choice of law principles thereof. The United
Nations Convention on the Internationa! Sale of Goods shall not apply to any transactions contemplated by
tnis Agrsemer,t.
Page 10 of 14
2)060609 rj~
fl.laster SUiJport Agreement
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
eflectto the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force
and effect.
23. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between
CompuDyne and the Client relating to the subject matter hereof and supersedes all quotes. proposals
understandings. representations, conditions, warranties, covenants, and all other communications between the
parties (oral or written) relating to the subject matter hereof. CompuDyne shall not be bound by any terms or
conditions contained in any purchase order or other form provided by the Client in connection with this
Agreement and any such terms and conditions shall have no force or effect. No affirmation, representation
or warranty relating to the subject matter hereof by any employee, agent or other representative of
CompuDyne shall bind CompuDyne or be enforceable by the Client unless specifically set forth in this
Agreement.
24. Notices
All notices, requests. demands. or other communications required or permitted to be given hereunder shall
be in writing addressed to the parties at their respective addresses set forth below and shall be deemed to
have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at
the facsimile number where sent: (c) one (1) business day after being deposited with a reputable overnight
air courier service: or (d) three (3) business days after being deposited with the United States Postal Service.
for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and
other communications regarding default or termination of this Agreement shall be delivered by hand or sent by
certified mail. postage pre-paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
If to CompuDyne:
CompuDyne - Public Safety & Justice, Inc.
6200 Stoneridge Mall Road, Suite 400
Pleasanton, California
Attention: Contracts Administrator
Phone: 925-621-2700
Fax: 925-621-2799
Page 12 of 14
20060609 rjb
Master Su~port 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, must 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 County of San Bernardino in the State of California. 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
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 C" intergovernmental body other
than a party hereto; or any other act or condition beyond the reasonable con!cl 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
Page 11 of 14
20060609 rjb
Master Support Agreement
If to the Client:
The City of San Bernardino
300 North D Street
San Bernardino. California 92418
Attention: Mike Eckley
Phone 909-384-5673
Fax: 909-388-4913
Email: eckleLmi@ci.san-bernardlno.ca.us
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. Supersession
This Agreement supersedes any and all prior agreements, including. but not limited to. the Agreement for
Extended Services dated 1 July 1995 between the City of San Bernardino and Tiburon, Inc.. related to the
subject matter addressed herein.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
Page 13 of 14
20060609 rjb
Master Support Agreement
SIGNATURE PAGE
IN WITNESS WHEREOF. the parties have hereunto set their hands as set forth below.
The City of San Bernardino
By:
Name:
Title:
COmpUD~Yne - ~UbliC Safety & Justice, inc.
( /
By: '---"
Name: Ra ert L. Brown Jr.
Title: r Operations
ATTEST:
Rachel G. Clark
City Clerk
APPROVED AS TO LEGAL FOR}!:
Page 14 of 14
20060609 rjb
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
, 2006. between CompuDyne 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 (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 Ciient"s acceptance of such
Covered Application. as the same may be modified or supplemented from time to time to reflect Enhancements
provided hereunder.
4. "Authorized Server" shall mean. with respect to any of the Covered Applications. the server
identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
5. "Authorized Site" shall mean. with respect to any of the Authorized Servers. the address and
room number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement
and incorporated therein by reference.
6. "Basic Support" is defined in Section 2.1 (Basic Support) of the Agreement.
7. "Client" is defined in the preamble to the Agreement.
8. "Client Confidential Information" is defined in Section 7.1 (Protection of Confidential and
Proprietary Information) of the Agreement.
9. "Client Representative" is defined in Section 5.10 (Authorized Client Representative) of the
Agreement.
10. "Communications Interfaces" shall mean ethernet networking. serial connectivity to net clock
and ANI/All. serial connectivity to HACMP, national, state and local governments. TCP/IP or other routing
statements.
11. "CompuDyne" is defined in the preamble to the Agreement.
12. "CompuDyne Confidential Information" is defined in Section 7.2 (Protection of Confidential and
Proprietary Information) of the Agreement.
13. "Covered Application" shall mean each software application developed by CompuDyne in
accordance with the As-Built Specifications relating thereto which application is identified as a Covered
Application on Exhibit 2 attached to the Agreement and incorporated therein by reference. including all
Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation.
Page 1 of 3
2006060'; rjb
Master Support Agreement
Exhibit 1, Definitions
14. Database Administration (DBA) Support shall mean services available to Clients to assist in the
administration of the system database.
15. "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.
16. "Dispute Notice" is defined in Section 10.1 (Informal Dispute Resolution) of the Agreement.
17. "Disputing Party" is defined in Section 10.1 {Informal Dispute Resolution) of the Agreement.
18. "Documentation" shall mean, with respect to any Covered Application. those printed instructions.
manuals. and diagrams pertaining to and furnished with such Covered Applications.
19. "Effective Date" is defined in the preamble to the Agreement.
20. "Enhancement" shall mean, with respect to any Covered Application, a computer program
modification or addition. other than a Maintenance Modification, that alters the functionality of, or adds new
functions to. such Covered Application and that is integrated with such Covered Application after the Effective
Date, or that is related to a given Covered Application but offered separately by CompuDyne after the Effective
Date.
21. "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.
22. "Error" shall mean. with respect to any Covered Application. a defect in the Source Code for such
Covered Appiication that prevents such Covered Application from functioning in substantial conformity with the
As-Built Specifications pertaining thereto.
23. "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.
24. Status Report" is defined in Section 2.1 (d) (Status Reports) of the Agreement.
25. "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.
26. "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 (Support Options) or Section 2.3 (Enhancements) of the Agreement.
27. "Payment Date" shall mean June 30 of each year during the term of this Agreement.
28. "Priority 1 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 1 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
Page 2 of 3
20060609 rjb
Master Suppcrt Agreement
E:<hibit 1, Definitions
equipment, communications lines. terminals. workstations, printers, terminal servers or modems. CompuDyne
shall have exclusive authority for determining whether a Technical Service Request constitutes a Priority 1 Call.
