HomeMy WebLinkAbout374914 COMPUDYNE PUBLIC SAFETY JUSTICE OLD TIBURON - CONTRACT - PURCHASE ORDER - 6604598 (2)MASTER SUPPORT AGREEMENT
This Master Support Agreement (this "Agreement') is made and entered into this 11t" day of July, 2006
(the "Effective Date"), by and between The City of Fort Collins and Larimer County, with their principal places of
business at 300 LaPorte Avenue, Fort Collins, Colorado, 80521 and 200 West Oak, Fort Collins, Colorado, 80521
respectively Qointly, the "Client") and CompuDyne — Public Safety & Justice, Inc., a Virginia corporation having its
primary place of business at 6200 Stoneridge Mall Road, Pleasanton, California 94588 ("CompuDyne").
RECITALS
WHEREAS, the Client has determined that it desires to obtain from CompuDyne certain support services
relating to a computer automated system previously developed and implemented by CompuDyne for the Client;
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:
AGREEMENT
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference, unless otherwise defined herein.
2. Scope of Work
2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, CompuDyne
shall provide the following support for the Covered Applications ("Basic Support").
(a) Application Errors. CompuDyne will correct any Error in any of the Covered Applications
discovered by the Client during the term of this Agreement, provided (a) the Client provides all information
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) Customer Support Center. CompuDyne will provide toll -free telephone support for routine
operational and technical assistance. Support for Priority One Calls relating to CompuDyne's Computer
Aided Dispatching (CAD) software application, Correctional Management Systems (CMS) software
application and Message Switch System (MSS) software application shall be available twenty four hours a
day, seven days a week. Support for all other calls will be available during CompuDyne's normal support
hours of 8:00 a.m. to 5:30 p.m. local time (not including weekends and CompuDyne holidays).
CompuDyne reserves the right to charge reasonable call -out fees for any call received other than during
CompuDyne's normal support hours.
(c) Account Manager. CompuDyne will designate, in a written notice delivered in accordance with
Section 24 hereof [Notices], a single individual to act as the account manager for purposes of coordinating
technical support as set forth herein (the "Account Manager'). The Account Manager shall ensure
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 written notice delivered in accordance with Section 24 hereof [Notices] designating the new
individual authorized to act as the Account Manager.
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Fort Collins / Larimer County Master Support Agreement
13. Assignment
Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent
of the other party, which consent shall not be unreasonably withheld; provided, however, that CompuDyne may
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 Colorado without giving effect to the choice of law principles thereof. The United Nations
Convention on the International Sale of Goods shall not apply to any transactions contemplated by this Agreement.
16. Arbitration
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement, or the breach thereof, may, upon agreement of the parties, be
submitted to and resolved by final and binding arbitration by the American Arbitration Association in accordance
with its Commercial Arbitration Rules then in effect. The location for any such arbitration shall be in the state of
Colorado. The parties understand and agree that such arbitration would be instead of any civil litigation, except
that either party may petition a court for a provisional remedy, and that the arbitrator's decision will be final and
binding to the maximum extent permitted by law and enforceable by any court having jurisdiction thereof.
17. Venue
All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court
located in the State of Colorado. 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. The parties waive the provisions of California Civil Code Section 1654 such that any ambiguity in
this Agreement may not be construed against either party.
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
Page 10 of 13
Fort Collins / Larimer County Master Support Agreement
party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific
occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically
addressed by such waiver or to any future events, even if such future events involve facts and circumstances
substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power
hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder.
Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to
any other third party, to enforce strict adherence to all terms of this Agreement.
21. Force Majeure
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement
(and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of the
following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non -performing party through the use of alternate
sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by reason
of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, equipment, power
or supplies; war, terrorism or other violence; any law, order, proclamation, regulation, ordinance, demand, or
requirement of any governmental agency or intergovernmental body other than a party hereto; or any other act or
condition beyond the reasonable control of the non -performing party. Upon the occurrence of an event which
satisfies both of the above conditions (a "Force Majeure Event'), the non -performing party will be excused from
any further performance of those obligations under this Agreement affected by the Force Majeure Event for as
long as (a) the Force Majeure Event continues; and (b) the non -performing party continues to use commercially
reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon
the occurrence of a Force Majeure Event, the non -performing party will immediately notify the other party by
telephone (to be confirmed by written notice within two (2) business days of the failure or delay) of the occurrence
of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event.
22. Severability
If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall
be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to
the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect.
23. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between
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.
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Fort Collins / Larimer County Master Support Agreement
If to CompuDyne:
CompuDyne — Public Safety & Justice, Inc.
6200 Stoneridge Mall Road
Suite 400
Pleasanton, CA 94588
Attn: Contracts Administrator
Phone: 925-621-2706
Fax: 925-621-2791
With copies to:
25. Construction
If to the Client:
City Clerk's Office
300 LaPorte Ave.
P.O. Box 580
Fort Collins, CO 80522-0580
Phone: 970 221-6515
Fax: 970 221-6295
Fort Collins Police Services
P.O. Box 580
Fort Collins, CO 80522
Attn: JoAnne Sizemore
Phone: 970 221-6840
Fax: 970 221-6284
Larimer County Sheriffs Office
2501 Midpoint Drive
Fort Collins, CO 80525
Attn: Steven Bebell
Phone: 970 498-5102
Fax: 970 498-9203
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. Dissolution
In the event the Primary Agencies dissolve the intergovernmental agreement to share the ownership and
operation of the System, and upon notification to all parties in accordance with Section 24 hereof, all provisions,
obligations, rights, and privileges of this agreement and all related exhibits shall transfer and remain in effect as
individual agreements between CompuDyne and each Primary Agency. The Primary Agencies understand and
accept that such dissolution may require an amendment of this Master Support Agreement for each Primary
Agency.
Page 12 of 13
Fort Collins / Larimer County Master Support Agreement
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below.
COMP DYNE, IN
By: 4;1
Attest �� N me: Ken Elmer
Title: SVP Finance & Administration
Robert Brown
SVP Ooeratio
ft
City Clerk
Approved as to form:
Assistant City Attorney
s��
(Corporate Seal)
THE CITY OF FORT COLLI S
A Colorado Munic' al Corpo tion
By:
Darin Atteberry, City Manager
„(� Mlan/ajger /�
hv. R t 1 Y IQ�C L' -,
B. O'Neill II, CPPO, FNIGP
r of Purchasing and Risk Ma7Wient
LARIMER COUNTY, COLORADO
A political subdivision of the State of Colorado
By:
Slbyed Bebell, L tenant
Information Services Director
Larimer County Sheriffs Office
Page 13 of 13
Fort Collins / Larimer County 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
July 11, 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 [Additional Support Options] of the
Agreement.
3. "As -Built Specifications" shall mean, with respect to any of the Covered Applications, the
specifications for such Covered Application delivered to the Client upon the Client's acceptance of such
Covered Application, as the same may be modified or supplemented from time to time to reflect
Enhancements provided hereunder.
