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Home My WebLink AboutA5359 - CYRUN COMPUTER AIDED DISPATCH/RECORDS MANAGEMENT SYSTEM PURCHASECONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Amendment #3 to A5359 Cyrun Lisa Allyn lallyn@cyrun.com CAD/RMS Support & Maintenance for Palm Springs PD and FD. (Amendment #3; extending term adding compensation/scope) $145,780 + $83,121.25 = $228,901.25 3-years: 5/1/23 - 4/30/2026 Glen Haimovitz: ghaimovitz@cyrun.com Darrell Luera: dluera@cyrun.com Information Technology Larry Klingaman 3/10/23; Item 1J A5359 #3 Yes Yes Yes Department - - 4/09/25 Rene Sanchez Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 55575.18100\42913029.1 Page 1 of 6 (BB&K 2024) AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AND SOFTWARE AGREEMENT AND CYRUN APPLICATION SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT A5359 BETWEEN THE CITY PALM SPRINGS AND CYRUN 1. Parties and Date. This Amendment No. 3 to the Professional Service and Software License Agreement and Cyrun Application Software Support and Maintenance Agreement is made and entered into as of this 9th day of April 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Cyrun, a California Corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. City and Contractor entered into an agreement titled “Professional Services and Software License Agreement and Cyrun Application Software Support and Maintenance Agreement” dated October 9th, 2006 (“Agreement”) for the purpose of retaining the services of Contractor to provide Computer-aided Dispatch and Records Management System and Software Support and Maintenance for Palm Springs Police Department in an amount of $72,890 and a term of May 1st, 2023 to April 30th 2024. 2.2 First Amendment. City and Contractor entered into Amendment No. 1 to the Agreement, dated May 1, 2023, for the purpose of defining the term and adding additional compensation. 2.3 Second Amendment. City and Contractor entered into Amendment No. 2 to the Agreement, dated April 25th, 2024, for the purpose of extending the term of services for an additional year and provide additional compensation. 2.4 Amendment Purpose. City and Contractor now desire to amend the Agreement to exercise the final agreement extension option to add compensation and extend the term of services for one year, as well as add scope of support services for PSFD and Tablet Command API Integration. 2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 3.1 of the Agreement. 3. Terms. 3.1 Amendment. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows: "Section 7. Term of the Agreement is hereby amended to extend the term one year for a new term of May 1, 2023 to April 30, 2026." “Exhibit “A,” “B,” and “C,” attached hereto and incorporated herein by reference for a new term of May 1st, 2023 to April 30th, 2026 and a not to exceed cost of $83,121.25 for services for this term.” Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 55575.18100\42913029.1 Page 2 of 6 (BB&K 2024) 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 55575.18100\42913029.1 Page 3 of 6 (BB&K 2024) SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE AGREEMENT BY AND BETWEEN THE CITY PALM SPRINGS AND CYRUN IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Contractor: By: ____________________________ By: ______________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: A5359 Item No. 1J APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 4/22/2025 4/22/2025 4/22/2025 55575.18100\42913029.1 Page 4 of 6 (BB&K 2024) Exhibit “A”: PD Renewal Quote for term 5/1/25 – 4/30/26: Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 55575.18100\42913029.1 Page 5 of 6 (BB&K 2024) Exhibit “B”: Fire Department Support Renewal Quote Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 55575.18100\42913029.1 Page 6 of 6 (BB&K 2024) Exhibit “C”: Cyrun / Tablet Command API integration quote Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 12/03/2024 Leavitt United Insurance Services, Inc. Lic #0J02939 2358 Maritime Dr., Ste 100 Elk Grove CA 95758 John Glover (800) 549-4242 (888) 329-8842 john-glover@leavitt.com Cyrun 2152 Delaware Avenue Suite C Santa Cruz CA 95060 Hartford Underwriters Insurance Company 30104 Property and Casualty Insurance Company of Hartford 34690 Admiral Insurance Company 24856 24-25 Master A 51SBABB7LTS 06/11/2024 06/11/2025 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Hired/Non-Owned Auto 1,000,000 A 10,000 51SBABB7LTS 06/11/2024 06/11/2025 5,000,000 5,000,000 B 51WECKT8887 08/26/2024 08/26/2025 1,000,000 1,000,000 1,000,000 C Technology Errors & Omissions and Network Security & Privacy EO00004923706 05/15/2024 05/15/2025 Third Party Ea/Agg $3,000,000/$5M First Party Ea/Agg $3,000,000/$5M Deductible $10,000 Evidence of Coverage Palm Springs Police Department 200 S. Civic Drive Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 Docusign Envelope ID: 27B4C180-8A05-4B8F-BD9F-286299E61247 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Amendment #2 to A5359 Cyrun Lisa Allyn lallyn@cyrun.com CAD/RMS Support and Maintenance $72,890 1 Year: 5/1/24 to 4/30/25 Glen Haimovitz: ghaimovitz@cyrun.com Darrell Luera: dluera@cyrun.com Information Technology Larry Klingaman April 10, 2023: Item 1J A5359 2 No Yes Yes Department - Yes 04/25/24 Rene Sanchez DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 Page 1 of 3 Revised: 10.31.23 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AND SOFTWARE LICENSE AGREEMENT AND CYRUN APPLICATION SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT A5359 BETWEEN THE CITY PALM SPRINGS AND CYRUN 1. Parties and Date. This Amendment No. 2 to the Professional Services and Software License Agreement and Cyrun Application Software Support and Maintenance Agreement A5359 is made and entered into as of this 25th day of April, 2024, by and between the City of Palm Springs (“City”) and Cyrun, a California Corporation (”Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Professional Services and Software License Agreement and Cyrun Application Software Support and Maintenance Agreement A5359” dated October 9, 2006 (“Agreement”) for the purpose of retaining the services of Contractor to provide Computer-aided Dispatch and Records Management System and Cyrun Application Software Support and Maintenance for the Palm Springs Police Department approved by City Council on October 18, 2006. The Cyrun Application Software Support and Maintenance Agreements term was set to automatically renew for additional one year increments after the initial five year term. 2.2 Amendment #1. The City and Contractor amended the Agreement to provide a clear term and updated pricing to continue support and maintenance being provided. The Parties have heretofore entered into that Amendment No. 1 dated May 1, 2023 for an amount of $72,890 annually and a term of May 1, 2023 to April 30, 2024 with two one-year renewal options, approved by City Council on April 10, 2023. 2.3 Amendment. The City and Contractor desire to exercise the extension option and add compensation and extend term. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.1 of the Agreement. 3. Terms. 3.1 Section 7. Term of the Agreement is hereby amended to extend the term one year for a new term of May 1, 2023 to April 30, 2025 with a one one-year renewal at the City’s sole discretion. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 Page 2 of 3 Revised: 10.31.23 parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 Page 3 of 3 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CYRUN IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 4/30/2024 5/1/2024 5/1/2024 08/30/2023 Leavitt United Insurance Services, Inc. Lic #0J02939 2358 Maritime Dr., Ste 100 Elk Grove CA 95758 John Glover (800) 549-4242 (888) 329-8842 john-glover@leavitt.com Cyrun 2152 Delaware Avenue Suite C Santa Cruz CA 95060 Sentinel Insurance Company, Ltd.11000 Property and Casualty Insurance Company of Hartford 34690 Admiral Insurance Company 24856 23-24 Master A 51SBATA3334 06/11/2023 06/11/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 51SBATA3334 06/11/2023 06/11/2024 A 10,000 51SBATA3334 06/11/2023 06/11/2024 5,000,000 5,000,000 B 51WECKT8887 08/26/2023 08/26/2024 1,000,000 1,000,000 1,000,000 C Technology Errors & Omissions and Network Security & Privacy EO00004923705 05/15/2023 05/15/2024 Third Party Ea/Agg $3,000,000/$5M First Party Ea/Agg $3,000,000/$3M Deductible $10,000 Evidence of Coverage Palm Springs Police Department 200 S. Civic Drive Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 Cyrun 2125 Delaware Ave, Suite C Santa Cruz, CA 95060 US (831) 458-0949 lallyn@cyrun.com Invoice PSP-2401 BILL TO SHIP TO Palm Springs Police Dept. Palm Springs, CA 92263-1830 Chief Andrew Mills Palm Springs Police Dept Palm Springs, CA 92263-1830 DATE 03/19/2024 PLEASE PAY $72,890.00 DUE DATE 04/18/2024 P.O. NUMBER 23001475 DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT Support-PD ALLIANCE Maintenance Contract May 1, 2024 - April 30, 2025 1 60,290.00 60,290.00 Support-PD CrossRoads report import API Support May 1, 2024 - April 30, 2025 1 2,000.00 2,000.00 Support-PD CrossRoads traffic cite import API Support May 1, 2024 - April 30, 2025 1 500.00 500.00 Support-Mobile ALLIANCE Mobile Data Computers Support May 1, 2024 - April 30, 2025 1 10,100.00 10,100.00 SUBTOTAL 72,890.00 TAX 0.00 TOTAL 72,890.00 TOTAL DUE $72,890.00 THANK YOU. DocuSign Envelope ID: 63603D05-AEB6-4B7F-BB84-179B89254D51 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits:Signatures: Insurance:Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: Submitted on:By: Contract Abstract Form Rev 5.3.2023 Amendment 1 to A5359 Glen Haimovitz ghaimovitz@cyrun.com CAD/RMS SUPPORT AND MAINTENANCE $72,890 1 Year Cyrun Information Technology Larry Klingaman April 10, 2023 A5359 1 -- Yes - Yes 05/24/2023 Kendall Bradley No /"41#2Hj 39jjI9j$@04Jj j :0>OJ?)j (C;J&j4jB"9ACj-6$-7KjDREJ0j LQ !5jM'!j*LSj<,.jF<@+8%GjjT@jP5j =Ubg]Zdj VaYjVhZ ĖƠǼɏóɏvgɏ Øɏ ǌɏȋɏö0Q%ľ"Äqƛɏü $Bɏ ɏ đĿ&)ɏt /Ư4ɏēɄ#ŀư ŽǽɏƱɏ 'ɏƿǡɏž ɏ3ɏ(}ɏeIɏ Ă3>ɏɏ HɏuɅɏ,k,oºɏɏ ɏ ɏ=ɏ ɏŔɏċ!ɏ @DǾɏ ³©ɏ.Xȥɉɏ·ɏ 'ɏ.Ǳȵ»ɏɏ÷!ɏšƲXɏ.ǘǍɏ FBɏJ4Rɏ E wƢɏ ƫħɏHɏRRɏ ɏGnGéɏý8ȽǢɏ p +A¼ɏ Ĕ5Wɏ ½ɏ ĕ#ɏ ø"ɋ¾ɏ ɏ ðêlëlɏ ´ªɏ " Ĩaǲ±«¸hɏ YȌɏ ɏ ù_*xȍǎ)ɏ " ɏ ] Ȧ : ǿ ɏ Y'ȭ9ɏǣ~)ǤɏOɏɏ ČÙȧ¡ɏɏ88ĩſȷ[ɏ3ɏ¢čb<ȀÇ¬ɏ A[X^iW_e ,ÈÚɏ -ųC<gɏ ėɏ #ɏ ɏ D &#;ɏ ɏ S c ɏ 1 # ɏ $ ɏ 7 ; ɏ Ȏ ƣ C Ȯ*ÅƀĶɏþ ŴɏɏĒ&3ɏt/^dɏ @ɆƳ£ɏ=ɏĉ&S*ɏñ¿ɏ,mkìɏµ¤qŰC'd§ɏ Ǐbɏ ǥ&¥¹ɏŢɏIɏ +2Q6ɏ~ɏ )1Ɓ/ɏɏȁ;fĪɏHɏú#cxɏ%ɏDƂɏ Ǚ !īwȫƃɏǐŨ $)ɏ Ȃǚ O2<ɏɏ0L`Tɏ ÝÉGɏ :Wƴǀ?ɏ ĘŁɏ.Ƅ>ɏɏ .