29. "Site Specifications" is defined in Section 5.9 (System Change, Alteration. or Modification) of the
Agreement.
30. "Software License Agreement" shall mean any software license agreement between
CompuDyne and the Client pursuant to which CompuDyne has granted a limited license to use the Covered
Applications in accordance with the terms and conditions thereof. as the same may be amended or otherwise
modified from time to time. .
31. "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.
32. "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.
33. "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.
34. "Technical Support Coordinator" is defined in Section 5.11 (Technical Support Coordinators) of
the Agreement.
35. "Third-Party Products" shall mean all software and hardware components of the System other
than the Covered Applications.
36. "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
20060609 fIb
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 .
2006, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement. the terms and
conditions set forth in the Agreement shall prevail.
CompuDyne will provide the Basic Support described in Section 2.1 (Basic Support) of the Agreement for the
software applications identified in the table below. The annual fee for such support shall be as set forth in
the table below. Such support will commence upon the expiration of any applicable Warranty Period as set
forth in the table below.
CLIENT # U130-06
Covered Hours
Application (24x7 or
8x5)
CADiTi (includes 24x7
CARS and GCT)
CMSITi 24x7
PRMSITi 24x7
FAS (includes 8x5
MDS & ARS)
911 Mapping 8x5
w/mobile
Oracle 8x5
AVL 8x5
FBR & TIPS 8x5
SunPro Interface 8x5
Maintenance Fund 8x5
Authorized Site
City of San Bernardino
300 North 0 Street
San Bernardino, CA 92418
20060609 rjb
Make. Model. Serial
Number of Authorized
Server
Maintenance Period
Fee
Stop
Date
6/30/07
Period
Start
Date
7/1/06
$ 47,898.00
Dell 6850, Service Tag
#24GY191 Dell 2650,
Service Tag #DG83831
Dell GX240
Stratus 5240
Stratus 5240
12mo.
12 mo. 7/1/06 6/30/07 $ 8,776.00
12 mo. 7/1/06 6/30/07 $ 28,376.00
12 mo. 7/1/06 6/30/07 $ 16,800.00
12 mo. 7/1/06 6/30/07 $ 16,36800
12mo. 7/1/06 6/30/07 $ 15,429.00
12mo. 7/1/06 6/30/07 $ 4,659.00
12mo. 7/1/06 6/30/07 $ 8,950.00
12 mo 7/1/06 6/30/07 $ 1,000.00
12 mo. 7/1/06 6/30/07 $ 9,400.00
Total $157,656.00
Dell 6850, Service T,
#24GY191
Page 1 of 1
Master Support Agreement
Ext'ibit 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
2006, between Ihe Client and CompuDyne (herein referred to as the "Agreemenl"). 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.
In accordance with Section 5.12 of this Agreement, the Client shall ensure that all Technical Support
Coordinators and other personnel have received the training on the disciplines listed below. and otherwise
maintain sufficient personnel with sufficient training and experience to perform its obligations under this
Agreement
. CAD Administrator
. CAD File Maintenance
. CAD Supervisor
. CAD Browser
. FAS
. MSS User
. MSS Administrator
. Reformatter
. GCT
. CARS User
. Call Taker
. Dispatch
. Fire Dispatch
. Mapping User
. MDS User
. Mapping Administrator
. CARS Administrator
Page 1 of 1
20060609 rJb
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 .
2006. between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement. unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement. the terms and
conditions set forth in the Agreement shall prevail.
. Paging Application
. Time synch Apptication - Spectracom
. Bar Code Application - Percon bar code system.
. AVL Application - Trimble AVL coming thru Motorola MW520 MDS.
. Fire Station Alert - Motorola MOSCAD/MODBUS
. MDT - MW520 with Windows95
Page 1 of 1
20080609 cJb
Master Support Agreement
Exhibit 4, Third Party Support Contracts
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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
2006, between the Ciient and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement. unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement. the terms and
conditions set forth in the Agreement shall prevail.
CAD Backups
Introduction
Regular backups are a must. to preserve the CAD system data in the unlikely event of a catastrophic
hardware failure or other major problems. While the server may include fault-tolerant and/or redundant
systems, serious hardware or software failures are still a possible circumstance that could result in data loss.
In addition, fire, flood. or other general disasters can destroy equipment.
It may be desirable to store a copy of backups on-site so that they are easily available; however, it is
recommended that an off-site copy be maintained for those circumstances where the center, and its
contents, is damaged or destroyed.
How and when the database is backed up will depend on the database used (Oracle or SOL Server) as well
as the needs of the individual client site.
CAD System Backups
A backup of the functioning CAD system is not necessary. Current "static" data (i.e., data maintained in the
File Maintenance tables/database including geo data), and "dynamic" data (i.e., calls, units, assignments,
current sequence values, histories, etc.) are present on each active workstation, and on the server; static
data and histories are in the database as well (provided there have not been major changes without a
synchronize. in the case of static data: and that it has been up as a functioning CAD file server, in the case of
histories). Only a total loss of all computers participating in the CAD system will cause this data to be lost;
and backups of the data can quickly become out-of-date, as new calls will be entered, units assigned. etc.
For these reasons it is neither required nor feasible to perform backups of the CAD system files on each
workstation and server.
When backing up CAD workstations or the CAD server's hard drive. do not use software which "locks" files
to writing - or if you must, exclude the CAD directory (which contains the "Startup.exe" and other programs)
as well as all the directories inside it from the backup. The CAD files must be updated in real-time based on
the activity of the system; locking these files so that they cannot be written will prevent the workstation from
keeping up with the CAD system, which will cause the CAD to fatally exit on that workstation (to preserve
data integrity).
If this does occur, the workstation may be restarted once the backup has completed (or at least passed the
CAD directory). Until the backup is done with the CAD files. the CAD system will simply crash itself again
when it realizes it cannot write something that it needs to.
Note: If the workstation.ini file is customized on some machines. it may be worthwhile to back it up. A
backup of any non-distributed ini files that are present is also recommended. Reinstalling and
connecting to the CAD system will restore everything else.