4. "Authorized Server" shall mean, with respect to any of the Covered Applications, the server identified
as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and incorporated
therein by reference.
5. "Authorized Site" shall mean, with respect to any of the Authorized Servers, the address and room
number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
6. "Basic Support" is defined in Section 2.1 [Basic Support] of the Agreement.
7. "Client" is defined in the preamble to the Agreement.
8. "Client Confidential Information" is defined in Section 7.1 [Protection of Confidential and Proprietary
Information] of the Agreement.
9. "Client Representatives" is defined in Section 5.10 [Authorized Client Representatives] of the
Agreement.
10. "Communications Interfaces" shall mean ethernet networking, serial connectivity to net clock and
ANUALI, 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.
14. "Derivative Works" shall mean, with respect to any Covered Application, any translation, abridgement,
revision, modification, or other form in which such Covered Application may be recast, transformed, modified,
adapted or approved after the Effective Date.
Page 1 of 3
062403 SJB Exhibit 1 to the Fort Collins / Larimer County Master Support Agreement
15. "Dispute Notice" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement.
16. "Disputing Party" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement
17. "Documentation" shall mean, with respect to any Covered Application, those printed instructions,
manuals, and diagrams pertaining to and furnished with such Covered Applications.
18. "Effective Date" is defined in the preamble to the Agreement.
19. "Enhancement" shall mean, with respect to any Covered Application, a computer program modification
or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to,
such Covered Application and that is integrated with such Covered Application after the Effective Date, or
that is related to a given Covered Application but offered separately by CompuDyne after the Effective Date.
20. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the
Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and
included as part of the Agreement in accordance with Section 2.3 [Enhancements] thereof.
21. "Error" shall mean, with respect to any Covered Application, a defect in the Source Code for such
Covered Application that prevents such Covered Application from functioning in substantial conformity with
the As -Built Specifications pertaining thereto.
22. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer software
change integrated with such Covered Application during the term of the Agreement to correct any Errors
therein, but that does not alter the functionality of such Covered Application or add new functions thereto.
23. "Monthly Status Report" is defined in Section 2.1(d) [Status Reports] of the Agreement.
24. "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic
or electronic binary form on software media, which are readable and usable by machines, but not generally
readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering.
25. "Out of Scope Services" shall consist of any services provided under this Agreement that are outside
the scope of those services specifically and expressly identified under, and provided pursuant to, Section 2,1
[Basic Support], Section 2.2 [Additional Support] or Section 2.3 [Enhancements] of the Agreement.
26. "Payment Date" shall mean March 31 st of each year during the term of this Agreement.
27. "Primary Agencies" shall mean Fort Collins Police Services and Larimer County Sheriffs Office.
The City of Fort Collins and Larimer County have executed an intergovernmental agreement to act as joint
owners and operators of the System. Fort Collins Police Services and Larimer County Sheriffs Office
shall act as "umbrella" agencies for the Secondary Agencies.
28. "Priority One Call" refers to a problem that impacts multiple users and/or halts or severely impacts
critical operations. CompuDyne will commence diagnosis and system restoration immediately.
29. "Priority Two Call" refers to a problem where a major component or function does not work properly.
Response requested within 48 hours. Impacts individual or small group. Normal operations impaired, but
can continue.
30. "Priority Three Call" refers to a problem where a subset of a system or module does not work
properly, or problem is not critical to continued operations. Operations can continue or there is a
workaround for this problem. Service may be delayed until a mutually established future time.
31. "Priority Four Call" refers to an issue that is informational or educational in nature.
Page 2 of 3
062403 SJB Exhibit 1 to the Fort Collins / Larimer County Master Support Agreement
32. "Secondary Agencies" shall mean any public safety or criminal justice agencies (other than the
Primary Agencies) that are contained wholly or partly within the political and legal boundaries of Larimer
County, Colorado.
33. "Site Specifications" is defined in Section 5.9 [System Modifications] of the Agreement.
34. "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.
35. "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.
36. "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.
37. "System Environment" shall mean the configuration set forth on Exhibit 4 the Site Plan.
38. "Technical Support Coordinator" is defined in Section 5.11 [Technical Support Coordinators] of the
Agreement.
39. "Third -Party Products" shall mean all software and hardware components of the System other than the
Covered Applications.
40. "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
062403 SJB Exhibit 1 to the Fort Collins / Larimer County Master Support Agreement
EXHIBIT 2
To
Master Support Agreement
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
July 11, 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 # U1263-05
Covered
Make, Model,
Maintenance Period
Application
pp
Serial Number, of
Authorized Server
Period
Start Date
Stop Date
Annual Fee
CAD
Primary Server: IBM
12 mo
1/1/06
12/31/06
$ 53,885.00
Rack Server 1: p
Series 650 Model
6M2
Secondary Server:
IBM Rack Server 1:
p Series 650 Model
6M2 CEC
RMS
IBM Rack Server 1:
12 mo
1/1/06
12/31/06
$ 60,873.00
p Series 650 Model
6M2
Secondary Server:
IBM Rack Server 1:
p Series 650 Model
6M2
CPS
N/A
CMS
12 mo
1/1/06
12/31/06
$ 23,109.00
FAS
12 mo
1/1/06
12/31/06
$ 13,567.00
Interfaces
12 mo
1/1/06
12/31/06
$ 21,219.00
911 Mapping
12 mo
1/1/06
12/31/06
$ 34,656.00
Oracle
12 mo
1/1/06
12/31/06
$ 4,800.00
Total
$212,109.00
Page 1 of 2
062403 SJB Exhibit 2 to the Fort Collins / Larimer County Master Support Agreement
Authorized Site
Fort Collins is an IBM AIX HACMP/XD two cluster configuration with two sites Fort Collins Police Service
building & the Lamer County Sheriffs office.
Ftc_cad = CAD cluster node: fcps_cadp & Icso_cadb
Ftc_rms = RMS cluster node: Icso_rmsp & fcps_rmsb
Site Addresses:
Larimer County Sheriffs Office
Administration Building
2502 Midpoint Drive
Fort Collins, CO 80525
Site Phone # 970-498-5333
Fort Collins Police Services
300 LaPorte Ave
Fort Collins, CO 80521
Site Phone # 970-221-6602
Page 2 of 2
062403 SJB Exhibit 2 to the Fort Collins / Larimer County Master Support Agreement
EXHIBIT 3
To
Master Support Agreement
THIRD -PARTY SUPPORT CONTRACTS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
July 11, 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.