Ȩ&4¶ŜŝɏǷɏɏ ģɏȩWɏ-76%ɏdaɏ Oɏɏ Ĭ9Eɏ ȏɏɏ5 ɏ ǦJɏɏ('ƅ`5ɏɏǛ ĊăȐɏ1ɏCƆ=6 ɏĤKŪɏ E(ƇÊɏ N\c`f "@ĭ%ƈǁɏ " "Pŕɏ "-űEƵ ɏ "Bĥɇɏ ƶ ɏ " " " ! 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Ƙ ȼ ? ɏ Ƨ H ɏ $ M ɏ ǹ K ɏ Ś ɏ B ɏ ɏ CɏĈÒɏÜɏƙɏāDAɏL$\Óɏ8!Ǖƨɏ 2 ǖǻLɏ+ ťEƩɏɏɏP5"ɏśɏy Ȥ6 ɏơȴȊyȪƟ ɏ = ɏ 0K/ɏ (3(ɏɎƪƚ WMm@Up+y8Ny1EFy0]+yOy#/$ny y XqPl+^[ `kby 49cy H+Q I+Mfy XyCy Jxy%y&w'rg(!yAVy s\Gh(yY_:2;MDdy(5yY.y u4<4y:cy ))K* ynXy+yRyZa=3>SEy tiy v6+SyjB,MykX3+l7+`yc4FEyXMcl?lro+yrmyWM-yT"yn4+y eL+y .14+E% E2$E, #2E;E#E 29 E2 E 2:E$E&E.'-!/E =+6 E Få PEO@MNå QDBLAJCå »oå KeÊp´å _Òqå rÕskÌ¼tmå ½µå 2«uvw¾å b¹å¢å¿xå nb¾y¶å À`Áznå j{¡Ôå 4Ö/ 1ßàáâ ã aÇÍ,å NbÂÍ¬zå 2* -/%2&$0'2(2 (#!)."+2 <cÅ|-RÞ ºSäå &&*$7E ;E 2<E $5" E DABE"CE>?E@E 2203E 5×. 7¾Ûå 3Ë¡³}Øå 8ÂÜå9~å )(*$8 E 6Ù/T\U\V\\WXY\\Zå =dÃ0å[\\\\\\\]å^å :¼ÝåGeb|®å ¢Ó°å(å >§ÎÄÛå3·¸¸ÄfÅå ;ÈÚåIc g¯å Ï¨åÆ£å) !å ?°|lÇ¤± Ð©åÈ¥å'*"#$å Hih²åÑªåÉ¦å+å%&%å 1, 2 2 * 05/09/2023 Leavitt United Insurance Services, Inc. Lic #0J02939 2358 Maritime Dr., Ste 100 Elk Grove CA 95758 John Glover (800) 549-4242 (888) 329-8842 john-glover@leavitt.com Cyrun 2152 Delaware Avenue, Suite C Santa Cruz CA 95060 Sentinel Insurance Company, Ltd.11000 Property and Casualty Insurance Company of Hartford C34690 Admiral Insurance Company 24856 22-23 Master A 51SBATA3334 06/11/2022 06/11/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 51SBATA3334 06/11/2022 06/11/2023 1,000,000 A 10,000 51SBATA3334 06/11/2022 06/11/2023 5,000,000 5,000,000 B 51WECKT8887 08/26/2022 08/26/2023 1,000,000 1,000,000 1,000,000 C Technology Errors & Omissions and Network Security & Privacy EO00004923704 05/15/2022 05/15/2023 Third Party Ea/Agg $3,000,000/$5M First Party Ea/Agg $3,000,000/$3M Deductible $10,000 Evidence of Coverage Palm Springs Police Department 200 S. Civic Drive Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 15 'n` DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE tT 05/13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS , AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT NAME: LEAVITT UNITED INS SERVICES INC 51132303 2358 MARITIME DRIVE SUITE 100 ELK GROVE CA 95758 PHONE (800) 549-4242 FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICM INSURER A: Hartford Underwriters Insurance Company 30104 INSURED INSURER B : Hartford Fire and Its P&C Affiliates 00914 INSURER C : CYRUN 2125 DELAWARE AVE STE C SANTA CRUZ CA 95060-5758 INSURER D : INSURER E : INSURER F : VVVCRA�7CJ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP ID LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE EACH OCCURRENCE $1,000,000 DAMAGE TORENTED $1,000,000 MED EXP (Any one person) $10,000 AX X General Liability 51 SBA BB7LTS 06/11/2024 06/11/2025 PERSONAL S ADV INJURY $1 000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑ PRO ❑ LOC JECT GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBLIMIT COMBINED SINGLE MIT $1,000,000 BODILY INJURY (Per person) ANY AUTO BODILY INJURY (Per accident) A ALL OWNED SCHEDULED AUTOS AUTOS HIRED NON -OWNED X AUTOS X AUTOS 51 SBA BB7LTS 06/11/2024 06/11/2025 PROPERTY DAMAGE (Per accident) A UMBRELLA LIAR EXCESS LIAB X OCCUR MADEs" 51 SBA BB7LTS 06/11/2024 06/11/2025 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DIED RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY YIN X PER TA T OTH- IER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 B PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA 51 WEC KT8887 08/26/2023 08/26/2024 E.L. DISEASE - POLICY LIMIT $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more apace Is required) Those usual to the Insured's Operations, The City of Palm Springs its officials , employees , and agents are listed as additional insured. This coverage is primary and non-contributory. A waiver of subrogation applied in favor of the City of Palm Springs and The Palm Springs PD, The City of Palm Springs -RECEIVED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED PO BOX 2743 BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED PALM SPRINGS CA 92263-2743 IN ACCORDANCE WITH THE POLICY PROVISIONS, MAY 2 8 2024 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) J 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FA ;�� =� =...'s 4 + 3 . . Kathie Hart From: Dora Melanson G\�1 Sent: Monday,October 27, 2014 9:27 AM a�'\� To: Kathie Hart \ \C�" Subject: FW:A5359-Cyrun (Software License for computer-aided dispatch and records management) Hi Kathie, I didn't see this e-mail when I just spoke with you regarding the Crime View agreement.....sorry.... O The same situation applies to this agreement as well. We still use Cyrun and we pay for our annual maintenance through Procurement. Thankyou! Dora Dora meearrSoM Communications& Records Manager Palm Springs Police Department 760-323-8to9 From: Dennis Graham Sent: Monday, October 27, 2014 7:38 AM To: Dora Melanson Subject: FW: A5359 - Cyrun (Software License for computer-aided dispatch and records management) Hi Dora, Please respond to Kathie. Thanks. Dennis Graham Captain—Services Division Palm Springs Police Department 200 South Civic Dr.,Palm Springs,CA 92262 Dennis.Graham wpalmspringsca.¢ov Office:760-323-8120 Fax:760-778-8429 From: Kathie Hart Sent: Sunday, October 26, 2014 12:56 PM To: Dennis Graham Cc: Dora Melanson Subject: A5359 - Cyrun (Software License for computer-aided dispatch and records management) Dennis: This agreement expired in 2011. Is this still open? If yes,we may want to amend to extend. Let me know,ok? Thx! 1 Professional Services And Software License Agreement between Cyrun • and The City of Palm Springs Doing Business As Palm Springs Police Department forthe Computer-Aided Dispatch and Records Management System Cyrun Initials:/gIlf Customer Inkials: 516395 1 " 1.0 Definitions---------,...................... ........................................................................1 2.0 General Description of Services--------------------------------------------..................... ........... 1 3,0 License...........................................................................................................................^^.1 4.0 Not Used................................................................................................................................1 5.0 Compensation.......................................................................... ......................................___1 GOTerm mf Agreement................................................................................................................1 7.0 Personnel ..........------------------------------------------------.................................................1 � 8.0 Site Security and Access........................................................................................................1 9-0 Pro-existing Equipment and Facilities and Acquisition of Products.........................................1 10.8 Training and Training Materials-----------------------—. .... ................... .......................................1 11.0 Changes and Extra Services..................................................................................................1 12.0 Completion Dates for Productive Use..................................................................................... 13.0 Not Used-------------------------------------------------------------------------------- ...............................................1 14.0 Warranties................................................................................................-- ------------------------1 15.0 Not Used ----------------------------------------------___. ...........................................................................1 16.0 Transfer of Title and Risk of Loss--------------------------------------------------------....~ ..................1 17�O Equitable Relief......................................................................................................................1 180 Termination of Agreement......................................................................................................1 19.0 Confidential Information --------------------------------------------------------- ................... ......................1 20.0 Not Used................................................................................................................................ 21.0 Insurance................................................ ..............................................................................1 22.0 Patent and Copyright Indemnification... ------------------------------------ . ............ ..........................1 23.0 Limits oD Liability................................................................................................................... 1 24 Not Used............................................................................................................... ........ ...... 1 25.0 Compliance with Laws and Ordinances------------------------------- ..................................................1 26.0 Covenant Against Contingent Fees......................... ........... —.---------------------------- -----..~_l 27.0 Conflicts 0f Interest ................................................................................................................1 ' 28.0 Not Used----------------------------------------------------------------— ............................................................ ' 29.0 Fair Employment Practices------------------------------------------ ..___........... .. ...................................1 30.0 Notices............. ------------------------------------------------------------------- .............................. ..................1 . 31.0 Miscellaneous ................................................................................^.--------._..�1 aalm Springs PD �� *�6 —' - -' � �� 0mtomer Initials: 516395 1 I PROFESSIONAL SERVICES AND 2 SOFTWARE LICENSE AGREEMENT 3 4 INTRODUCTION 5 6 This Professional Services and Software License Agreement is made and entered into this 9th day 7 of October, 2006 ("Effective Date"), by and between the City of Palm Springs (herein called 8 "Customer'), doing business as the Palm Springs Police Department, with its principal place of 9 business at 200 South Civic Dr., Palm Springs, CA 92263 and Cyrun, a California corporation, with 10 its principal place of business at 125 Water St. Suite A2, Santa Cruz, California 95060 (herein called 11 "Cyrun"). 