Page 1 of 4
20060609 rJb
t...1aster Support Agreement
Exhibit 6, Back Up Sche:dule and Procedures
The one thing besides the Oracle or SOL database that definitely needs to be backed up is the distribution
directory on the CAD distribution Server (see the as built documentation to identify the Software Distribution
server for the CAD system). If the current distribution is lost, CompuDyne can replace it: however. we cannot
replace your site-customized ini and hip files that were set for distribution.
CAD Operations During A Backup
The CAD system shoutd not be shut down to perform backups. The individual CAD workstations continue
operating as a system while the backup is being performed. The database server also remains active and
the database is available for queries and other transactions through the backup process.
Note: While the backups are being performed, it may produce a slight slowing of the CAD server. This may
cause a longer response time to history inquines and synchronize operations. No additional adverse effects
should be seen on the CAD system.
Database Backups - Oracle
Starting with Oracle Version 9i, CompuDyne production database backup is done using the Oracle Recovery
Manager Tool (RMAN). Prior to Oracle 9i the production database backup was done using CompuDyne
database backup script. CompuDyne implements hot backup scheme for production database. This means
the production database can remain open and allow normal activity while the database is being backed up.
It is important to note that the database hot backups are special backups and are performed only using
special tools such as RMAN. Simply copying the database files while the database is open for normal
operations using operating system copy command is not appropriate; such backup files are not useful for
database recovery purposes.
The CompuDyne Oracle hot backup is primarily a full disk backup of the production database. In addition to
backup up the data files. the backup also backs up the archive log (or Journals) files. The backup is
scheduled to run nightly. The backup at completion places the backed up database files in a dedicated
backup directory. This backup directory is then copied to a Tape device as part of the CompuDyne maS'er
backup. The availability of backups on disk helps reduce the recovery time considerably.
The disk space requirements for database disk backups are identified in advance during the database sizing
of the project stage.
Database Backups - SQL Server
CompuDyne SOL Server 2000 production database backup is done using SOL Server Enterprise Manger
maintenance plans. CompuDyne implements hot backup scheme for production database. This means the
production database can remain open and allow normal activity while the database is being backed up. It is
important to note that the database hot backups are special backups and are performed only using special
tools such as SOL Server Enterprise Manager maintenance plans. Simply copying the database files while
the database is open for normal operations using operating system copy command is not appropriate; such
backup fites are not useful for database recovery purpose.
The CompuDyne SOL Server hot backup is primarily a full disk backup of the production database. In
addition to backing up the data files the backup also backs up the Transaction logs for the production
database. The backup is scheduled to run nightly. The backup at completion places the backed up database
files in a dedicated backup directory. In addition to backing up the COMPUDYNE production database.
CompuDyne SOL Server backup also includes maintenance plans for performing disk backup of MASTER.
MSDB and MODEL system databases .The backed up files for these are also placed in the dedicated
backup directory. This backup directory is then copied to a Tape device as part of the CompuDyne master
backup. The availability of backups on disk helps reduce the recovery time considerably.
The disk space requirements for database disk backups are identified in advance during the database sizing
of the project stage.
Page 2 of 4
20060609 rjb
fvlaster Support Agreefr.enl
Exhioit 6, Back Up Schecule and Procedures
RMS Backups
System Backup Requirements for RMSITi
These procedures will not address the requirements for backing up an Oracle or SOL Server database, the
same procedures as described above for the CAD database files apply to the RMS database files.
On the RMS\Ti server there should be an "RMS_ Ti" folder; within that folder are additional folders for the
prodlJction (prd) and Iraining (1m) systems. What is required 10 be backed up frem these directories is
addressed below.
Firstly under the production folder there should be at minimum three additional directories:
. Bin
. Datrms
. Dmp
Bin Directory
From the Bin Directory "RmsTiSystem.ini" and any other configuration files are all that should be backed up.
Other configuration files would include batch files used in place of the script files used in the UNIX
environment. These usually are files called from within applications for FTPing or uploading either from or
into the system. Some examples of these are "Autoclte.bat". "btpawnparm" and "btcite.parm". It may in fact
be easier to determine what can be ignored by the backup in this directory. All executables (.exe), dynamic
link libraries (.dll), cobol generated files (.gnt) and system tables (.Iab) may be ignored. There are currently
eight (8) additional shared memory files which should also be ignored; those files have names associated
with the site and system settings outlined in the "RmsTiSystem.ini" configuration file. They will have names
beginning similar to the following:
(sitename) .Prd. commands
(sitename}.Prd. fields
(sitename) .Prd .master
{sitename}. P rd. MessageOu eues. d a t
(s iten a me) .Mes sageC ount. da t
{sitename}.system
(sitename }.Prd.uxappI1
{sitename}.Prd.uxiob
(sitename }.Prd .commands
{sitename) .Prd .fields
(sitename}.Prd .master
{sitenam e}. Prd. Messag eOu eues.d at
{s itename}. Prd. M essageCount. dat
{sitename }.Prd .system
{sitename} .Prd.uxappI1
{sitename} .Prd. uxiob
Datrms Directory
From the Datrms directory all files except SSF1.xfl should be backed up. However these files should not be
locked by the backup process.
Dmp Directory
From the Dmp directory as far as the operation of the system is concerned nothing here should be backed
up as these are all dynamic files that will be recreated when the system is restarted and contain no static
data.
Next, under the training folder there should be at minimum five additional directories:
. Bin
. Batch
. Datrms
. Dmp
. Tables
Bin, Datrms and Dmp Directories
From the Bin, Datrms and Dmp directories the process should be the same as production above.
Page 3 of 4
20060609 rjb
Mast-:J~ Support ;;"greement
E;.;hibit 6, Bac!, Up Schedule ar"d Procedures
Batch Directory
From the Batch directory everything should be backed up.
Tables Directory
From the Tables directory everything should be backed up.
GUI Distribution. The as-build documentation should be reviewed to locate the server and folder name for
the RMS dlstnbution files. This folder should be added to the sys<em backup of that server.
As mentioned earlier, use the same procedures as described under the CAD/Ti section for the backup if the
Oracle or SOL server database files.