Serial Numbers by Site:
Larimer County
RMSP 10132ABF
CADB 1046AFF
Fort Collins Sheriff's
RMSB 10C11OBF
CADP 1046DAF
pSeries 650 Model 6M2
pSeries 650 Model 6M2
pSeries 650 Model 6M2
pSeries 650 Model 6M2
AIX Operating System: AIX 5.1
Windows 2000 Server
Dell Workstations See Below
Dell Servers LCSO
CARS Server
PowerEdge 4600
Paging Server
PowerEdge 650
Web Server
PowerEdge 1650
Tips Server
PowerEdge 4600
Dell Server FCPS
CARS Server
PowerEdge 4600
Paging Server
PowerEdge 650
ProQA Server
PowerEdge 1650
Web Server
PowerEdge 650
AVL-MAP
Page 1 of 1
062403 SJB Exhibit 3 to the Fort Collins / Larimer County Master Support Agreement
(d) Status Reports. CompuDyne will provide the Client with a monthly status report (a "Monthly
Status Report"). Each Monthly Status Report will include a summary of site activity and a summary of
requests by the Client for technical services delivered in accordance with Section 5.1 hereof [Technical
Service Requests]. Each Monthly Status Report will be delivered to the Client in accordance with the
notice provisions set forth in Section 24 hereof [Notices].
(e) Back -Ups. Subject to the Client's obligations under Section 5.5 hereof [Maintenance and
Back -Ups], CompuDyne will (a) provide and maintain automated back-up scripts, (b) review on a monthly
basis back-up logs to ensure required back-ups are being successfully completed; and (c) subject to the
Client's obligations under Section 5.5 hereof [Maintenance and Back -Ups], test the back-up procedure on
a monthly basis by mounting back-up tapes of a specific date for examination.
(f) Interface Updates. CompuDyne will provide, without cost to the Client, updates to the
National Crime Information Center interface and/or Colorado Crime Information Center interface and
related Documentation, including all existing screen formats developed and currently supported by
CompuDyne, for all legal requirements or modifications mandated by the National Crime Information
Center and/or Colorado Crime Information Center, when such requirements or modifications require a
modification to the Source Code relating to any Covered Application and are necessary for the proper
performance of the Covered Applications. Changes mandated or offered by any other state, county, city
or municipal governmental entity as well as changes to the National Crime Information Center
communications protocols are outside the scope of this section.
(g) Operations Review. So long as the Client's annual fees hereunder exceed Seventy Five
Thousand Dollars ($75,000) in the aggregate, CompuDyne will be available to visit the Client's facilities at
least annually to meet with management, operations and other Client personnel to conduct an operations
review of the Covered Applications and the System and an analysis of the Client's automation
requirements. A report will be produced to include observations and recommendations regarding the
Client's use of the Covered Applications and the System. CompuDyne will work with the Client to
document this review in the form of a multi -year automation plan.
2.2. Additional Support Options. In addition to Basic Support, the Client may purchase additional
support options, such as Advanced Database Support, Advanced System Support, Advanced Network
Support and other services that may, from time to time, be offered by CompuDyne (each, an "Additional
Support Option"). The Client may request information regarding the Additional Support Options currently
available from the CompuDyne Account Manager. The terms and conditions for each Additional Support
Option shall be set forth in a separate exhibit which, upon payment of the required annual fee for such
Additional Support Option, shall automatically become part of this Agreement and shall be subject to the terms
hereof. The Client may discontinue any Additional Support Option by providing CompuDyne at least ninety
(90) days prior written notice identifying the Additional Support Option to be discontinued; provided, however,
that such discontinuance shall not be effective until the next occurring Payment Date.
2.3. Enhancements. From time to time, the Client may request CompuDyne to provide under this
Agreement services and materials to furnish, install and implement an Enhancement. The installation and
implementation of such Enhancement shall be provided, at CompuDyne's option, on a fixed -quote basis with
payment milestones 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 include the
Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this
Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms hereof; (c)
the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement
Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this Agreement shall be amended
to include the Enhancement as a Covered Application subject to the Client's payment of any necessary
additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that, upon final
acceptance of such Enhancement, the Software License Agreement shall be amended as necessary or
appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to payment in full of
all amounts due under the Enhancement Terms.
Page 2 of 13
Fort Collins / Larimer County Master Support Agreement
EXHIBIT 4
To
Master Support Agreement
SITE PLAN
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
July 11, 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.
SEE ATTACHED Document Prepared by Rodney Thomson, SSG
Page 1 of 1
062403 SJB Exhibit 4 to the Fort Collins / Larimer County Master Support Agreement
C.R.I.S.P. Network
Infrastructure -
TOP LEVEL
Microwave DS3
I Justice Center
I I
I
I Building
I
MASXni
I
Cisco 2950
I
I
I 1000
I
100mb
I
'
100mb
r .
.
I I A
M
03 (RMS)
0
I
Cisco
II 1
enl ether0 3750-48TS-E
GI
�
en4
1 gig
en3 geo_net2
I
_ • _G_E_O_1_
(CAD)
GE03
(CAD)
MS Stby
I
RMS/CMS
en2
100
I
-I--Pub ---
I
Secondary
Gig
I
I
HSRP
I
I
CAD s0tby
(
I
GE01
(RMS) --nt
n2
ren3
etherl
I
-I -------
en41
gig
IATM
geo_net4 Cisco
Cisco
CAD
3750-48TS-E I.
15327
Primary
I Optical
I
I
I.
Switch
I
100m
I
I
11
Larimer
Workstations
I
County
FCPS
I
Courthouse
I
Boot = Primary HA Public Interface
Sry = Services Interface for HA
Stndby = Standby HA Public Interface
GE03 = Primary GEORM Network
GE04 = Primary GEORM Network
ATM = County ATM Network
I •I
Marconi
ASX
1000 Cisco 2950
100mb I
i 100m
• A M I
I 0 _ RMS/CMS I
1 Prima4en3
GE03 (R S)
I
i Cisco
Gig - -
n4
03 (CAD)
(
Rms Stby
Gig 100
HSRF i
CAD Stby en2
100 --
Gig etherl enl
1 GIG en4
Cisco Usco geo_net4 en3
15327 3750-48TS-E CAD Secondary I
Optical I
Switch
I
100mb
I �
Workstations LCSO
...... ...... ...... ...... ...... ......
CRISP Verb Network Interconnect Diagram Page #1 Fnday, June 16, 2006 Fnday, June 16, 2006 CRISP -Network Infrastructure-TopLevel vsd
Dominate Site
CAD & RMS HA-CMP/GEO Server Network Interconnect Diagram
MAT Address IPAT Address
192.168.201.10 CAD 192.168.200.11 RMS
To Microwave—��F____To Microwav
To OC4B' To OC48
i
QUEST
LCSO
NON -Dominate
CRISP Verb Network Interconnect Diagram Page #1 Friday, June 16, 2006 Friday, June 16, 2006 CRISP -Network Interconnect Diagrams. V7. vsd
HACMP Cluster Attributes
CRISP HACMP/XD Configuration - RMS
Site: Police Services
Node Name: FCPS RMSB
Label: rmsb .1
GIGABIT
Atrnixa. public,
1 a100/1000
Function: boot
Itlentifier QP):183.18B.X10.18
Adapter: .1
slot: 6
(100Mps LAatiel
meab_en2
tlribute:
Full Function
puliffo
smy
Duplex) Identifier(IP).
10.10..11.5
Adapter.