12 13 RECITALS 14 15 1.0 Palm Springs Police Department, a department of the Customer, desires to procure a 16 fully integrated Public Safety Information System, including the major subsystems of a Computer 17 Aided Dispatch System (CAD), a Records Management System (RMS), a Field Officer Reporting 18 (FOR), a Mobile Data System (MDS), a Data Radio infrastructure and the components and 19 interfaces for the selected subsystems defined in Exhibit A, Pricing; and 20 21 2.0 The parties now wish to enter into an Agreement pursuant to which Cyrun shall 22 provide the System and perform any ancillary professional services necessary to install and 23 implement the System; 24 25 NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, ' 4*6 the parties agree as follows: 7 28 AGREEMENT 29 30 1.0 DEFINITIONS ' 31 32 The following definitions apply to the terms used within this Agreement: 33 34 1.1 Calendar Days. Unless specifically stated otherwise, all references to days in this 35 Agreement refer to calendar days. 36 37 1.2 Change Order. A written order executed by both parties amending the Professional 38 Services and Software License Agreement Documents. 39 40 1.3 Agreement. The term "Agreement" refers to this Professional Services and Software 41 License Agreement and its Exhibits. ' 42 43 1 A Agreement Documents. The term "Agreement Documents" collectively refers to this 44 Agreement and all attached exhibits. 45 Pagc 1 of 18 • Palm Springs PD Pmfessional Services and Software Licensc Agrccmcnt 9R/06 J ' Cyrun initials: Customer Initials: 21soos.i215005.1 516395.1 1 1.4.5 Confidential Information. The term "Confidential Information" means all business • 2 information disclosed by one party to the other in connection with this Agreement unless it is or later 3 becomes publicly available through no fault of the other party or it was or later is rightfully developed 4 or obtained by the other party from independent sources free from any duty of confidentiality. 5 Without limiting the generality of the foregoing, Confidential Information shall include Customer's 6 data and the details of Customer's computer operations. 7 8 1.5 Customization Modification. The term "Customization Modification" refers to a 9 modification to the System's Source Code, which provides new or improved functions or features to 10 address specific Customer requirements that have been requested by Customer in writing. 11 12 1.6 Cyrun Application Software. The term "Cyrun Application Software" means any 13 software owned and licensed by Cyrun and installed as a part of the System, whether in machine 14 readable or printed form, including any Customization Modifications, or Updates, and all related 15 Documentation. The term may be used as representative of all Cyrun Application Software and 16 modules or subcomponents thereof(i.e., modules, interfaces). 17 18 1.7 Defect. With respect to the System, the term "Defect" means any reproducible; error, 19 failure, deficiency, or any other unacceptable variance of the Cyrun Application Software to fully 20 conform to the terms of this Agreement and the warranties described herein. 21 22 1.8 Derivative Works. The term "Derivative Works" means, with respect to any Cyrun 23 Application Software, any translation, abridgement, revision, modification, recasting, transformation, 24 or adaptation of the Source Code of such Cyrun Application Software. 25 26 1.9 Documentation. The term "Documentation" means all written, electronic, or recorded �7 works that describe the use, features, functional capabilities of the Cyrun Application Software, 28 including, without limitation, all end user manuals, training manuals, guides, program listings, data 29 models, flow charts, logic diagrams, and other materials related to or for use with the Cyrun 30 Application Software. • 31 32 1.10 Final System Completion. The term "Final System Completion" means the date on 33 which Cyrun has issued a written Notice of Completion to Customer indicating all terms and 34 conditions of this Agreement have been successfully completed by Cyrun. 35 36 1.11 Hardware. The term "Hardware" means all hardware, equipment and other tangible 37 non-Software items supplied to Customer by Cyrun under this Agreement. 38 39 1.12 Productive Use. The term "Productive Use' means the ability to use a majority of the 40 major subsystems in a live environment. 41 42 1.13 Products. The term "Products" means the selected Software and all Hardware 43 options defined in Exhibit A, Pricing. 44 45 1.14 Protect. The term "Project" refers to Cyrun's obligation under this Agreement to 46 develop, supply, install, configure, test and implement the System. Page 2 of 18 Palm Springs PD Professional Sc i=and SoBwam License Agreement 9/W06 Cyrun Initials: 10/ Customer Initials: i 5163951 1 • 2 1.15 Proiect Schedule_ The term "Project Schedule" means the Project Schedule 3 contained in Exhibit B, Project Schedule, for the implementation of the System. 4 5 1.16 Services. The term "Services" means the selected service options defined in 6 Exhibit A, Pricing. 7 8 1.16 Software. The term "Software" means: (a) all Cyrun Application Software; (b) all 9 Third-Party Software to be supplied by Cyrun under this Agreement; and (c) all Customization 10 Modifications and Updates to any Cyrun Application Software as may be approved by Customer. 11 12 1.17 Source Code. The term "Cyrun Application Source Code" means the human 13 readable form of the Cyrun Application Software and all algorithms, flow charts, logic diagrams, 14 structure descriptions or diagrams, data format or layout descriptions, pseudo-code, code listings 15 (including comments). 16 17 1.18 System. The term "System" means the fully integrated Public Safety Information 18 System, including the following subsystems: a Computer Aided Dispatch System (CAD) including its 19 related components and interfaces, a Records Management System (RMS) including its related 20 components and interfaces, and a Field Officer Reporting (FOR) including its related components 21 and interfaces procured by Customer pursuant to the Software License Agreement. 22 23 1.19 S stem Administrator Documentation. System Administrator Documentation refers to 24 that portion of the Documentation addressing the operation and maintenance functions of the 25 installed Cyrun Application Software. 26 •27 1.20 Third-Party Software. The term "Third-Party Software" means the software to be 28 supplied under this Agreement that is purchased or licensed by Cyrun directly from any source 29 external to Cyrun for use with or that is integrated into the System. 30 31 1.21 Updates_ The term "Updates" means maintenance modifications, improvements, 32 additions, and corrections to the Products and/or related Documentation, including fixes, patches, 33 new releases and new versions that Cyrun makes generally available to its customers with or 34 without an additional fee. 35 36 1.22 Warranty Period. The term "Warranty Period" means (a) with respect to Cyrun 37 Application Software the thirty(30) day period following the date of Final System Completion and 38 Acceptance by Customer, and (b) with respect to Third-Party Software and Hardware, the applicable 39 warranty period provided by the respective manufacturer upon installation. 40 41 2.0 GENERAL DESCRIPTION OF SERVICES 42 43 2.1 Supply, Installation and Implementation. Cyrun shall act as the prime contractor for 44 this Agreement and as such shall be solely responsible for the delivery and installation of the System 45 as described in Exhibit C, Statement of Work. Cyrun shall perform all of the work and install the 46 System as described in Exhibit C, Statement of Work, and within the time frame specified in Exhibit B. Page 3 of 18 • Pudn Springs PO Pmfmional Services and Software Llccnse Ag1 Bement 9/7/06 Cyrun Initials: Customer Initials: 516395 1 I No changes in the agreements and/or sub-agreements will be allowed except pursuant to Section • 2 11.0, Changes and Extra Services, 3 4 2.2 Transition. Cyrun will work with Customer to ensure a smooth and efficient transition 5 from Customer's current systems to the System and to minimize disruption to current operations. 6 7 3.0 LICENSE 8 9 3.1 Grant of License. Subject to Section 3.3 and Final System Completion, Cyrun grants 10 to Customer a nonexclusive, nontransferable license to use all Cyrun Application Software provided 11 under this Agreement per the user licensing allocation as identified in the attached Exhibit A Pricing. 12 This license shall be to: (a) operate the System (excluding Third-Party Software the licenses which 13 are discussed below); (b) conduct internal training and testing, and (c) perform disaster recovery, 14 backup, archive, restoration, testing, and implementation. 15 16 The license for each Cyrun Application Software product or module will become effective on 17 the date the product or module is first installed at the Police Department's facilities and Customer 18 may use Cyrun Application Software on any Cyrun approved equipment at any Customer facility and 19 may make as many copies of the Software as it deems reasonably necessary to support its : 20 authorized use of the Software, provided the copies include Cyrun's or the third-party owner's 21 copyright or other proprietary notices. Customer may not sell, assign, or otherwise transfer any such 22 copies without Cyrun's prior written consent. 23 24 Third-Party Software provided under this Agreement shall be licensed by the manufacturer of 25 that Software. All Third-Party Software licenses shall be provided to Customer and become 26 effective at the time of installation. Cyrun shall cause all manufacturers' warranties and guarantees .27 provided with any such Software to be given directly in favor of Customer. 28 29 3.2. Not Used. 30 31 3.3 Limitations on License. The System is furnished to Customer solely for use by the 32 personnel of the Palm Springs Police Department in performance of their responsibilities and duties 33 as police officers and employees of Customer and such other operational or information services 34 personnel as the Customer may designate to assist in the maintenance of the System. Customer 35 shall not use all or any portion of the System for any other purpose. By way of example, and not in 36 limitation of the foregoing, Customer may not use the System for the purpose of providing dispatch 37 services for any department or agency of the Customer other than dispatch services for the Palm 38 Springs Police Department without purchasing additional software licenses. 