CompuDyne CARS Directories
The Directories paths may differ slightly by name however the targeted files should not. Look for a Volume
named "Programs" this is normally the 0: Volume. There are two directories that we want to backup;
TibCars. and TibCars Base.
GUI Distribution
Sometimes the CARS Server is used as the GUI Distribution for RMS, CAD workstations distribution. If your
CARS server also is the GUI Distribution server. please include these distribution folders in the Daily
Backups. These can normally be found under the 0: (Program) Volume. These folder names should be
RMS_Distrib. RMS_ TI. If your CARS Server is also your CompuDyne WEB Application server please
backup the RMS_WEB Directory which normally is found under the 0: Volume. A review of the as-build
documentation will identify the location of all distribution folders.
WebQuery Server
The WebOuery servers do not contain any user data only the web page files. All user data is stored on the
associated CAD. CARS or RMS server. The web page files however should be backed up on a regular basis
to simply restoration of the server in the event of hardware failure or data loss. If any of the following folders
are on the server they should be backup up. Inetpub, TibRoot, Tiburon. RMS_Web.
General Notes on Backups
This document describes the procedures to backup the minimum set of files required to recover application
and/or data files in the event of hardware failures or data loss. It assumes if the server needs to be
completely rebuild/restored that prior to the restoring of these files the system files may need to be restored.
This may include the need to reinstall the operating system files and any other required supporting
applications (PC Anywhere, WinZip, etc.).
Also the client may choose to backup other files on the servers or use utilities to allow for simpler total
system recovery in the event a server is complete lost or all data lost. This is acceptable as long as the
precautions listed above are followed. In particular any of the application file folders should be backed up
without locking the files. Locking of files during the backup could cause undesirable affects to the application.
Page 4 of 4
20060609 CJb
~~iJster Support Agreement
Exhibit 0, Back Up Schedule and Procedures
EXHIBIT 7
To
Master Support Agreement
WARRANTY & MAINTENANCE SUPPORT - GUIDELINES & OPTIONS
This Exhibit is attached to. incorporated into and forms part of the Master Support Agreement. dated
2006, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement. the terms and
conditions set forth in the Agreement shall prevail.
NOTE - THIS EXHIBIT IS A SEPARA TE DOCUMENT THA T FOLLOWS THIS COVER PAGE
Page 1 of 1
20060609 fib
Master Support Agreement
Exhibit 7, Warranty & Maintenance Support - Guidelines & Options
ConUJulivn
Public Safl5:n~
'w
c JI~~ti<<':
Q !i\.h;;!"'*llJt
Warranty &
Maintenance Support -
Guidelines & Options
Version 2.6
March 21. 2006
CompuDvne - Public Safety & Justice. Inc. [CompuDvneJ
6200 Stoneridge Mall Road
Suite 400
Pleasanton. CA 94588
[925J 621-2100
Warranty & Maintenance Support
Version 2.6
Guidelines & Options
Notices:
New publications incorporate all updates issued since the previous publication. L"pdate packages,
issued betv.'een publications, contain additional ..lllu/or replau::ment pages which should be merged
into the most recent publication of the guide.
CompuDyne - Public Safety & Justice. Inc. (CompuDyne) reserves the right to alter or improve the
equipment, software ami/or specifications dctail~d in this document at any time and without any
notice.
The information detailed in thi.~ documentation could contain technical or typographical errors.
CompuDyne - Public Sakty & Justice, [nc. \.I.'alves any responsibilities incurred by an}one outside
the company for labor or material cost as a result of using this document. CompuDyne ~ Public
Safety & Justice, Inc. shall not be held liable for any damages including. but not limited to,
con:iequcntial. incidental special damages or loss of profits as a result or in connection with thIS
document or its use.
Vv'hile every effort has been made to prepare an accurate, thorough ;:md error-free document, your
comments and suggestions regilrding improvements to this lIser's manu:.ll are appreciated.
Cop}Tight:
All rights reserved. No part of this document may be reproduced in any form, including photocopying
or translation to another language, without the prior written consent of CompuDyne - Public Safety &
Justice, Inc.
Copyright@ 2005 by CompuD)'Tle - Public Safety & Justice, [nc.
Printed in the United States of America.
Trademarks:
The following are trademarks or ~er\":ce marks of CompuDyne - Public Safety & Justice, (nc. and
are registered or pending in the United States of America.
CAD Computer Aided Dispatch@. Computer Aided Dispatch/2000@,
CAD/2000@, Records Management Systeml2000@. RMS/2000@. Message
Switching Systeml2000@. MSS/2000@, Judicial Management Systeml2000@.
JMS/2000@, Corrections Management Systeml2000@, CMSI2000@.
PIMS/2000@. JDL@. GPA@, GMS@. RTM@. APS/2000@, CAD Activity
Reporting SystemlCARS@. Computer Assisted Public Safety System/CAPS@
All other brand and product names referenced in this guide are trademarks of their respecrive
compames.
Publication History: Publication
Version
Date
WJ.rranty & Maintenance Support
Guidelines & Options
26
~Iarch 27. 2006
TIlis document was printed on
April 26, 2006
CompuDync - Public Safety & JUS{jc~, Inc.