.2
Slot.
1
Label'.
desb_en0
(100Mps Attribute:
pubic
Full Function:
--------
stby —
--------
Identifier
Duplex) Adapter
(IP):f0"i
I�
slot.
inbarnal NIC port
I
Adapter. ssaf
Slot: 2
IBM - AIX 5L
p$erieS - 650 UX Server
PERSISTANT IP
192.168.200.18
11111111=1111h a
L
8 7 V16 5 4
J9
9 10 11 12 13
7133 SSA Disk Array
Fiber
Label:
rmabyeonet2
Attribute:
private
GIGABIT
Function:
service
10110011000
Identifier (IP)'. 192.166.N12.16
Adapter:
rn3
slot
3
label.
mfab9eone0
(100MPs
Attribute
Function'.
private
service
Full
IdeMlfier(IP):
192,186,203.18
Duplex)
Adapter:
rr4
Slot
4
Modem
Lxl,cl: dens ny2
AftnWe: srial
Function'. s .heartbeat
Identifier (ny): Ne ,W
Port: 2 (01
it
3
2
1
J16
14
15
16
eo�40 0 �y40 A�Qo�4q�r �Q4q°j �y4A �y44, ��4oJ eo`�4grl
Fiber
Network Name: rms_n232
Network Type: Geo Secondary
Site: Sheriffs Office
Node Name: LCSO RMSP
Fiber
�—
Labet rmap_en1
GIGABIT
Attribute : public
101100/1000
Function: boot
_
Identifier(P)' 192.169."..12
Adapter: end
slot 6
Lalael
000MPs An ixtte:
�am�2
Full Function:
slby
Duplex) Identifier(IP):d910.1f1
Adapter:
.2
slop.
1
(100MPs
Atrrnbute: public
--- -
Full
Function atby
--------
Duplex)
Identdier(IP) 192.163.200.E
Adapter ri0
r
Sot Internal NIC port
Modem
Label. rms_ty2
Attribute: serlat
Function: seMce heartbeat
Identifier(try): A levAYy2
Pod'. 2 (")
HAGEO Cluster Attributes
raartwla� -
:rM+Ir.Natnr6
+4�r.3aur
�"*P
�rrae.Ma
Label: mdpyeonet2
Attribute: RNate GIGABIT
Function : arvoe 10110011000
Identifier (HP) 192169.20216
Adapter: an.3
slot 3
Label.
rmidde ef3
(100MPs
j Adndne:
Funcion'.
private
service
Full
identifier (IP)'.
192.166.203.16
Duplex)
Adapter.
en4
slot.
4
sn0 en1 en2 en3 en4
IBM- AIX 5L
pSeries - 650 UX Server
PERSISTANT IP
192.168.200.16
L
JB 11
sse0 Adapter: ssaf 8 7 �� 6 5 4 3 2 1
6 Slot: 2
J9 J16
9 10 11 12 13 14 15 16
7133 SSA Disk Array
4�h 4IN
.4% 4�eF 44 441 A^ A11L
ode �9 O� g 0 �4a O�4 00
(�•e (f 4P fie° peep' pep
in ao
6
CRISP Verb Network Interconnect Diagram Page #2 Friday, June 16, 2006 Friday, June 16, 2006 CRISP -Network Interconned Diagrams. V7. vsd
HACMP Cluster Attributes
cluster Name:
Rc cad
Resource Group:
cadsrvr wg
Node Relmionship:
cascading
Node Nam":
lcps_cadp, loso_cadb
Service 1P Label
cadarvr
Application Server:
cad5rvr ap
Start Script:
lusMocakb rMarrci ms.sh
Stop Sedpc
/usalocfiMnVstop ms.sh
CRISP HACMP/XD Configuration - CAD
Site: Police Services Site: Sheriffs Office
Node Name: FCPS CADP Node Name: LCSO CADB
Private Ciao Network 3 _ Fiber Private Gen Network 3
Private Goo Network 4 if -- - -_ _ _ Fiber - - - - - Priva6e Gen Network 4
Label: cetlp_en1
T
A It
GIGABIT
Annbute. Pudic
1 a100/1000
Function: boot
Identifier(wP,192.169.20/.13�-
Adapter: m1
Sint: 6
(100M S Label:
P
cad,_en2
Attribute:
Full Function:
public
$my
Duplex) Identifier(IP1:f0.10.1f,l
Adapter:
.2
Slot:
1
Label:
cadp are
(100MPs Attribute'.
public
Function'.
FUN
smy \_
-----
Identdier
Duplex)
IF)192.166.201.6
en0 en1
en2
e113
en4
Adapter
a,Q
Slow.
Internal s9C port
IBM - AIX 5L
joSeries - 650 UX Server
PERSISTANT IP
192,168,201.12
Jr
Label:
cadp-gewroN
AttnWe.
private
GIGABIT
Function
serviw
10110011000
Idenfeer (R): 192161L2 1.12
Adapter.
.3
am
3
Labe!
cadP_0aonar3
(10010PS
Attribute:
Fundx,n.
private
Mid,
Full
Identifier(IP).
192.168.2a/.12
Duplex)
Adapter:
er4
Sla:
4
Modem
Label'. udp_ay3
A Ixne: aerial
Funaion service
bm meat
PoIdentifier (try). A
Port3 ("): 9(03
I
7133 SSA Disk Arran ll
8 7 6 5 4 3 2 1J
Je J1
Adapter: anal
Slot: 2
J9ion a a 0 J16
9 10 11 12 13 14 15 16
0.0 CT /A: eV
Adapter: seal)
Slot 5
Fiber
W� r V
Labei'. Cate, ear
GIGABIT
Affirwe: P"J.
--
101100/1000
Funaion: boor �—
Idenfifier (IP)192d6a.201.15
Adapter: .1
Sid 6
Label'.
cad,_en2
(10oMps Attribute:
pawk
FUN Fuodlon'.
amy
Duplex) Identifier(IP). 10.10.11.2
Adapter:
.2
Sla
I
Label: cad no
(t00Mps
Attribue: Public
--
Full
Funaion: smy _-
— ----------
Duplex)
Ideriifier IF) 10.10.11.3
e'
Adapter en0
I
IF
Slot. Internal NlC port
Network Name: rms m232
Network Type: Geo Secondary
Modem
Label: cadb_ffy3
Attributesadat
Funaion: ae rfoe Aeanbeef
r
L
Identifier(tty). Afewrly3
j
Port 3 (")
Adapter. ssel
Slot: 2
A
HAGEO Cluster Attributes
LabN: catla-geoneM
Attribute: Prvate GIGABIT
Funaion: service lorlooflo00
IderRifier (IP)'. 192.166R04,14
Adapter. era
Slot 3
Leiner eadb_geonet3 (lo0Mp3
Attribute: prvate Full
Function: service
Identifier(IP):192.169.203.14 Duplex)
Adapter eM
Sid 4
IBM - AIX 5L
joSeries - 650 UX Server
PERSISTANT IP
192.168.201.14
8 7 6 5 4 3 2 1JBmoo J1
}} }♦ Adapter
Slot.