39 40 3.4 Derivative Works. Except as licensed to Customer, the software manufacturer retains 41 all of its rights, title, and interest in the Software, including Derivative Works, Customization 42 Modifications, Documentation, Source Code, and Updates. Unless authorized by Cyrun or required 43 by law, Customer will not: (1) make available or distribute all or part of the Software to any third 44 party by assignment, sublicense, or any other means; or(2) disassemble, decompile, or reverse 45 engineer the Software. 46 ' Page 4 or 18 • Palm Springs PO Proksstonal Services and Software License Agreement 9/7/06 Cyrun Initials: 77-L Customer Initiak: i 516395.1 1 3.5 Proprietary Rights. The original and any copies of Cyrun Application Software shall 2 remain the valuable property of Cyrun. Customer shall take all reasonable and necessary steps to 3 ensure that the software license provisions are not violated by any person or entity in the Customer's 4 service or control and Customer shall not, nor shall it cause or permit any such person or entity to 5 disassemble, reverse engineer, or in any manner change, modify or tamper with the Software. 6 7 3.6 Copyright and Reproduction. Customer may not copy or allow anyone else to copy, or 8 otherwise reproduce any part of the Software, except to make backup copies necessary for 9 Customer's internal data processing or information services needs. Customer may not remove or omit 10 any copyright, trademark, or other proprietary notices from the Software; and Customer shall 11 reproduce and include all copyright, trademark and other proprietary notices on all such backup 12 copies. The existence of any copyright notice on any item of the Software shall not be construed as an 13 admission or presumption that publication of such item of Software has occurred. 14 15 3.7 Exportation; Software and documentation associated therewith may not be exported or 16 re-exported without the appropriate United States or foreign government approvals and licenses and 17 Cyrun's prior written consent. 18 19 4.0 NOT USED 20 21 5.0 COMPENSATION 22 23 5.1 Taxes. The price for the System under this Agreement is exclusive of local, state, 24 and federal sales, excise, personal property or other similar taxes or duties, and any such taxes or 25 duties, if any, will be paid by Customer. 26 027 5.2 Compensation. Subject only to duly executed Change Orders, it is expressly 28 understood and agreed that in no event will the total compensation to be paid Cyrun under this 29 Agreement exceed the sum of$181,064.13. for software, hardware, and installation services, 30 including, but not limited to Cyrun and all of Cyrun's sub-vendors, as outlined in Exhibit A and any 31 mutually agreed to Change Order, or exceed the sum of$60,290 for each year of the agreed to five 32 (5) year Application Software Support and Maintenance Agreement for a total agreement price of 33 $301,450, 34 35 5.3 Method of Payment. Customer shall make periodic payments according the payment 36 schedule provided in Exhibit D, Project Milestone and Payment Schedule. Customer will pay all 37 invoices within thirty (30) days of receipt and upon approval of the work relating to the invoice. All 38 invoices shall be made in writing and delivered, via FAX, e-mail, mailed to Customer as follows: 39 40 City of Palm Springs 41 Palm Springs Police Department 42 200 South Civic 43 Palm Springs, CA 92262 44 (760) 323-8120 45 (760) 778-8448 (Fax) 46 Att: Capt. Ron Starrs Page 5 of 18 . Palm Springs PO Profmwnal S=iocs and$oftwam I.,censc Agmemont 9/7/06 Cyrun Initials: Customer Initials: 516393.1 I Ron.starrs@palmsprings-ca.gov 2 3 Services for Cyrun and its sub-vendors along with any Cyrun supplied hardware shall be due when 4 completed. All amounts past due on undisputed invoices from Customer to Cyrun under this 5 Agreement shall bear interest at the rate of one and one-half percent (1'/2 %) per month (or the 6 maximum rate allowed under applicable law, whichever is less). Interest shall accrue and relate 7 back to the date each progress payment became due or the date of receipt of any invoice, 8 whichever date is later, if any outstanding balance of such payment is forty-five (45) days past due. 9 10 11 6.0 TERM OF AGREEMENT 12 13 The term of this Agreement shall be from the Effective Date of this Agreement through the 14 end of the thirty (30) day Warranty Period following Final System Completion and productive use. 15 Application Software Support and Maintenance Agreement shall be effective immediately after the 16 thirty (30) day Warranty Period provided that Customer has executed the Application Software 17 Support And Maintenance Agreement prior to the expiration of the Warranty Period. 18 19 7.0 PERSONNEL 20 21 7.1 C run's Project Manage . Duties are outlined in Exhibit C, Statement of Work. 22 23 7.2 Customer's Project Manager. Duties are outlined in Exhibit C, Statement of Work. 24 25 7.4 Subcontracting. In the event that Cyrun enters into one or more subcontracts 26 pursuant to this Section, it is understood and agreed that the participating subcontracts shall be 1027 solely and directly responsible to Cyrun, and Customer shall have no obligation to them. 28 29 7.5 Independent Contractor Status. Cyrun is an independent contractor and not an 30 employee or agent of Customer and has no authority to agreement or enter into any Agreement in 31 the name of Customer. Cyrun has, and hereby retains, full control over the employment, direction, 32 compensation and discharge of all persons employed by Cyrun who are assisting in the 33 performance of services under this Agreement. Cyrun shall be fully responsible for all matters 34 relating to the payment of its employees, including compliance with social security, withholding tax 35 and all other laws and regulations governing such matters. Cyrun shall be responsible for its own 36 acts and those of its agents and employees during the term of this Agreement. 37 38 Nothing herein shall be construed so as to make the parties hereto partners or joint ventures. 39 40 8.0 SITE SECURITY AND ACCESS 41 42 8.1 Access to Premises. Customer will provide Cyrun with reasonable and timely access 43 to the sites and personnel necessary for Cyrun to perform its obligations under this Agreement. The 44 assistance or presence of Customer's personnel will not relieve Cyrun of its responsibilities under 45 this Agreement, including the responsibility to commit sufficient Cyrun personnel to successfully 46 perform its tasks under this Agreement. Page 6 of 18 . Palm Springs PD P,massignal Services and Softwme License Agreement 9/7/06 Cyrun Initials: Customer Initials: 516395 1 1 2 8.2 Site Security and Access. Cyrun shall comply with Customer's site security 3 requirements which include, but are not limited to, requiring photographic identification badges and 4 submitting names and dates of birth of all personnel, including subcontractors of any tier, working on 5 Customer property or facilities. All badges shall be returned to Customer at the completion of Work 6 hereunder. In the event Cyrun fails to comply with Customer's site security requirements, Cyrun's 7 personnel, including subcontractors, may not be allowed on Customer property or facilities- 8 9 9.0 PRE-EXISTING EQUIPMENT AND FACILITIES AND ACQUISITION OF PRODUCTS 10 11 9.1 Modifications to Pre-existing Equipment and Facilities. Cyrun will in no event or 12 manner be responsible for any of Customer's pre-existing, pre-owned, or pre-leased equipment 13 including without limitation all pre-existing physical and logical network connections. 14 15 9.2 Equipment Compatibility. Cyrun will provide a list of third party hardware to act as a 16 minimum specification for the software to be provided. Palm Springs Police Department shall be 17 responsible for installation of hardware and associated software not specifically licensed or resold to 18 Customer as part of the System, as well as integration into any applicable local or wide area 19 network(s). Cyrun shall not be responsible for any incompatibility with the System, performance, and 20 data capacities, and any other impact on the overall System operation or performance for any 21 equipment that does not meet the minimum hardware specifications as provided by Cyrun. 22 23 24 10.0 TRAINING AND TRAINING MATERIALS 25 26 10.1 Training. RMS/FOR and MDC training to be provided under this Agreement shall be W7 provided by Cyrun employees or by it's subcontractors. (Training for CAD will be provided via 28 separate agreement with Cathedral City Police Department.) 29 30 102 Training Materials. Cyrun will provide one (1) complete set of training materials in 31 electronic format using Microsoft Word 2000, Adobe Acrobat or a higher version of the same for the 32 user and administrator training. Palm Springs Police Department will have the right to duplicate the 33 training materials for the sole and exclusive use of the Palm Springs Police Department. 34 35 11.0 CHANGES AND EXTRA SERVICES 36 37 11.1 Cyrun and Customer may mutually agree to make alterations to, deviations from, 38 additions to, or deletions from the Agreement and to require such changes in the extent or manner 39 of performance or the Services as are determined to be reasonably necessary, provided the 40 appropriate and necessary changes, if any, to the Exhibit B, Project Schedule and all other terms 41 and conditions in the Agreement concerning the timing of deliveries under and completion of the 42 Agreement will be made. 43 44 11.2 Change Order. Each proposed change to the Agreement will be described in a 45 Change Order issued by Customer or Cyrun which will indicate either: 46 Page 7 of 18 Palm Springs PI)Proressio al Services and Software License Agrccmcm 9/7/06 Cyrun initials: Customer Initials: 516395.1 1 11.2.1 The change involves no change in Agreement time of performance and no . 2 change in the amount of the Agreement, or 3 4 1122 The change will require a modification in the Agreement time of performance 5 or the amount of the agreement- 6 7 11.3 Change Orders. Change Orders shall Implement any change to Agreement 8 Documents first, including any modifications thereto agreed upon by Customer and Cyrun. If the 9 non-submitting party agrees with the terms and conditions of a Change Order, the non-submitting 10 party shall sign the Change Order and return it to the other party's Project Manager. 11 12 11.4 Schedule Extensions. If Cyrun or Customer, as applicable, is delayed in completion 13 of the work by reason of changes made under this Section, a Change Order will be furnished to 14 Cyrun or Customer, as applicable, within a reasonable period of time specifying the number of 15 additional days to complete the project. 