r...larch 27, 2006
Page a
\Varranty & :-'hintenance Support
Version 2.6
Guideline~ & Options
Table of Contents
1. INTRODUCTION ............. ........ ......... ...... ....... ........ ...... .......... ..... ...... ...... ............. ............. ........... ....... I
2. SYSTEM CUTOVER - W ARRANTY/MAINTENANCE .................................................................. 2
2.1 WARRANTY CERTIFICATION ... ............... ............................ ...................... .................. ..........................2
2.2 ACCOUNT MANAGEMENT .................. .....................................................2
3. THE CLIENT SUPPORT CENTER.............. ............. ............. ...............................................3
3.1 SUPPORT GUIDEU1'ES.. ......................... ......................... ....................... .....3
3.1.1 Methods for Contacting the CSC ............................................ .............................................3
3.1.2 Prioritizing TSRs................................................................... ............. ............................4
3.1.3 Technical Service Request - Reponing Procedures ............... .........................................5
3.2 EMERGENCY AFTER HOURS ASSISTANCE .........................6
4. BASIC SUPPORT ..' ... ..... ... ........ ..... ...... ............. ..... ........ ..... ....... ......... .... ..... ........... ............. ...............7
4.1 CALL LOGGLNG- COMPuDYNE CLIENT SUPPORT SYSTEM (CCS).. .............. .......................7
4.2 MONTHLY STATUS REPORTS. ............... ...............................7
4.3 LEVEL 1 DATABASE ADML'fISTRATION (DBA) SUPPORT .............................7
4.4 LEVEL 1 SYSTEM ADMINISTRATION SUPPORT. .. .............. .............................8
4.5 VERSION MANAGEMENT PROGRAM. .................. ............. ........... ....... .........................8
4.6 COMPuDYNE WEBSITE (WWW.TIBURONL.lC.COM).... ............................8
4.6.1 CCS Self Service....................................... ...........................................................8
4.6.2 CSC Discussion Forum............ .................. ................ ...............................9
4.7 COMPuDYNE USER GROUP... . ................... ...... .................................. ................ ......9
4.8 PRODUCT STEERING COMMITfEES. .................. ..... .................................... .....9
5.
OPTIONAL SUPPORT PROGRAMS ...................................
5.1 24 X 7 SUPPORT FOR ADDITIONAL COMPUDYNE SySTEMS.....
5.2 DATABASE ADMINISTRATION (DBA) SERVICES .......
5.3 SYS1E\t ADMINISTRATION SERVICES ................
...................................................... 10
..10
..10
..10
CompuDync - Public Safety & Justice, (lIe.
~Jrch 27. 2006
Page i
Warmnty & Maintenance Suppon
Version 2.6
Guidelines & Options
1. INTRODUCTION
This document provides a detailed description of the service programs currently available to
CompuDyne's warranty and maintenance clients covered under the Master Support Agreement (MSA1.
This document dellnes all standard and optional support programs. explains the procedures that clients
must follow to take full advantage of the programs otTered. and clarifies the c1ient's and CompuDynes
responsibilities.
As part of CompuDyne's ongoing commitment to its clients. we provide a comprehensive and beneficial
support services program. In response to client recommendations, we have refined our internal support
methodology and augmented our technical support capabilities. As a result, we are pleased offer a variety
of enhanced services to our clients under the CompuDyne warranty and maintenance programs.
CompuDyne's warranty and maintenance programs maximize the integrity of the client's system and
minimize the potential for serious problems. The warranty and maintenance programs offer various levels
of operational and technical support as well as provisions for CompuDyne software upgrades.
THE SERVICE PROGRAMS AND THE TERMS AND CONDITIONS CONTAINED HEREIN ARE
THOSE AVAILABLE AS OF THE DATE OF THIS DOCUMENT; HOWEVER, SUCH SERVICE
OFFERINGS. TERMS A1\1D COl'iDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE.
CompuDY1~~ - Public Safety & Justii.:c, fnc.
~I<lrch 27, 2006
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\VarrarHy & ~Iaintcnance Support
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Guidelines & Options
2. SYSTEM CUTOVER - WARRANTY/MAINTENANCE
At system cutover, the system transitions from the project phase to the warranty or maintenance
programs. Leading up to this major milestone. CompuDyne completes the warranty certification process
and assigns an Account ~lanager to the client. The following sections describe these activities.
2.1 W ARR<\.NTY CERTIFICATION
CompuDyne conducts an extensive internal warranty certification process before a project enters the
warranty program. Warranty certification ensures that Client Support Center personnel are equipped with
accurate, site-specific documentation. including contact information, dial-in and restart instructions,
system specifications. and hardware/operating system and network schematics. Working together,
CompuDyne's assigned Project Manager and Account Manager verify the accuracy of the client data as
entered in the CompuDyne Client Support (CCS) system. based on FrontRange Solutions' HEAT@
software. The CCS database stores all pertinent client system information. and enables CompuDyne staff
to provide the most consistent and timely support services possible. The CCS system is also available to
on-call atter-hours support staff, providing easy, secure access to the critical information necessary for
after.hours support.
2.2 ACCOUNT MANAGEMENT
To ensure the highest level of client satisfaction during the warranty and maintenance programs.
CompuDyne assigns an Account Manager to each client to act as the primary liaison between the client
and CompuDyne. The CompuDyne Account Manager is the client advocate and acts as a facilitator for
client interaction with CompuDyne. The Account Manager ensures that clients are aware of critical
information distnbuted by the Client Support Center and informs clients of new technology available
from CompuDyne. The assignment of an Account Manager allows CompuDyne to provide individual
attention to each site. as we become involved in the day-to-day issues facing our clients. The Account
Manager also facilitates client involvement in CompuDyne programs such as user groups. focus groups
and training programs.
COmpUD)lk - Public SJlc{)' & Ju~tit:e.ln.:.
~Iurch 27.1006
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WarrarHV & Maintenance Support
Version 2.6
GUldelinl'~ & Options
3. THE CliENT SUPPORT CENTER
CompuDyne's Client Support Center (CSC) is dedicated to handling client support requests 24 hours a
day. 7 days a week, including weekends and holidays. The CSC is responsible for all Technical Service
Requests (TSRs) for warranty and maintenance chents. Once a system goes into production operation. the
CSC is the central point of contact for all client needs. The CSC offers a consistent and focused approach
to problem resolution, whIle providing accurate record-keeping and timely feedback to client inquiries.
3.1 SUPPORT GUIDELINES
CompuDyne has established support guidelines that must be followed to ensure timely response and
resolution to issues reported to the CSc. The guidelines include methods for contacting the CSc.
prioritization of TSRs. and emergency after-hours assistance. CompuDyne has established TSR reporting
procedures for problem reporting and information requests, client-specific enhancement requests, and
product enhancement submissions.