it Iy li 5 6
J9 J18
9 10 11 12 13 14 15 16
w �e
w
ti c eB,�F
CRISP Verb Network Interconnect Diagram Page #3 Frday, June 16, 2006 Friday, June 16, 2006 CRISP -Network Interconnect Diagrams, V7. vsd
# LCSO Win2K Server Configuration
Wire
-fit Patrol Officers
Laptop
Wi
Connectivity
Solution
LCSO-Paging
LCSO-weoSw
#1 M2 Cisco 3750
Port - P39
#1/#2 Cisco3750
Port- P18
#1##2 Cism3750
Port - P40
#11#2 Cisoc13750
Port- P17
TO Cisco 3750's
& respective ports
CRISP Verb Network Interconnect Diagram Page #4 Friday, June 16, 2006 Friday, June 16, 2006 CRISP -Network Interconnect Diagrams V7.vsd
ff
Pawl Officers
Laptop
0
9 FCPS Win2K Server Configuration
#11#2 Cisco 3750
Port- P39
#11#2 Cisco 3750
Port -P18
#1#/2 Cism3750
Port - P38
#11#2 Cisco3750
Port - P40
TO Cisco 3750's
& respective ports
CRISP Verb Network Interconnect Diagram Page #5 Friday, June 16, 2006 Friday, June 16, 2006 CRISP -Network Interconnect Diagrams. V7.vsd
Workstations
Workstations
M___�CAD
192.166.200� _B
ENO
(10.10.11.3)
TIPS Swr N2 1
Cable Color is a required configuration
192.168.201.21
I ,o.,oel.x
r- �--
EleteGol
I EN2 CBI TO
97 ]..ing.CAD
NEB Svr T P0r 21J
ZTRON Pro
NIC#1 C 2950
AR O8A
192. 6.201.20
EN7 Backup
192.166.2DD.23 TAPE D" RMSICAD-GB
102.169.201.61
FCPS - (1s2.,6e.zoo.za/3a) (� ONLY)
ONLY
EN,
I GEO-Ne 19a16
RMs En3 ONLY:
1721690: Public GIG Remove the
LCSO) Ent 192.16
(10.222 x.x OC-48
FCPS)
connections
from both
sco 3750s
port #1
FCPS)
`�
CRISP Verb Network Intemonnect Diagram Page #6 Friday, June 16, 2006 Friday, June 16, 2006 CRISP -Network Interconnect Diagrams. V7.vsd
GEO Shared
Network
AIX NIC
EN4-CAD_B�
GE03
AIX NIC
EN4-RMS_P
GE03
CRISP
10/100
Network Inter -Connectivity
OUT
VLan GEO 3 Trunk
182.168.203.(C 12114) - (R IBIS)
100 FULL
OUT
Trunk
.200 & .201
XOVR
(Trunking enabled)
To Port #30
Cisco 3750-RMS Public
XOVR
(Trunking enabled)
To Port #42
Cisco 3750-CAD Public
IN
Trunk XOVR
.200 & .201 To Marconi ASX1000
RMS/CAD - Port #1
Network testing ONLY:
Remove the XOVR cables from
ports #23 & 23 of the Cisco 2950
GEO Shared XOVR
To Marconi ASX1000
Network IN RMS/CAD - Port #3
VLan GEO 3 Trunk
152.165.203.XXX
100 FULL
CRISP Verb Network Inte=nnect Diagram Page #7 Friday, June 16, 2006 Fnday, June 16, 2006 CRISP -Network Interconnect Diagrams. V7, vsd
HACMP Cluster Attributes
Cluster Name.
/lc cad
Resource Group:
cadsner rg
Node Relationship:
oescading
Node Names:
lcps cadp, loso cadb
Service he Label:
cadsrvr
Application Server.
mdsrvr ap
Start script.
/usmocaA;r✓stedcmrssh
Stop Script:
/usr110C81-b1r✓st0prms.sh
CRISP HACMP/XD Configuration - CAD
Site: Police Services
Node Name: FCPS CADP
Label: cadp M1
GIGABIT
10/10011000
Attribute: pudic
Function boot
Identifier (IP): 192d68.201A3
Adapter. ent
Slat: 6
Label: cacp_M2
(100Mps
Attribute: pudic
Full Functon: atby
t.
Duplex) Identifier(IP): 10d0.11.1
Adapter: M2
Label:
a SW 1
adp_en0
(100Mps Attribute:
pudic `__-----
FulFundpn:
eter \'_-----
---�,
r(IP):19�0.20/.a
Duplex)
an
en2
en3
en4
Add
":met
Stet
NIC port
IBM - AIX 5L
pSeries - 650 UX Server
PERSISTANT IP
192.168.201.12
Adapter: "al
Slot: 2
f-all-- -- Fiber
Label: caap-9e ow
Attribute: private GIGABIT
Function: service 10/100/1000
Identifier (I P):192.169.204.12
Adapter: MT
Slot: 2
Label: caQoliecineci (100Mps
Attribute: private
Function. service Full
Identifier(IP):192.166.201.12 Duplex)
Adapter: ant
Slot. 4
Modem
Label: cado_t1i
Attrilxde: serial
Function: service
heartbeat
Identifier(fly):/UevAlyd
Pon: 3(0.1)
LI
7133 SSA DiskArray._
8 7 6 5 4 3 2
JB � J1
J9 Samoa iii J16
9 10 11 12 13 14 15 16
Adapter: ssa0
Slot: 5
Fiber
- - Fiber
Network Name: rms m232
Network Type: Geo Secondary
Site: Sheriffs Office
Node Name: LCSO CADB
HAGEO Cluster Attributes
ckgbrNmw
Wi1llbLaas:
AIgtR„gle�6 Aar tm0
44/�6s 311tVY:
IYI6NAYwra:
05dIhI„l�
A�aib,bo_:ImatD
f/a6adls:...
9e4: Y�Lae6t
cosaft.
86YV'
-F-t
VUUIIU IIULWUIK
BiterI
Label:
caW_enl
Label:
cadb_geo eN
GIGABIT
Attribute:
public
Attribute.
private
10/100/1000
Function.
boot
Function:
service
Identifier (IP):192.169.20/.15
t
--� eentifier (IP):192.1N.204.14
Adapter.
M1
Adapter.