16 17 12.0 COMPLETION DATES FOR PRODUCTIVE USE 18 19 12.1 Time is of the Essence. The parties acknowledge and agree that time is of the 20 essence in completing the Project. The completion dates established to bring the System into 21 Productive Use may be extended as provided in Section 11, "Changes and Extra Services," above. 22 23 13.0 NOT USED 24 25 14.0 WARRANTIES 26 0,7 14.1 Authority to Enter Agreement. Cyrun warrants that: (a) it is a corporation duly 28 incorporated, validly existing, and in good standing under the laws of the state of California and is 29 qualified to do business in the state of California; (b) it has the requisite corporate power and ' 30 authority to execute, deliver and perform its obligations under this Agreement; and (c)the execution, 31 delivery, and performance of this Agreement have been duly authorized by Cyrun. 32 33 14.2 Not Used 34 35 14.3 Hardware Warranties. Cyrun warrants that, at the time of delivery, the Hardware 36 provided in Exhibit A, Pricing will be new and under the manufacturer's warranty. In addition, Cyrun 37 warrants that Palm Springs Police Department will acquire good and clear title to all Hardware 38 purchased under this agreement at the time of payment for the Hardware, free and clear of all liens 39 and encumbrances. All other Hardware warranties will be provided by the hardware manufacturer(s) 40 and will be effective upon the date of hardware installation. 41 42 14.4 Cyrun Application Software Warranties. Cyrun warrants that it owns or otherwise has 43 the right to license the Cyrun Application Software to Customer and that it possesses all rights and 44 interests in the Cyrun Application Software necessary to enter into this Agreement. In addition, 45 Cyrun warrants that: 46 Pagc 8 of 18 Palm Springs PO PmEes nal Services and Software License Agreement 9/7/06 Cyrun Initials:r Customer Initials: 5163951 I (a) The Cyrun Application Software is free of known viruses; 2 3 (b) During the Warranty Period the Cyrun Application Software will be 4 substantially free of Defects and will perform in conformity with all requirements of this Agreement; 5 6 (c) The Cyrun Application Software is and will be general release versions that 7 have been fully tested in accordance with best industry practices, and are not beta or pre-release 8 versions; and 9 10 (d) The Customization Modifications, if any, have been fully tested in accordance 11 with best industry practices. 12 13 Cyrun warrants that work and services performed under this Agreement conforms to the 14 requirements of the Scope of Work and is free of any defect of equipment, material, or design 15 furnished, or workmanship performed by Cyrun for the period of the Application Software Support 16 and Maintenance agreement between the Parties. Cyrun shall remedy at its own expense any such 17 failure which is deemed to be caused solely by Cyrun's products or personnel. 18 19 Cyrun further agrees that during the Warranty Period and as long as there is a Application 20 Software Support and Maintenance Agreement between the parties, Cyrun will provide Palm 21 Springs Police Department with any Updates to the Software (as described in the Application 22 Software Support and Maintenance Agreement) pursuant to the terms and conditions set forth in 23 Exhibit E, Application Software Support and Maintenance Agreement. 24 25 14.5 Work Quality Warranty. Cyrun warrants that all work performed by Cyrun and/or its 26 subcontractors under this Agreement will conform to best industry practices and will be performed in W7 a professional and workmanlike manner by staff with the necessary skills, experience, and 28 knowledge to do so. 29 30 14.6 Third-Party Software Warranty. The warranty for Third-Party Software warranty will 31 be provided by the Third Party Software manufacturer and will be effective upon the date of 32 installation. 33 34 14.7 Service Warranty. The Service Warranty is as set forth in Exhibit E, Application 35 Software Support and Maintenance Agreement between the parties which have agreed to a 36 minimum five (5) year support contract. 37 38 14.8 Limited Warranty. THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU 39 OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION 40 ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR ' 41 PURPOSE, EXCEPT AS OTHERWISE PROVIDED IN 14.0 ABOVE. 42 43 44 15.0 NOT USED 45 Page 9 of 18 . Palm Sprmgs PD P10fmAonal Services and Software License Agreement 9/7/06 Cyrun Initials:i Customer Initials: SI639S.1 1 16.0 TRANSFER OF TITLE AND RISK OF LOSS • 2 3 Title and ownership of the Hardware will remain vested in Cyrun and Cyrun will bear any risk 4 of loss to the Hardware until the Hardware is installed at Customer facilities. 5 6 17.0 EQUITABLE RELIEF 7 8 17.1 Notwithstanding anything in this Agreement to the contrary, if the resolution of any 9 dispute which cannot be settled first by the negotiation of the Parties, reasonably requires the 10 imposition of injunctive or other equitable relief, the aggrieved Party may commence a lawsuit to 11 obtain such injunctive or other equitable relief. 12 13 18.0 TERMINATION OF AGREEMENT 14 15 18.1 Five 5 ear Application Software Support and Maintenance Agreement In light of the 16 reduced cast of the Cyrun Application Software, the Customer has agreed to a binding five (5) year 17 support contract payable annually. If the Customer elects to cancel the five (5) year support contract 18 through no fault of Cyrun, the Customer has agreed to pay Cyrun the remaining balance of the five 19 (5) year support contract or the amount that Cyrun has discounted the Cyrun Application Software, 20 which ever is less. 21 22 18.2 Termination for Default. Customer may terminate this Agreement by giving written 23 notice to Cyrun upon the occurrence of one or more of the following events, each of which is an 24 Event of Default: 25 26 18.2.1 Cyrun violates or fails to perform any covenant, provision, obligation, term or 47 condition contained in this Agreement. However, unless otherwise provided in this Agreement, the 28 default will not be cause for termination unless both of the following are satisfied: (1) the default is 29 reasonably susceptible to cure; and (2) Cyrun does not cure the default within thirty (30) days of 30 receipt of written notice of default or Cyrun does not present a plan to cure that is acceptable to 31 Customer within fifteen (15) days; or 32 33 18.2.2 Cyrun attempts to assign, terminate, or cancel this Agreement contrary to 34 the terms of this Agreement; or 35 36 18.2.3 Cyrun takes or fails to take any action which constitutes grounds for 37 termination under the terms of this Agreement, including but not limited to failure to comply with the 38 insurance requirements contained in Section 21.0; or 39 40 18.2.4 Cyrun ceases to do business as a going concern, makes an assignment for 41 the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition 42 in bankruptcy, or has an involuntary bankruptcy petition filed against it (except in connection with a 43 reorganization under which the business of the party is continued and performance of all of its 44 obligations under this Agreement will continue)which is not dismissed within ninety(90) days, or if a 45 receiver, trustee, or liquidator is appointed for it or any substantial part of its assets or properties. 46 Page 10 of 18 . Palm Springs PO Pmfessi 1 Scmces and 5ofrwarc Llcensc Agreement 9/7/06 Cyrun Initials: Custamcr Initials: 51895 1 1 18.3 Suspension of Services. In the event that Customer disputes an allegation of default 2 by Cyrun, notwithstanding anything to the contrary in this Agreement, Cyrun agrees that it will not 3 terminate this Agreement or suspend or limit the Services or any warranties or repossess, disable or 4 render unusable any Software supplied by Cyrun, unless: (a) the parties agree in writing; (b) an 5 order of a Court of competent jurisdiction determines otherwise; (c) the default is not reasonably 6 susceptible to cure; or(d) Customer has not cured or answered such allegations of default within 7 thirty (30) days. 8 9 18.4 Termination for Force Majeure. Neither party will be liable for any failure or delay in 10 the performance of its obligations under this Agreement(and the failure or delay will not be deemed 11 a default of this Agreement or grounds for termination) if both of the following conditions are 12 satisfied: the failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, 13 elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or 14 revolutions, court order, labor shortages, strikes, slow-downs, walkouts, lockouts, industrial 15 disturbances, other labor disputes or other circumstances beyond the non-performing party's control. 16 17 Upon the occurrence of an event which satisfies both of the above conditions (a "Force 18 Majeure Event"), the non-performing party will be excused from any further performance of those 19 obligations under this Agreement affected by the Force Majeure Event for as long as (a)the Force 20 Majeure Event continues; and (b) the non-performing party continues to use commercially 21 reasonable efforts to recommence performance whenever and to whatever extent possible without 22 delay. 23 24 Upon the occurrence of a Force Majeure Event, the non-performing party will immediately ' 25 notify the other party by telephone (to be confirmed by written notice within five (5) days of the failure 26 or delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the W7 nature of the Force Majeure Event. If any Force Majeure Event prevents Cyrun from performing its 28 obligations for more than thirty (30) days, Customer or Cyrun may terminate this Agreement without 29 further obligation on the part of either party, other than to pay any amounts due. 30 31 18.5 Obligations Upon Expiration or Termination. Upon expiration or termination of this 32 Agreement, the parties will promptly return to the other all computer programs, files, documentation, 33 data, media, related material and any other material or equipment that is owned by the other. 34 35 18.6 Transition of Services. Upon termination or expiration of this Agreement, Cyrun will • 36 cooperate with Customer to assist with the orderly transfer of services, functions, and operations ' 37 provided by Cyrun under this Agreement to another provider or to Customer as determined by 38 Customer in its sole discretion. Prior to the termination or expiration of this Agreement, Customer 39 may require Cyrun to perform those transition services described below that Customer deems 40 reasonably necessary to migrate Cyrun's work to another provider or to Customer. Transition 41 services may include, but are not limited to the following: 42 43 18.6.1 Pre-Migration Services. 