3.1.1 METHODS FOR CONTACTING THE CSC
CompuDyne provides several method of contact for the CSC:
Method Procedure
Telephone Please use the following telephone numbers to contact the CSC:
(877) 445-2110 (CSC toll free line)
(925) 621-2720 (direct Ime)
(510) 579-4609 (CSC backup cell phone)
(510) 579-1714 (CSC backup cell phone #2)
NOTE: All Priority 1 calls must be reported by phone to the CSC to ensure
Jimelv re~ppnse Jo critical issues.
Web Site Clients can submit a Problem Report, Enhancement Request, Steering
ComtlUttee issue or Request for Information via the Internet by connecting to
htlo://\V\\'w.comoudvnensi.com/suoDortJdcfaul[.~sr. and entering their unique
client login and password. The CSC staff provides clients with the login and
password required to access the client support system during regular business
hours. Regular business hours are defined as 8:00 am to 5:30 pm in the client's
time zone, Monday through Friday, excluding CompuDyne holidays.
TSRs submitted via the CCS Self Service link send updates to the CCS
database in real-time mode. TSRs entered via CCS Self Service are reviewed
and assigned within 24 hours of receipt. during regular business hours. If an
email address is included with the issue submission, a confirming email \vith
the CCS Call ill (used for tracking purposes) is sent to the submitting person.
Current TSR status is available for review online at any time.
Email Clients can submit TSRs to the CSC via email to SlIoDort(..ctcomnuuvne.com.
TSRs sent to the CSC via email are entered into the CCS system and receipt is
confirmed by a follow-up e-mail message to the submitting person. which
includes the CCS CdllD (used for tracking purposes). Email is proce"ed
during relYular bllsin~ss hours.
COHlpuDyne ~ Publi.: Safety & Justi...:e, IlIl.:.
~larch 27, 2006
Page 3
\Varranty & Maintenance Support
Version 2.6
Guidelines & Options
Method Procedure
Fax Address faxes to CompuDyne Client Support Center, and fax to:
(925) 62]-2795
Faxes are processed duringregular business hours.
U.S. Mail Mail TSRs to:
Client Support Center
CompuDyne - Public Safety & Justice, Inc.
6200 Stoneridge Mall Road
SUite 400
Pleasanton, CA 94588
TSRs received via U.S. Mail are processed during regular business hours.
3.1.2 PRIORITIZING TSRs
Clients should assign each TSR a priority code consistent with the definitions outlined below to ensure
that the TSR receives the appropriate response and attention required. All TSRs are addressed according
to their priority level.
NOTE: CompuDyne staff may recommend a priority level other than that requested by the client, if the
requested priority level does not meet the criteria defined below.
Priority Level Category Definition
Priority 1 Urgent The entire system or a major component is down.
Client cannot use system to continue operations.
Impacts multiple users. halts or severely impacts
critical operations, or database inte.grity is
compromised.
NOTE: FOR PRIORITY I ISSUES, CLIENTS
MUST CONTACT THE CSC IMMEDIA TEL Y BY
TELEPHONE. DO NOT DELAY RESOLUTION
BY SUBMITTING A PRIORITY I TSR BY WEB,
EMAIL. FAX. OR U. S. MAIL.
Priority 2 High A major component or function does not work
properly. Impacts an individual or small group.
Normal operations impaired, but can continue.
Priority 3 Standard Impacts an individual or small group. Service can be
delayed until a mutually established future time.
Priority 4 Information Issue is informational or educational in nature.
Enhancement requests and Steering Committee
issues should be reported as Priority 4 TSRs.
Priority 1 TSRs reported during regular business hours are logged and assigned to a CompuDyne
technician for investigation and resolution. For clients and systems with 24 x 7 coverage. Priority I TSRs
can be reported 24 hours a day, 7 days a week.
Clients and systems without 24 x 7 coverage can report issues via the CompuDyne website, email or fax
at any time. These requests are processed during regular business hours. Clients and systems without 24 x
7 coverage can contact the CSC by telephone during regular business hours to report a TSR.
CompuDyne - Public Safety & Ju<,tice, Inc.
:Vlan:h 27, 2006
Page 4
\Varrantv & Maintenance Support
Version 2.6
Guidelines & Options
TSRs for Priority 2, 3 and 4 requests are assigned to the applicable technical team for review, assessment,
scheduling, and resolution. Regular TSR reviews between the client and the Project Manager or Account
Manager allow CompuDyne technicians to focus on problem resolution and lInprove TSR resolution
time.
3.1.3 TECHNICAL SERVICE REQUEST - REPORTING PROCEDURES
AI! problems and enhancement requests for all systems used in a production environment must be
reported to the CSC utilizing submission procedures described in this document. Whenever possible.
supporting documentation or screen shots of examples should be provided when reporting problems.
Following the proper reporting procedures will expedite the problem resolution process.
3.1.3.1 PROBLEM REpORTS AND INFORMATION REQLTESTS
Once a client system is placed into productive use, clients report all known problems and functional
questions to the CSc. The CSC logs. assigns. and addresses the issue as soon as possihle. All TSRs are
addressed according to their assigned priority. Once a TSR has been resolved, the client is contacted by
telephone or email and advised that the call has been resolved. The client can either confirm resolution of
the TSR at that time or request additional time to test the resolution of the TSR. If the client cannot be
contacted, or if the client requests time to test the resolution of the problem, the TSR is placed in Test
Request mode. TSRs placed in Test Request mode without any further information or activity for 30 days
are closed automatically.
CompuDyne occasionally provides clients new "builds" that contain fixes for one or more problem
reports. Once a new build has been delivered to a client, the client has 60 days to test the new build in the
training environment. All problems identIfied in the new build must be reported to the CSC as TSRs and
must include a notation that the TSR was discovered as a result of testing a new build (including the build
number). All new builds must be tested and moved into production within 60 days of receipt, unless there
are unresolved critical operational problems in the new build that prevent this action. Failure to
implement a functional new build in the production environment within 60 days of receipt may result in
CompuDynes refusal to respond to a new problem report which has been resolved in the new build.
CompuDyne - PublIC Sakty & Justice. 101.:.