Md
Slot
a
slot:
d
Label :
cacti
(100Mps
Attribute:
pub0c
Full
Function:
stby
Duplex)
Identifier(IP):
10. 10. 11.2
Label:
"ob-g ad
Adapter:
MT
Aftri
piwda
Slot:
1
Function:
service
Label:
cadb_we
Identifier 01P):
102.168.203,14
(1001Aps
Atbibute:
public
Adapter
en4
Full
Function:
Selby
slot:
4
Duplex)
Identifier(IP):10.10.11a
tel enl
en2en3
en4
Adapter
end
-
Slot:
Internal NIC port
IBM - AIX 5L
pSeries - 650 UX Server
PERSISTANT IP
192.168.201.14
Modem
Label:
cadb_1tyT
Attribute:
serial
Function:
samice heartbeat
Ideriirrer(tty): Ideneur0
Port:
d (oaJ
Adapter: ssal
Slot 2
7133 SSA
GIGABIT
10/100/1000
e
ns " ' lid
AA o ♦ D g a �p h
t34`� ���� d' bQ ��♦b $ Fb �� cY�o° t�P pe�P� �♦a
�o C3 9 a CS Ab 0 Q C'i Atc
(100Mps
Full
Duplex)
"so
5
Page #1 Friday, June 16, 2006
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 customers. 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 incurred. Any Out
of Scope Services must be authorized by a purchase order issued by the Client before any work is
commenced.
3. Term
The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated
in accordance with its terms.
4. Fees and Payment
4.1. Annual Support Fees
(a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the Covered
Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto and
incorporated herein by this reference and shall be paid in advance on or prior to the expiration of any
Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date during the
term of this Agreement.
(b) Additional Support Options. The Client shall pay an annual fee for any requested
Additional Support Options. The amount of such annual fee shall be set forth on the exhibit pertaining to
such Additional Support Option and shall be paid on or prior to the, commencement of any services
relating to such Additional Support Option and, thereafter, on each Payment Date during the term of this
Agreement unless such Additional Support Option has been discontinued in accordance with Section 2.2
hereof [Additional Support Options].
4.2. Annual Adjustments. The fees payable pursuant to Section 4.1 hereof [Annual Support Fees]
will be increased on an annual basis by no more than five percent (5%) upon at least thirty (30) days prior written
notice to the Client. Any such increase shall become effective on the next occurring Payment Date.
4.3. Invoices. Invoices for the annual fees required pursuant to Section 4.1 hereof [Annual Support
Fees] shall be payable on or prior to each Payment Date during the term of this Agreement. All other invoices
issued hereunder shall be payable within thirty (30) days of receipt unless otherwise specifically provided
therein.
4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such
amount is due shall constitute a material default under this Agreement and could result in the termination of
this Agreement or all or part of the Basic Support or any Additional Support Option. 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 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. Technical Service Requests. The Client shall provide all information requested by CompuDyne
necessary to complete its Technical Service Request Form for each request for technical services, whether
under this Agreement or otherwise.
Page 3 of 13
Fort Collins / Larimer County Master Support Agreement
HACMP Cluster Attributes
CRISP HACMP/XD Configuration = RMS
Site: Police Services
Node Name: FCPS RMSB
Label: nov b-en1 il� At
GIGABIT Atrbue: public
10/100/1000 Function. boot
Identifier (1P):192.1W.200./9
Adapter: ant
Slot: 6
100M s Label: rmsb_an2
( P Attribute: public
Full Function: silly �-
Duplex) Menfifier(IP):10.10.11.5
Adapter: en2 f
Label: most, 00 slot: 1
AttdbMe: public
(1WMps Function: stbY------__—__—._�
identIMT (1P):10.10.11.6 en0 enl en2 en3 en4
Duplex) Adapter: .0 -
Slot internal NIc port IBM - AIX 5L
pSedes - 650 UX Server
PERSISTANT IP
192.168.200.18
Fiber
Label:
mesbj,eonet2
Attribute:
private
GIGABIT
Function:
service
10/100i1000
Identifier(IP):192.168.202.18
Adapter.
en3
Slot:
0
Labet.
(100Mps
Attribute:
private
Full
Function: aenice
Identifier (IPr.192.168.202.18
Duplex)
Adapter
en4
Slot:
4
Modem
Label: mtab_w
Attribute: serial
Function: service heartbeat
Identifier fifty): A*VI y2
Pod: 2(0.3)
J1
JB 8 :-7 6 - 5 4 3 2 1Adapter asal--Slot: 2 J99 11 12 13 14 15 16
7133 SSA Disk Array
h
ova cF
�o o�
�e
Fiber
Site:: Sheriffs Office
Node Name: LCSO RMSP
Fiber
Label:
_
reap ant
O Publil
GIGABIT
Albibute,
public
10/100/1000
Function:
boot
IdentRer(IP): 102.168.200.17
Adapter.
ene
SIM:
6
Label:
rmsp en2
(100Mps
Attribute:
public
Full
Function:
silly
Duplex)
Identifier OP):f0.10.11.4
Adapter.
en2 I
Slot:
1
Label:
mcsp eao
(100MpS
Attribute:
public
Full
Function:
able, --.--
--------
Duplex)
Identifier (IP):192.168.200.6
en0
Adapter.
td
a:
In
Internal NIC port
Network Name: ems 7s232
Network Type: Geo Secondary
SSaO
5
Modem
Labet. mts_tty2
Attribute: sadal
Function: service heartbeat
Identifier (8y)', idevilly2
Pon: 2 (0J)
Adapter: seal
Slot: 2
HAGEO Cluster Attributes
MyMtt.MkerNv.
til�Wg
Mniwlaer:..
lbaaJ.n�R
�PRl
�e�nsrv«:
awnf�r_6p
yaw
*0trAW+
►i6Msa11i:MI..MiM.
Dtao_nels
asAap Ganrn:
Label: rrsp-geonef2
Anri de. Private
Function: service
Identifier (1p):192.166.202.16
Adapter: en3
Slot: 3
Label:
rmsp9eonet3
(100MPS
Attribute:
P1
Full
Function: service
Identifier lip): 192.198.203. 16
Duplex)
Adapter.
en4
SIM:
4
b e� o,^ 't �01• ,�ti
,0 t�$�0 o%�g, c"0 �ce°�o,� ��00 �t°��, e°'�° �F$°�, 00%fie, �o°'�° �o
cF boo 46 A6 9 0
Page #2 Friday, June 16, 2006
Adapter. ssa0
Slot: 5
CAD HACMP/GEO & Non- Mirroring Filesystem Relationships
LCSO-CADB FCPS-CADP
Disk Array Disk Array
Page #3 Friday, June 16, 2006
LCSO-RMSP RMS HACMP/GEO & Non -Mirroring Filesystem Relationships
Disk Array
The LV for the RMS PRD system file system is /dev/geo rmsgmdl
Base Tiburon File systems (contains the prd directory)
The LV for the RMS history file system is /dev/ eo rmsgmd2
Base Tiburon File systems (contains the prd/bin directorv)
The LV for the RMS file system is /dev/geo rmsgmd3
Tiburon /PRD/DATRMS Directory 2 gig
The LV for the RMS file system is /dev/geo rmsgmd4
Tiburon /PRD/DATRMS1 Directory 2 gig
The LV for the none Mirrored file system is /dev/geo rmsgmd5
The LV for the none Mirrored file system is
Any none geomirrored filesystem
Oracle's software will provide the 71
Database Mirroring
Oracle /mnt4/tiburon/oracle/oral
Oracle /mnt4/tiburon/oracle/ora2
Oracle Redo Logs Not Mirrored I Oracle/mnt4/tiburonlorac/elors4
FCPS-RMSB
Disk Array
Any extra filesystems that are not mirrored
Page#4 Friday, June 16, 2006 Any extra filesystems that are not mirrored
4
�5
SSA Connectoi
Actual Physic
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5.2. Remote Access. The Client shall install and monitor, during the term of this Agreement, a Cisco
VPN to provide CompuDyne remote access to the System through the Internet. CompuDyne will be provided
access to CompuDyne-managed servers supporting the CAD, RMS, and MDC portions of the System.