44 45 (a) Working with Customer to jointly develop a mutually agreed upon plan 46 for the transition services (the "Transition Services Plan") to facilitate the termination of the Services; Page 11 or 18 Palm Springs AD Professional Scrviecs and Softwam License Agreement 9/7/06 Cyrwt Initials:, Customer Initials: 516395.1 . 1 • 2 (b) Notifying all affected vendors and subcontractors of Cyrun; and 3 4 (c) Freezing all non-critical changes to the System. 5 6 18.6.2 Migration and Post-Migration- 7 8 (a) Performing the Transition Services Plan activities. 9 10 (b) Answering questions regarding the services performed by Cyrun or the 11 System on an as-needed basis; and 12 13 (c) Providing such other reasonable services needed to effectuate an 14 orderly transition to a new System. 15 16 Customer agrees to pay Cyrun for transition services at Cyrun's then published hourly rate 17 for such services, plus reasonable out-of-pocket expenses not to exceed ten percent(10%) of the 18 cost of the transition services. 19 20 18.7 Other Remedies. Upon termination of this Agreement, each party may seek all legal 21 and equitable remedies to which it is entitled. The remedies contained in this Agreement are 22 cumulative to any other available remedies. 23 24 19.0 CONFIDENTIAL INFORMATION 25 26 19.1 Customer Confidential Information. Cyrun will regard all Palm Springs Police 427 Department files and data as Palm Springs Police Department's confidential information. Cyrun will 28 not disclose Palm Springs Police Department's confidential information to any third parties without 29 the written consent of Palm Springs Police Department. All data, reports, surveys, studies, 30 drawings, and any other documents and materials made available to Cyrun by Palm Springs Police 31 Department for use by Cyrun in the performance of its services under this Agreement shall be made 32 available for information only and shall be returned to Palm Springs Police Department at the 33 completion or termination of this Agreement. Cyrun may keep one copy of all such materials for 34 reference purposes only in connection with matters relating to this Agreement and the Project. 35 36 19.2 Cyrun Confidential Information. All patents, inventions (whether or not patentable), 37 copyrights, trade secrets, trademarks and other intellectual property rights worldwide ("Intellectual 38 Property Rights") in Cyrun's Application Software are and shall remain the property of manufacturer. 39 Manufacturer shall retain all right, title and interest to the intellectual property rights in the Cyrun 40 Application Software, now existing or hereafter acquired. 41 42 Customer will regard Cyrun's files and data, Cyrun's Software and Documentation, and any 43 other information or data provided by Cyrun that is labeled "confidential" or"proprietary' as Cyrun's 44 confidential information. With the exception of sub-sections (a) through (e) below, and Section 19.3, 45 Public Records Act Requests, Customer will not release Cyrun's confidential information or provide Page 12 of 18 Palm Springs PO ProfCs Dal ScMocs and Sofiwarc Uocnsc Agrecmcnr 9/7/06 Cyrun Initials:61 Customer Initials: 516395 1 1 access to third parties, except Customer's consultants and contractors working on or with the • 2 System who agree to abide by the terms of this provision, without the prior written consent of Cyrun- 3 4 The obligations set forth above in Section 19.1 and this Section 19.2 do not apply to any 5 information which- 6 7 (a) Is already in the public domain at the time of disclosure or later becomes 8 available to the public without a breach of this Agreement; 9 10 (b) Was, as between Customer and Cyrun, lawfully in the possession of the 11 recipient without obligation of confidentiality, prior to receipt under this Agreement; 12 13 (c) Is received independently from a third party free to lawfully disclose the 14 information; 15 16 (d) Is the subject of a judicial subpoena or similar process for disclosure in 17 connection with any action or proceeding, provided that notice of the demand is provided to allow an 18 opportunity to seek a protective order or other appropriate remedy prior to disclosure; or 19 20 (e) Such party can document as being independently developed. 21 22 19.3 Public Records Act Requests. In the event Customer receives a request 23 under the any Public Records Act for Cyrun's Confidential Information, Customer will promptly notify 24 Cyrun. 25 26 19.4 Findings Confidential. All of the drawings, designs, specifications, reports, studies 0,7 and surveys as such relate to Customer, made available to Cyrun by Customer in connection with 28 the Services under this Agreement shall be treated as confidential by Cyrun, and Cyrun agrees that 29 they shall not be made available to any individual or organization without prior written approval by 30 Customer. 31 32 20.0 NOT USED 33 34 21.0 INSURANCE 35 Cyrun shall procure and maintain in effect during the term of this Agreement the following 36 insurance coverage's with an insurance company or companies authorized to do business in the State 37 of California and approved by Customer with an A.M. Best's rating of no less than A:VI: 38 (1) Workers' Compensation and Employers Liability insurance in accordance with the laws 39 of the State of California with liability limits of One Million Dollars ($1,000,000 per 40 accident). The insurer will agree to waive all rights of sub rogation against Customer, ' 41 its officials, employees, and volunteers for losses arising from work performed by the 42 Cyrun for Customer with respect to Worker's Compensation claims against Cyrun. 43 (2) Comprehensive General Liability and Broad Form Comprehensive General Liability or 44 Commercial General Liability including bodily injury, personal injury, and property 45 damage in the amount of a combined single limit of One Million Dollars ($1,000,000), 46 each occurrence, and One Million Dollars ($1,000,000) in aggregate limit. Paoe 13 nr 18 Palm Springs PD Profess al Setvwcs and Software License Agreement 9/7/06 Cyrun Initials: Customer Initials: 516395.1 1 (3) Comprehensive Auto Liability including bodily injury, personal injury and property • 2 damage in the amount of a combined single limit of One Million Dollars ($1,000,000) 3 each occurrence and One Million Dollars ($1,000,000) in aggregate. Coverage must 4 include all automobiles utilized by Cyrun in performing work in association with this 5 Agreement. 6 b. The following statement shall appear in each certificate of insurance provided to Customer by 7 Cyrun hereunder. "It is agreed that in the event of any material change in or cancellation of this 8 policy, thirty(30) calendar days prior written notice will be given to City of Palm Springs." 9 c. Cyrun shall give prompt written notice to Customer of all known losses, damages, or injuries to 10 any person or to property of Customer or third persons which may be in any way related to the 11 SYSTEM or for which a claim might be made against Customer. Cyrun shall promptly report to 12 Customer all such claims which Cyrun has noticed, whether related to matters insured or 13 uninsured. No settlement or payment for any claim for loss, injury or damage or other matter 14 as to which Customer may be charged with an obligation to make any payment or 15 reimbursement shall be made by Cyrun without the prior written approval of Customer. 16 d. Cyrun shall defend, indemnify and hold the Customer harmless from any and all claims and 17 liabilities related to or as a result of Cyrun's performance of the Agreement. Cyrun shall 18 assume the defense and indemnify and save harmless Customer and its members, officers, 19 agents, employees and volunteers from all claims, loss, damage, injury, proceedings and 20 liability of every kind, nature and description, directly or indirectly, whether actual, alleged or 21 threatened, arising from the performance of this Agreement by Cyrun's employees, agents or 22 subcontractors traveling to or from or at Customer's facilities, save and except the sole active 23 negligence or willful misconduct of Customer. This obligation to indemnify and defend 24 Customer, its members, officers, agents, employees and volunteers shall survive termination 25 of this Agreement. 26 e. Further, Cyrun shall obtain any additional kinds and amount of insurance which, in its own 27 judgment, may be necessary for the proper protection of any of its officers', employees', 28 agents, or authorized subcontractors' own actions during the performance of this Agreement. 4K29 Insurance shall include Errors and Omission policy. 0 31 22.0 PATENT AND COPYRIGHT INDEMNIFICATION 32 Cyrun agrees to defend, at its sole cost and expense including attorney fees, any lawsuits against 33 Customer that are based upon a claim that any item of Cyrun Application Software furnished under 34 this Agreement directly infringes a patent or copyright, and to pay costs and damages finally awarded 35 in any such suit, provided that Customer promptly notifies Cyrun in writing of any such claim, Cyrun is 36 given full control of the claim and any suit related thereto, and Customer cooperates with Cyrun in 37 rendering all requested reasonable non-monetary assistance for defense of the suit. If Cyrun looses 38 such suit, and it is ordered that the Cyrun Application Software be removed from the Customer's sites, 39 Cyrun shall refund to the Customer, the cost of the Cyrun Application Software. The foregoing states 40 the entire liability of Cyrun for patent or copyright infringement related to the Cyrun Application 41 Software. 42 43 23.0 LIMITS ON LIABILITY 44 23-1 Cyrun's sole undertaking under this Agreement is limited to furnishing and installing the 45 components of the SYSTEM in accordance with the terms and conditions of this Agreement. After 46 Final Completion, operation and use of the System are the sole responsibility of Customer. 47 48 23.2 The obligations of Cyrun under this Agreement shall not be interpreted, either expressed or 49 implied, as being for the benefit of or creating any obligation toward any person or entity other than Page 14 of 1 S Palm Springs PQ Pmfes I nal Services and Software license Agreement 9/7/06 Cyrun Initials:o l Customer Initials: 516395.1 I Customer, Cyrun's obligations under this Agreement being extended solely to Customer and for its • 2 benefit. 