~'Iarch 27. 2006
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\Varranty & Maintenance Support
Version 2.6
Guidelines & Options
3.1.3.2 ENHANCEMENT REQUESTS
If a client would like to add a feature that will enhance their system. they can submit an enhancement
. request to the CSc. The CSC logs all enhancement requests in the CCS system. Once the request is
entered in the CCS system, it is assigned to the client's Project l\1anager or Account Manager. who works
wIth the client and CompuDyne's Product Management staft) to define the requirements and develop"
price quote for the work involved. The CSC and the Project Manager or Account Manager monitor the
progress of the request from the date the request is entered to the issuance of a price quote. CompuDyne s
goal is to provide enhancement quotes to clients within 14 days for minor enhancement requests and
within 30 days for more complex requests.
3.1.3.3 STEERING COMMITTEE ISSUES
Clients can submit a Steering Committee request for discussion and potential inclusion in CompuDyne's
baseline when they encounter a situation where a system change or additional feature would enhance the
functionality of the system. Submitted Steering Committee requests are posted on CompuDyne's website
in the password protected area for client viewing.
3.2 EMERGENCY AFTER HOURS ASSISTANCE
Emergency assistance after regular business hours is subject to the following special condition:
24 x 7 support is standard for all CAD, Corrections systems (CMS, [MS and JMSJ. and Message Switch
systems. Remote support for Priority I TSRs is provided at any time of the day. If a client selects the 24 x
7 service option for any other CompuDyne applications. remote support for Priority I TSRs for those
applications is also provided at any time of the day. If a client requests after hours support for an
application without 24 x 7 coverage. support is subject to a call-out fee.
CllmpuDync - Public Safety &: Jusc:ce, Ir.c.
March 27. 2006
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4. BASIC SUPPORT
4.1 CALL LOGGING - COMPUDYNE CLIENT SUPPORT
SYSTEM (CCS)
The CompuDyne CSC uses HEA T@ Call Logging software provided by FrontRange Solutions. Inc. This
online database is referred to as the CompuDyne Client Support System (CCS). The CCS system allows
us to maintain a central repository of all product, project, maintenance, and enhancement activity. This
software has been customized to meet the unique needs of CompuDyne and its clients. The system tracks
Technical Service Requests (TSRs) and provides a central repository to document each client's hardware.
network configurations, product versions, SUppOI1 needs, and specific requirements. \Vorking with the
clients, the Projec[ Managers and Account Managers periodically review and update the data stored in the
CCS system. They also periodically validate key and primary contact names. titles. positions, addresses,
telephone numbers and email addresses.
4.2 MONTHLY STATUS REPORTS
Each month. CompuDyne sends warranty and maintenance clients Monthly Status Reports. Status
reporting allows both the client and CompuDyne to monitor all site activity and facilitates scheduling of
future activity. The report covers the previous month's Technical Service Requests (TSRs) and
enhancement activities. It is important that clients review these reports for accuracy. To ensure timely
problem resolution, clients should inform the CSC immediately if any discrepancies are discovered.
Client Support announcements are often included in the Monthly Status Report mailings. Client Support
announcements inform CompuDyne clients of upcoming CompuDyne holidays. Critical Product
Notifications, Requests for Information, Upcoming Events. and other CompuDyne news.
4.3 LEVEL 1 DATABASE ADMINISTRATION (DBA) SUPPORT
Level I DBA Support is a standard feature of CompuDyne's Master Support Agreement (MSA). Level I
DBA Support services include the creation of production and training databases to be used by the
CompuDyne applications for clients that do not have their own database administration (DBA)
capabilities. Database services offered as part of the Level I DBA Support do not include preventive
monitoring of the clien!"s databases. The client's DBA is also responsible for periodic database
backups, backup functionality monitoring. periodic database maintenance, and database recoveries in the
event of disaster. During the project phase before "go live" CompuDyne is available to assist with the
database backup configuration. Thereafter. CompuDyne will be available primarily for consultation to
diagnosis/resolve database problems that are directly related to the CompuDyne applications. Please refer
to the CompuDyne DBA Services document for further information.
CompuDyne - Public Safety & Jus{i~e. Inc.
~larch ~7. 2006
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4.4 LEVEL 1 SYSTEM ADMINISTRA nON SUPPORT
CompuDyne provides Level J System Administration (SA) Support as a standard feature of the Master
Support Agreement (MSA). For clients who have qualified System Administrators. this plan provides the
minimum assistance needed to ensure that operating systems. hardware, and networking function properly
to support the CompuDyne applications. CompuDyne will provide support ranging from information-
only, to applying minor changes (designation of minor change reserved to CompuDyne). to providing
resolution only for problems that may be encountered by supported CompuDyne applications. Please refer
to the CompuDyne Systems AdministratIOn Support Services document for further information.
4.5 VERSION MANAGEMENT PROGRAM
The Version Management Program (VMP) provides CompuDyne clients with ongoing product
enhancements and new features as an integral component of CompuDyne's Master Support Agreement
(MSA).
Under the VMP, baseline clients are offered release updates to key CompuDyne products. These updates
include additional functionality, support for new releases of operating systems. relational databases and
other third-party products, and. in many cases. the introduction of new technology. Client input through
Steering Committees and Focus Groups drives the majority of these product updates.
\Vhile there are optional for-fee services, the majority of the costs for the VMP are included in the annual
maintenance fee. There are situations \A.here the release requires additional license fees, non-CompuDyne
product upgrades. additional equipment, or costs for migration for custom interfaces. These fees are extra
cost items. As part of each new release. CompuDyne advises clients on these matters.
The Version Management Program applies to selected versions ofCompuDyne baseline products. For full
details of the Version Management Program. please refer to the current Version Management Program
document.
4.6 COMPuDYNE WEBSITE (WWW.COMPUDYNE.COM/PS.J)
The CompuDyne website is a valuable client resource that provides convenient, around-the-clock access
to information and special announcements about CompuDyne's products and services. r-..lany of the areas
of this website are password protected. Clients can contact the CSC during regular business to obtain the
login and password for your client site.