CompuDyne shall not be responsible for any costs relating to the installation, maintenance and use of such
equipment or associated telephone use charges. CompuDyne shall use the data connection solely in connection
with the provision of its services to the Client. The Client will run appropriate tests following each remote access
as requested by CompuDyne. If the Client fails to run necessary tests as required, 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. Error Reproduction. Upon detection of any Error in any of the Covered Applications, the Client
shall provide CompuDyne a listing of output and any other data, including databases and back-up systems, that
CompuDyne may reasonably request in order to reproduce operating conditions similar to those present when
the Error occurred.
5.5. Maintenance and Back -Ups. The Client shall take reasonable steps to 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.
5.6. Data Input. The Client shall update and maintain the input data as may be required by
CompuDyne for satisfactory operation of the Covered Applications, and be responsible for the accuracy of all
Client -provided data.
5.7. Third -Party Product Support. The Client shall obtain and maintain in effect during the term of this
Agreement the technical support contracts for certain Third -Party Products as specified on Exhibit 3 attached
hereto and incorporated herein by this reference, and shall ensure that, in addition to authorizing the Client to
request support services thereunder, each such support contract also expressly authorizes CompuDyne to
request support services thereunder on the Client's behalf so long as such request will not obligate the Client to
pay costs that have not been disclosed and/or authorized.
5.8. System Security. The Client shall ensure that the security of the System conforms in all respects to
the state -mandated law enforcement telecommunications requirements. The Client shall ensure that no
workstations have access to the Covered Applications other than those licensed by CompuDyne to access the
Covered Applications and that such access is limited to only those TCP/IP addresses and TCP/IP service ports
identified by CompuDyne required to support such workstations.
5.9. System Modifications. The Client shall ensure that, with respect to each Covered Application,
such Covered Application is installed only on the Authorized Server 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 4
attached hereto and incorporated herein by this reference (the "Site Specifications"). The Client shall ensure that
no changes or other alterations or modifications are made to the System Environment without the express prior
written consent of CompuDyne; provided, however, that this requirement is not intended to constitute in any
manner CompuDyne's approval, certification, endorsement or warranty of the System Environment.
5.10. Authorized Client Representatives. The Client shall designate, in a written notice delivered in
accordance with Section 24 hereof [Notices], a single individual each from Fort Collins Police Services and from
the Larimer County Sheriffs Office to act as the Client's authorized representatives for purposes of this
Agreement (the "Client Representatives"). Both individuals (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
Page 4 of 13
Fort Collins / Larimer County Master Support Agreement
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(s) designated hereunder by
providing CompuDyne advance written notice delivered in accordance with Section 24 hereof [Notices]
designating the new individual(s) authorized to act as the Client Representatives.
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 all Monthly Status Reports delivered
hereunder and, if required, provide CompuDyne with required direction regarding recommended preventative
maintenance activities. The Client may change any individual designated hereunder by providing CompuDyne
with advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new
individual authorized to act as a Technical Support Coordinator.
5.12. Training. The Client shall ensure that all Technical Support Coordinators have received necessary
training, and otherwise maintain sufficient personnel with sufficient training and experience to perform its
obligations under this Agreement.
5.13. Operations Review. The Client shall meet with CompuDyne as may be reasonably requested to
discuss operational issues and the status of the Covered Applications and the other components of the System,
and as required to provide timely responses to issues identified by CompuDyne related to maintenance of the
Covered Applications or the other components of the System. The Client shall ensure that key personnel
designated by CompuDyne participate in the operations review process.
6. Exclusions
6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned on the
observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities] and in the
Software License Agreement. Any Additional Support Option provided hereunder is expressly conditioned on the
observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities], in the
Software License Agreement and in the exhibit pertaining to such Additional Support Option.
6.2. Erroneous Reported Problems. If CompuDyne performs diagnosis of erroneously reported
problems, the Client will be charged for such services at CompuDyne's then current technical service rates
plus all related travel, per diem and other expenses invoiced as incurred.
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 alteration to such Covered Application in
violation of the terms of the Software License Agreement or relates to any portion of such Covered Application
that has been affected by software not developed and installed by CompuDyne. CompuDyne is under no
obligation to correct any problems caused by any modification or alteration to any component of the System or
to the System Environment 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.
Page 5 of 13
Fort Collins / Larimer County Master Support Agreement
6.5. Unauthorized Use. CompuDyne is under no obligation to correct any Error in any of the Covered
Applications or any problems with any other component of the System if such Error or other problem is caused
by (a) accident, neglect, misuse or abuse on the part of any party other than CompuDyne; (b) is due to
exposure to conditions outside the range of the environmental, power and operating specifications provided by
CompuDyne in the Site Specifications delivered pursuant to Section 5.9 hereof [System Modifications]; or (c)
use of any of the Covered Applications or any other component of the System for any 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 unless such Third -Party Products were specified and
installed by CompuDyne as an integral part of the system functionality purchased by the Client as defined by
the System Implementation Agreement. CompuDyne's only other obligation with respect to such Third -Party
Products is to assist with the coordination of support services with the appropriate third -party vendor to the
extent such support services are available to the Client.
6.7. Third -Party Product Compatibility. CompuDyne shall have no responsibility for any Third -Party
Product provided and installed on or integrated into the System by any other party without CompuDyne's prior
written authorization, including but not limited to responsibility for the installation and integration of any such
Third -Party Products, the condition, operation and performance of any such Third -Party Products, the
compatibility of any such Third -Party Products with the Covered Applications, and any impact any such Third -
Party Products have on the overall operation or performance of any of the Covered Applications or any other
component of the System. If requested by the Client, CompuDyne will provide technical support services
pursuant to Section 2.4 hereof [Out of Scope Services] to resolve any operation or performance problems
relating to any of the Covered Applications or any other component of the System caused by any such Third -
Party Products or to assist with the integration of any such Third -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.
7. Protection of Confidential and Proprietary Information
7.1. All Client Confidential Information shall be held in strict confidence by CompuDyne, and
CompuDyne shall not, without the Client's prior written consent, disclose such information to any person or
entity other than to CompuDyne's employees or consultants legally bound to abide by the terms hereof and
having a need to know such information in connection with CompuDyne's performance of the services
hereunder, or use such information other than in connection with the performance of the services hereunder.