3 4 23.3 FOR BREACH OF ANY WARRANTY OR OTHER OBLIGATION OF CYRUN IN THIS 5 AGREEMENT RELATING TO THE INSTALLATION OR OPERATION OF THE SYSTEM, OR ANY 6 COMPONENT OF THE SYSTEM, CYRUN SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, 7 INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST 8 INCOME, REVENUE OR PROFIT, INCREASED OPERATING EXPENSES, FAILURE TO REDUCE 9 OPERATING EXPENSES, OR LOST TIME OR INFORMATION, WHETHER SUCH DAMAGES 10 WERE FORESEEABLE OR NOT AT THE TIME THIS AGREEMENT WAS ENTERED INTO. 11 CYRUN'S LIABILITY FOR ANY AND ALL SUCH BREACHES COMBINED SHALL NOT EXCEED 12 IT'S COMMERCIAL GENERAL LIABILITY INSURANCE, 13 14 24 NOT USED 15 16 25.0 COMPLIANCE WITH LAWS AND ORDINANCES 17 Cyrun agrees to make itself aware of and comply with all federal, state and local laws and 18 regulations applicable to the performance of its obligations under this Agreement, including but not 19 limited to, all applicable federal, state, and local labor and employment laws and regulations. 20 21 26.0 COVENANT AGAINST CONTINGENT FEES 22 Cyrun warrants that it has not employed or retained any third party, other than a bona fide 23 employee of Cyrun, to solicit or secure this Agreement. Cyrun further warrants that it has not paid or 24 agreed to pay a third party, other than a bona fide employee of Cyrun, any fee, commission, 25 percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the 26 award or making of this Agreement. If these warranties are breached or violated, Customer has the 27 right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price 08 or consideration, or otherwise recover, the full amount of the fee, commission, percentage, 29 brokerage fee, gift, or contingent fee. 30 31 :27.0 CONFLICTS OF INTEREST 32 Cyrun, its subcontractors and sub-suppliers shall perform all work under this Agreement in 33 conformance with all applicable statutes and regulations pertaining to conflicts of interest, including 34 but not limited to the financial reporting requirements and the conflict prohibitions of California law. 35 (See e.g. Government Code Section 1090 et seo„ Government Code Section 87100 et sea. and 36 Title 2, Division 6 of the California Code of Regulations.) 37 38 28.0 NOT USED 39 40 29.0 FAIR EMPLOYMENT PRACTICES 41 In connection with the performance of services under this Agreement, Cyrun shall not, on the 42 grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, 43 medical condition, marital status, sex, sexual orientation or age, discriminate or permit discrimination 44 against any person or group of persons in any manner prohibited by Federal, State or local laws. 45 Page 15 of 18 Palm Springs PD—Profs onal Services and Software Licensc Agreement 9/7/06 Cyrun Initials' / Customer Initials: 516395 1 1 30.0 NOTICES 2 Any notice, consent or other communication required or contemplated by this Agreement 3 must be in writing and delivered in person, by U.S. mail, by overnight courier, by electronic mail, or 4 by facsimile to the intended recipient at the address and/or number set forth below: 5 6 7 Cyrun Customer Attn: Darrell Luere Attn: Capt. Ron Starrs 125 Water Street, Suite A2 200 South Civic Santa Cruz, CA 95060 Palm Springs, CA 92262 Phone: (831)458-0949 Phone: (760) 323-8120 Fax: (831) 459-9406 Fax: (760) 323-8171 Email: Darrell@Cyrun.com Email: ron.starrs@palmsprings-ca_gov 8 9 Notice is effective on the day it is received by the intended recipient, provided that any notice 10 Sent by facsimile or electronic mail is also simultaneously sent by first class mail deposited with the 11 United States Postal Service or by overnight courier. Each party may change its address for 12 notification purposes by giving the other party written notice of the new address and the date upon 13 which the new address is effective. 14 15 31.0 MISCELLANEOUS 16 17 31.1 No Rights in Third Parties. This Agreement is made for the benefit of Customer and 18 Cyrun and not for the benefit of any third parties. 19 *0 31.2 Headings. The headings used in this Agreement are solely for the convenience of 21 the parties. They are not part of this Agreement and are not intended to affect the meaning or 22 interpretation of it. 23 24 31.3 Entire Agreement. This Agreement and the Agreement Documents constitute the 25 entire Agreement between the parties with respect to their subject matter and there are no other 26 representations, understandings, or Agreements between the parties regarding their subject matter. 27 This Agreement supersedes all prior Agreements, negotiations, representations and proposals, 28 written or oral. 29 30 31.4 Approvals in Writing. All approvals or consents required or contemplated by this 31 Agreement must be in writing to be effective. 32 33 31.5 Successors and Assigns. This Agreement is binding on and inures to the benefit of 34 the parties and their respective successors and assigns. 35 36 31.6 Assignment. This Agreement shall not be sold, transferred or assigned by either 37 party, or by operation of law, to any other person or persons or business entity, without the other 38 party's written permission. Any such sale, transfer or assignment, or attempted sale, transfer or 39 assignment without written permission, may be deemed by the other party to constitute a voluntary Page 16 of l8 Palm Springs PO Piof�hal Services and Software License Agreement 9/7/06 Cyrun Initials:� Customer Initial&: 516395 1 1 termination of this Agreement and this Agreement shall thereafter be deemed terminated and void. 2 Notwithstanding the foregoing, the transfer of the rights and obligations of Cyrun hereunder to a 3 parent, subsidiary, or financially viable affiliate of Cyrun or to any successor-in-interest or entity 4 acquiring all or substantially all of Cyrun's outstanding voting stock or assets shall not be deemed an 5 assignment or transfer for the purposes of this Agreement, provided that (i) any such transferee will 6 have a financial strength after the proposed transfer at least equal to that of Cyrun prior to the 7 transfer, (ii) any such transferee assumes all the obligations of Cyrun hereunder, and (iii) Cyrun shall 8 not be released from this Agreement by virtue of such transfer. If such criteria are satisfied, it shall 9 not be deemed reasonable for Customer to withhold its consent to the proposed transfer, unless the 10 proposed transferee has a record of performance under similar Agreements which are unacceptable 11 to Customer under a reasonable standard of evaluation. Cyrun shall give Customer thirty (30) days 12 prior notice of any proposed transfer for which notice is required hereunder_ 13 14 31.7 Choice of Law, Venue and Jurisdiction. Interpretation and enforcement of this 15 Agreement shall be governed by the laws of the State of California. The venue for any arbitration or 16 court proceeding arising out of or in connection with this Agreement shall be in Riverside County, 17 California. Jurisdiction of any such court proceeding shall be in the courts of the State of California. 18 19 31.8 Waiver. No waiver or breach of any provisions of this Agreement will constitute a 20 waiver or breach of any other provisions. Failure of either party to enforce any provision of this 21 Agreement will not be construed as a waiver of the right to do so. 22 23 31.9 Severabilitv. Ir any provision of this Agreement is held to be invalid, illegal, or 24 unenforceable, the validity, legality, and enforceability of the remainder of the Agreement will not be 25 affected or impaired as a result. 26 97 31.10 Interpretation of the Agreement. Both Parties have had an opportunity to review and 8 consult with their respective attorneys regarding this Agreement, and have reviewed and revised this 29 Agreement. Accordingly, this Agreement shall be deemed to be the joint work product of both parties 30 and their respective attorneys. Hence, the rule of construction to the effect that any ambiguities are to 31 be construed against the drafting Party shall not be applicable to any interpretation of this Agreement, 32 and this Agreement shall not be strictly construed against either Party. 33 34 31.11 Counterparts. . This Agreement may be executed in one or more counterparts by the 35 parties hereto. All counterparts shall be construed together and shall constitute one Agreement. 36 37 31.12 Ownership of Data. Customer retains title, ownership and control of all data at all times. 38 39 31.13 Survival of Provisions. All provisions of this Agreement that by their nature would 40 reasonably be expected to continue after the termination of this Agreement will survive the 41 termination of this Agreement, including, without limitation, the following Sections and Paragraphs: 42 43 7.6 Independent Contractor Status 44 14.0 Warranties 45 18.5 Obligations Upon Expiration or Termination 46 18.6 Transition of Services 47 19.0 Confidential Information Pa£c 17 of 18 • Palm Springs PD Profe al Services and Software License Agreement 9/7/06 Cyrun Initials:e� Customer Initials: 516395.1 1 22.0 Indemnification 0 2 23.0 Limits on Liability 3 4 Since the determination of actual damages for any delay in performance of this Agreement would be 5 extremely difficult or impractical to determine in the event of a breach of this Agreement, Cyrun, as 6 an exclusive result of its acts or omissions, shall be liable for and shall pay to the Customer the sum 7 of Two Hundred Fifty Dollars ($250-00) as liquidated damages for each weekday day that the 8 project is delayed by Cyrun for the installation of the Alliance PD Central product on each of the 9 Customer's two servers. Cyrun will be responsible for installing the Alliance PD Central product on 10 the client servers within 90 days of receipt of a certified letter stating that the client servers have 11 been installed on the client domain with SQL Server loaded along with all other server configuration 12 parameters (to be provided by Cyrun) completed by the Customer. This schedule may be extended 13 pursuant to the terms of this Agreement- The occurrence of a Force Majeure Event as provided in 14 Section 18.4 of this Agreement or a delay caused by the Customer or any third party shall not be 15 considered when calculating Liquidated Damages. 