4.6.1 CCS SELF SERVICE
The CCS Self Service area of the website is password protected. All active CompuDyne clients can
access the CCS Self Service system via the Jnternet 24 x 7. Clients can view all open TSRs and all TSRs
closed within the previous 30 days. TSRs are displayed in a list format. allowing the user to drill down
and view all of the information on an individual TSR.
The website includes links where clients can complete the following tasks:
. Send additional information to the Client Support Center. such as a screen shot of the problem.
. Send the CSC a notIce advising that a TSR can be closed.
. Generate a Crystal Report of all open TSRs and all TSRs that have been closed within the past
seven days. This information can be exported to a client's computer and manipulated using
Microsoft Excel.
CompuDyne - Public Safety & Justic\:, Inc.
1-.Iarch 27,2006
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4.6.2 CSC DISCUSSION FORUM
The password protected CSC Discussion Forum enables clients to post bulletin board messages that are
viewable by all other CompuDyne clients. Clients can also post replies to existing messages. CompuDyne
encourages all clients to participate in this valuable exchange of information.
4.7 COMPUDYNE USER GROUP
The CompuDyne User Group provides an important vehicle for communicating with other users and
CompuDyne staff. Each year, CompuDyne hosts a User Group conference, offering training sessions,
presentations and product demonstrations. The annual conference enhances corrununication among users,
introduces new products and product upgrades, and provides \vorking sessions focused on specific areas
of user interest. Each agency can send as many representatives to the annual conference as desired.
4.8 PRODUCT STEERING COMMITTEES
Product Steering Committees allow CompuDyne clients to participate in product development and
direction for all major CompuDyne applications. Each Product Steering Committee is composed of a
chairperson elected by the CompuDyne User Group, and up to five additional members selected by the
chairperson. The Product Steering Committee members solicit input from CompuDyne clients licensed
for each product line, and compile suggested product changes to discuss at the annual Product Steering
Committee meetings, which are hcld in the spring. A CompuDyne product advocate and CompuDyne
product technical lead attend the annual Product Steering Committee meetings. Each session begins with
a full demonstration of the current product version. followed by a discussion of potential changes and
enhancements. As a result of these discussions. the Product Steering Committees determine which
changes will be applied to the next product version.
Product Steering Committee information is accessible via the password protected area of CompuDyne's
website. Posted information includes annual Product Steering Committee Enhancement lists. as well as
Product Steering Committee issues submitted by clients for discussion at the next annual Product Steering
Committee meeting.
CompuDync - Pub!il.: Sufety & Justice, IlK.
:-'larch 17. 2006
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5. OPTIONAL SUPPORT PROGRAMS
CompuDyne's Account Manager will work with the client to tailor support programs to the client's
specific needs and develop associated pricing.
5.1 24 X 7 SUPPORT FOR ADDITIONAL COMPUDYNE
SYSTEMS
Clients can upgrade to 24 x 7 support for any CompuDyne system at an additional cost per system. 24 x 7
suppon is standard for all CompuDyne CAD. Corrections systems (CMS. IMS, and JMS). and Message
Switch systems.
5.2 DATABASE ADMINISTRA nON (DBA) SERVICES
CompuDyne offers optional added-cost DBA service plans including Level 2. Level 3, or Incremental
DBA Services on a time and materials basis. Please refer to the CompuDyne DBA ServIces document for
funher information.
5.3 SYSTEM ADMINISTRA nON SERVICES
CompuDyne also offers optional added-cost SA service plans including: Level 2 Extended SA Services,
Level 3 Extended SA Services. and Level 4 Incremental SA Services on a time-and materials basis.
Please refer to the CompuDyne Systems Administration Suppon Services document for funher
information.
CompuDync - Public Safety & Justi~e, Inc.
i\Ian.;n 27, 2U06
Page 10
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Ad<;;ted): t.,\l CI \ Dc., Item # ~ . Resolution #
Vote: AyeS~~ ~ Abstain "'&.
Change to motion to amend onginal documents D Companion Resolutions
NulllVoid After: ~!~
Resolution # On Attachments: D Note on Resolution of attachment stored separately: D
JD00-;)30
Abjjfu .
PUBLISH D
POST D
RECORD W/COUNTY D
By:
Date Sent to Mayor:
Date of Mayor's Signature:
Date ofClerk/CDC Signature:
Reso. Log Updated:
~
Seal Impressed:
Reso. # on StaffReport~
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
I;-~S' cp
Date Returned:
Not Returned: D
20d Reminder Letter Sent:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes No By_
Yes No By_
Yes No By_
Yes No By_
Yes No By_
Copies Distributed to:
Animal Control
D
D
~ttY\.o---.
D
D
EDA
D Information Services ~\~U I\I'\....!
D Parks & Recreation D
...:e, ~Q!(.[)Yl\l ~olice Department D
D Public Services D
D Water Department D
City Administrator
City Attorney
Code Compliance
Development Services
Facilities
Finance
Fire Department
Human Resources
Others:
Notes:
Ready to File: ~
Date:
Revised 12/18103
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
June 28, 2006
YOUR COPY
TO:
Lyn Humphrey, Administrative Clerk 11
Information Services
FROM:
Sandra Medina, Assistant to the City Clerk
RE:
Transmitting Documents for Signature - Resolution 2006-230
At the Mayor and Common Council meeting of June 19, 2006, the City of San Bernardino
adopted Resolution No. 2006-230 - Resolution authorizing the renewal of a maintenance
contract for maintenance services from Compudyne PS&J Inc. of Pleasanton, California.
Attached are one (1) original Software License Agreement and one (1) original Master Support
Agreement and two (2) duplicate original Software License Agreements and two (2) duplicate
Master Support Agreements. Please obtain signatures in the appropriate locations and return the
ORIGINAL agreements to the City Clerk's Office as soon as possible, to the attention of Dodie
Otterbein. Please keep the fully executed copies for your records and for the other party.
If you have any questions, please do not hesitate to contact Dodie Otterbein at ext. 3215. Thank
you.
Sandra Medina
Assistant to the City Clerk
I hereby acknowledge receipt of the above mentioned documents.
Signed: p)~ ;;:~
/ - _ 1 0_ J I;; Please sign and return
Date: U ouJ