The term "Client Confidential Information" shall include all Client data and other written information of a
confidential nature clearly labeled by the Client as being confidential. CompuDyne understands and agrees
that the unauthorized use or disclosure of Client Confidential Information may irreparably damage the Client.
In the event of CompuDyne's breach or threatened breach of any of the provisions in this Section 7.1, the
Client shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining
CompuDyne from any unauthorized use or disclosure of any Client Confidential Information.
7.2. All CompuDyne Confidential Information shall be held in strict confidence by the Client, and the
Client shall not, without CompuDyne's prior written consent, disclose such information to any person or entity
other than to the Client's employees or consultants legally bound to abide by the terms hereof and having a
need to know such information in connection with the Client's performance of its obligations hereunder, or use
such information other than in connection with the performance of its obligations hereunder. The term
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Fort Collins / Larimer County Master Support Agreement
"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 customers, information obtained through contact with CompuDyne's customers,
proprietary information of CompuDyne's customers, and information regarding the skills and compensation of
CompuDyne's employees or other consultants. The Client understands and agrees that the CompuDyne
Confidential Information constitutes a valuable business asset of CompuDyne, the unauthorized use or
disclosure of which may irreparably damage CompuDyne. In the event of the Client's breach or threatened
breach of any of the provisions in this Section 7.2, CompuDyne shall be entitled to an injunction obtained from
any court having appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any
CompuDyne Confidential Information, subject to the exceptions in Sec. 7.4, below.
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, or pursuant to the provisions of the Colorado Open
Records Act; provided, however, that the recipient of such confidential information shall first have given
notice to the other party and allowed the other party reasonable opportunity to obtain a protective order to
avoid the disclosure, or to require 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 recipient of such confidential information received the prior written consent to such
disclosure from the disclosing party, but only to the extent permitted in such consent.
7.5. The obligations hereunder with respect to each item of Client Confidential Information and
CompuDyne Confidential Information shall survive the termination of this Agreement.
8. Insurance
CompuDyne shall procure at its own expense and maintain at all times while CompuDyne is performing
services under this Agreement at the Client'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 $500,000 per occurrence (combined single limit for bodily injury and property damage
claims) or $500,000 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
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Fort Collins / Larimer County Master Support Agreement
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.
Endorsement — Upon contract execution, the City and County, their officers, officials, employees, agents, and
volunteers shall be named as additional insureds on the insurance policy, as respects work performed by or on
behalf of CompuDyne, and a copy of the endorsement naming the City and County as additional insureds shall be
attached to the Certificate of Insurance to be delivered to the City and County.
9. Limitation of Liability
CompuDyne's liability to the Client for any claim, whether in tort, contract or otherwise, shall be limited to the
annual maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO EVENT
SHALL COMPUDYNE BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF
THE COVERED APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR INACCURACIES. IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF PROFIT OR
BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS
OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE LIMITATION OR EXCLUSION SHALL BE
CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL EFFECT WITHOUT VIOLATING SUCH LAWS.
10. Informal Dispute Resolution
10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any
dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this
Section 10.1.
(a) If either party (the "Disputing Party') disputes any provision of this Agreement, or the
interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the
matter to the attention of the other party at the earliest possible time in order to resolve such dispute.
(b) If such dispute is not resolved by the Account Manager and the Technical Coordinators
responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall
deliver to the first level of representatives below a written statement (a "Dispute Notice") describing the
dispute in detail, including any time commitment and any fees or other costs involved.
(c) Receipt by the first level of representatives of a Dispute Notice shall commence a time period
within which the respective representatives must exercise their best effort to resolve the dispute. If the
respective representatives cannot resolve the dispute within the given time period, the dispute shall be
escalated to the next higher level of representatives in the sequence as set forth below.
(d) If the parties are unable to resolve the dispute in accordance with the escalation procedures
set forth below, the parties may assert their rights under this Agreement.
Escalation Timetable
(Business Days)
Oto5'1
6`h to 101h
11 rh to 15"
CompuDyne
Hierarchv
Operations Manager
Division Manager
Corporate Officer
Client
Hierarchy
Client Representatives
IS Directors
Chief of Police and Sheriff
10.2. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance
with the informal dispute resolution procedures set forth in Section 10.1 hereof, the parties agree to continue
without delay all their respective responsibilities under this Agreement that are not affected by the dispute.
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Fort Collins / Larimer County Master Support Agreement
10.3. In the event that the parties are unable to resolve a dispute by complying with the informal dispute
resolutions procedures set forth in Section 10.1 hereof, the dispute may be settled by arbitration in accordance
with Section 16 hereof [Arbitration].
10.4. Notwithstanding the foregoing, either party may, before or during the exercise of the informal
dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests pending
completion of such informal dispute resolution procedures.
11. Termination
11.1. Termination for Failure of License. In the event that the license relating to any of the Covered
Applications is terminated or becomes unenforceable for any reason, CompuDyne's obligation to provide any
support hereunder for such Covered Application shall immediately and automatically terminate.
11.2. Termination for Payment Defaults. In the event that the Client fails to pay when due all or any
portion of the annual fees required under Section 4.1 hereof [Annual Support Fees], CompuDyne may
immediately, and without further notice to the Client, terminate this Agreement or suspend all or any portion of the
services hereunder for all or any portion of the Covered Applications until the Client's account is brought current.
11.3. Termination for Other Defaults. Subject to completion of the dispute resolution procedures set
forth in Section 10.1 hereof [Informal Dispute Resolution], in the event that either party hereto materially defaults
in the performance of any of its obligations hereunder (other than payment defaults covered under Section 11.2
hereof), the other party may, at its option, terminate this Agreement, by providing the defaulting party thirty (30)
days' prior written notice of termination delivered in accordance with Section 24 hereof [Notices], which notice
shall identify and describe with specificity the basis for such termination. If, prior to the expiration of such notice
period, the defaulting party cures such default to the satisfaction of the non -defaulting party (as evidenced by
written notice delivered by the non -defaulting party in accordance with Section 24 hereof), termination shall not
take place.
11.4. Termination Without Cause. Either party hereto may terminate this Agreement without cause by
providing the other party at least ninety (90) days' prior written notice of termination delivered in accordance with
Section 24 hereof [Notices]. The effective date for any termination pursuant to this Section 11.4 shall be the next
occurring Payment Date.
11.5. Consequences of Termination. Upon termination of this Agreement, and except to the extent
reasonably necessary for the City or County documentation retention requirements or for evidentiary
purposes, the Client shall return to CompuDyne, within ten (10) business days of such termination, all
CompuDyne Confidential Information and all devices, records, data, notes, reports, 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). The Client shall certify in a
written document signed by an authorized representative that the material specified in this section 11.5 has
been returned to CompuDyne. The expiration or termination of this Agreement will not relieve the Client of its
obligations under Section 7 hereof regarding CompuDyne. As an alternative to the above, in lieu of returning
documents, the City and County may provide written certification to CompuDyne that all such documents have
been destroyed.
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.
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Fort Collins / Larimer County Master Support Agreement