16 17 31.15 Non-Liability of Customer's and C run's Officers and Employees- No officer or 18 employee of the Customer or Cyrun shall be personally liable to the other, or any successor in 19 Interest, in the event of any default or breach by either party for any amount which may become due 20 to Cyrun or its successor, or for breach of any obligation of the terms of this Agreement. 21 22 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the 23 day and year first written above. 24 25 26 FOR CYRUN: FOR CITY OF PALM SPRINGS, CA: *7 28 30 31 Signature or Aruthori7ed Representative) (Signature or Authorizes esertative) 32 33 34 35 (Print or type name of signatory) (Print or type name of signatorgr 36 37 p 38 ��0 Or` GL I L1`� S�1Z✓/cif �/�c ��.r-fr�cC 39 (Title of signatory) (Title of signatory) _ 40 APPROVED BY CITY COUNCIL41 ff 42 43 / ttest) 44 45 APPROVED BY CITY COUNCIL y,, _ 46 dI�CY �7. 7�7- tYhQh vv Y . 47 (Print or typena e) RQi'4-- 7 AS- TO FORK -�A c page 18 of Is i ! .'�[turrley V Palm Sprmgs PD Profs I Services and Software License Agrmnell `.1! 16 OaBe Cyrun Initials: Customer Initials: 516395.1 PRICE Quote Palm Springs Police Description Of Product Or Service SUMMARY OF COSTS PROFESSIONAL SERVICES $80,700.00 HARDWARE None MISCELLANEOUS 3rd PARTY SOFTWARE $1,850.00 CYRUN ALLIANCE SOFTWARE DISCOUNT FOR CYRUN'S ALLIANCE SOFTWARE IS 900A $27,195.09 CYRUNINTERFACES DISCOUNT FOR CYRUN'S INTERFACES IS 90% $6,200.00 BIO-KEY VIRTUAL COP MOBILE SOFTWARE WITH DISCOUNT $59,800.00 CURRENTTAXES S SHIPPING COSTS $6,319.13 TOTAL COSTS FOR THE CADIRMSIMOBILE DATA SYSTE N $181,064.13 (HARDWARE MAINTENANCE None �CYRLIN ALLIANCE SOFTWARE MAINTENANCE PER YEAR, 5 YEAR AGREEMENT $60,290.00 BIO-KEY VIRTUAL COP MOBILE SOFTWARE MAINTENANCE PER YEAR $11,426.40 TOTAL MAINTENANCE COSTS FOR THE CADIRMSIMOBiLE DATA SYSTE $71,716.40 PROFESSIONAL SERVICES Cy-PM 1 $25,000.00 Project Management-CYRUN $25,000.00 Sofhvare Customization(if any) CY-IMPORT 1 $8,500.00 Cyrun Data Imporlalion, NOT INCLUDED $8,50D.00 Alliance Training; 11-8 hour days of total training,to be used among the Alliance modules, 6-13 hour day of workplace coaching. Maximum of 10 students per class (Additional training may be CY-TRAIN 11 $2,500.00 purchased by the PD) $27,500.00 CYR-MFOR-TRNG 1 $2,200.00 Cyrun Training Day for Mobile Field Reporting User and Admin Trainers _ $2,20D.00 BID-CONSULT 1 510,000.00 1 BIO-Key Technical Cons u€lation Services(4 days, 2 Iris) $10,000.00 TRNGDAY 3 $2,500.00 BI0-Key Training Day for User and Admin Trainers $7,500.00 Sub Total $80,700.00 Price Quote valid for60 Days CYRUN Confidential Page 1 of 4 S PRICE Quote Palm Springs Police Product# Qnt Price CYRUN SOFTWARE AND MAINTENANCE Cost ALLIANCE SOFTWARE ]Base CAD Includes Two Concurrent Users; ,Police Dispatch, Fire Dispatch, Mapping -Maps not included,Auto-Paging Base RMS Includes 3 Concurrent Users; �Officer Reporting, Case Management,Crime Analysis, Property& Evidence, Local Wants& CY-CAD-RMS 1 $150,20D.00lWarranis, Tra€ficCitaiions, Pawn Tracking, Court Orders, Personnel,and Equipment $150,20D.00 CY-CAD-USR 3 $3,250.001Additional Concurrent CAD Users $9.750.01) CY-RMS-USR 12 1 $2,500.00IAdditional Concurrent RMS User(s) $30,000.00 CY-MFOR 64 $500.00[Mobile Field Officer Reporting $32,000.00 CY-BOOK 1 $15,000.00 Booking Intake Module with Mug Shots $15,000.00 CY•NLETS 1 $25,000.00iCLETS Direct Connection to Calif DOJ $25,000.00 CY-RPR_OF 0 $10,000.001DemographicsTracking ___ _ __$_0.00 CY-ALARM 1 $iQ000.00,Alarm Billing Module $10,000.00 Sub TotaI ALLIANCE SOFTWARE $271,950.00 CYRUNINTERFACES CY-NLETS-API 1 $0.001AlIlance CLETS Interface to Calif 0DJ [Included in cost ofY-lVLTSJ CE $0.00 CY-911-API 1 $2,000.001911Interface $2,000.00 CY-MULTI-API 1 $25,000.00 Mull!Agency Interface to Palm Springs Alliance Agencies ; $25,000.01) CY-MDC-API 1 $25,0 00.001 CYRUN API to Bio-Key Virtual COP $25,000.00 Sub Total CYRUN INTERFACES $52,000.00 CYRUN ALLIANCE MAINTENANCE PER YEAR, 5 YEAR AGREEMENT Annual Me1nlenancewill ba billed to Palm Springs PO 90 days after fnstatfation. CY-CAD-RMS-MT 1 $30.040.00 CADIRMS Base Mainl&Support $30,040.00 CY-CAD-USR 3 $650.00 Additional Concurrent CAD User(s) Maint $1,950.00 CY-RMS-USR 12 $500.00 Addilionat Concurrent RMS User(s)Main[ $6,000.00 CY-MFOR 64 $100.00 Mobile Field Officer Reporting Maint $6,400.00 CY-BOOK-MT 1 $31000.00 Booking Intake Module with Mug Shots Maint $3,000.00 CY-NLETS-MT 1 $500.00 CLETS Direct Connection to Calif DOJ Maint $500.00 CY-RPRO-MT 0 $0.00 Demograpics Tracking Maint $0.00 CY-ALARM-MT 1 $2.000.00 Alarm Billing Module Maint $2,000.00 CY-911-API-MT _ 1 _ $400.01) 911 Interface Maint _ _ _ $400.00 CY-MULTI-API-MT 1 $5,000.00 Multi Agency Interface to Palm Springs Area Alliance Agencies Malnt $51000.00 CY-MDC-API-MT 1 $5,000.00 CYRUN API to B[o-Key Virtual COP Maint $5,000.00 Sub Total ALLIANCE MAINTENANCE $60,290.00 Price Quote valid for 60 Days CYRUN Confidential Page 2 of 4 PRICE Quote Palm Springs Police Product# Qnt Price Bto•Key MOB]LE SOFTWARE AND MAINTENANCE Cost Virtual COP SOFTWARE PC30 1 F $15,000.00 tnfoServer Software-30 $15.000.00 PCUP-70 I 64 $700.00 MobileCop Software 50-99 $44,800.00 Sub Total Bio•Key SOFTWARE $59,800.00 Virtual COP SOFTWARE MAINTENANCE Annual Maintenance will be billed directly by Bio-Kay to PSPD 30 days after Installation. Pricing Is as follows: AM-PCS 1 $3,42_0.00 Maintenance for InfoServer Software-30 _ - $3.420.00 AM-PChA 64 $125.10 Maintenance for Mob3leCop Software 50-99 $8,006.40 Sub Total Blo•Key MAINTENANCE $11,426A0 MISCELLANEOUS 3rd PARTY SOFTWARE Not included, PI) to supply 3rd Party software except for ESRI Mapping software ESRI-MAP 1 70 1 $185.001 ESRI Map Viewer 1 $1.850.06 Sub Total ALLIANCE SERVER HARDWARE $1,850.00 Price Quote valid for 60 Days CYRUN Confidential Page 3 of 4 PRICE Quote Palm Springs Police Product# Qnt Price HARDWARE Cost ALLIANCE SERVER HARDWARE None being quoted $0.00 Sub Total ALLIANCE SERVER HARDWARE $0.00 ALLIANCE SERVER HARDWARE MAINTENANCE 0 ,None being quoted 1 $0.00 Sub Total ALLIANCE SERVER HARDWARE MAINTENANCE $0A0 RADIO FREQUENCY INFRASTRUCTURE HARDWARE 0 Nane being quoled $0.00 Sub Total Radio Frequency Infrastructure $0.00 RADIO FREQUENCY INFRASTRUCTURE HARDWARE MAINTENANCE "--]—None None being quoted $0.00 Sub Total Radio Frequency Infrastructure Maintenance $moo MOBILE DATA COMPUTERS HARDWARE 0 _ ;None being quoted - $0.00 Sub Total Mobile Data Computers MOD Bio-Key MOBILE SERVER HARDWARE 0 None being quoled $0.00 Sub Total Blo-Key MOBILE SERVER HARDWARE $0.00 Bio-Key MOBILE SERVER HARDWARE MAINTENANCE 0 None being quotedI 30.00 Sub Total Blo•Key MOBILE SERVER HARDWARE MAINTENANCE $0.00 Current TAXES &SHIPPING COSTS Taxes- 7.75°/° f $4,777.88 Shipping & Handling $1,541.25 Current TAXES&SHIPPING COSTS $6,319.13 Price Quote valid for 60 Days CYRUN Confidential Page 4 of 4 EXHIBIT B PROJECT SCHEDULE • _ __ Task Description Due Date Con#ract Execution __ __ 2006 ution October 9, Upon completion o_Software Installation Within 90 d iys of ient Server Istalla_tio_n Pon icompletion . .. A . ys e � ---- — ra Ing letion of CAD Subsystem Within 125 days of,C ` Installation_lient 5 erver „ - Upon completion of RMS Subsy to s m Training _ _ Within, 171 days of Client Server Installation „ Upon completion of FOR Subsystem Trainin _ Within 206 days of Client Se er Installation 9 ry Upon . .. - „ . . . of MDS Subsystem Training) Within 233 days of Client Server Installation Upon completion of Final System Com letion Within 268 days of Client Server Installation Palm Springs PD and CYRUN acknowledge and agree that time is of the essence in completing the Project. CYRUN, tasks may run concurrently or independent of other tasks and not necessarily in the listed order. Page 1 of 1 Palm Springs PO Exhibit' Project schedule 06-29-06 Cyrun Initj115: N Customer Initials: t 22 23 EXHIBIT C 024 25 STATEMENT OF WORK 26 Cyrun Initials: Cuslumcr Initials: CYRUN EXHIBIT C STATEMENT OF WORK 1 TABLE OF CONTENTS 2 3 paUe 4 TASK I PROJECT IMPLEMENTATION AND PROJECT MANAGEMENT..................................................1 5 TASK 2 MOBILE DATA HARDWARE AND WIRELESS INFRASTRUCTURE ACQUISITION.................3 6 TASK 3 MOBILE DATA HARDWARE AND WIRELESS INFRASTRUCTURE INSTALLATION..............4 7 TASK 4 HARDWARE PURCHASE AND INSTALLATION................................................................................ 1 8 TASK 5 SOFTWARE INSTALLATION.................................................................................................................1 9 TASK 6 DATA FILE IMPORTATION.................................................................................................................... I 10 TASK 7 CAD DATA LISTS BUILDING................................................................................................................. 1 11 TASK S CAD SUBSYSTEM FUNCTIONAL SYSTEM REVIEW....................................................................... 1 12 TASK 9 CAD SUBSYSTEM TRAINING.................................................................................................................1 13 TASK 10 CAD SUBSYSTEM PRODUCTION OPERATION............................................................................... 1 14 TASK 11 RMS/FOR DATA LISTS BUTLDINC......................................................................................................1 015 TASK 12 RMS/FOR SUBSYSTEM FUNCTIONAL SYSTEM REVIEW,,,,,,,,,,,,........................................... 1 16 TASK 13 RMS TRAINING....................................................................................................................................... 1 17 TASK 14 RMS SUBSYSTEM PRODUCTION OPERATION.............................................................................. I 18 TASK 15 FOR SUBSYSTEM TRAINING...............................................................................................................1 ' 19 TASI{16 FOR SUBSYSTEM PRODUCTION OPERATION............................................................................... I 20 TASI{17 MOBILE DATA HARDWARE, INSTALLATION................................................................................. I 21 TASK 18 MDS SOFTWARE INSTALLATION...................................................................................................... 1 22 TASK 19 MDS GOING LIVE,PRODUCTION OPERATION.............................................................................1 23 TASK 20 FINAL SYSTEM COMPLETION........................................................................................................... 1 CYR[1N CONFIDENTIAL INFORMATION:THE CONTENTS Or THIS DOCUMENT AHL CONFIDENTLY.AND PROPMTARY.READERS ARE NOT P,WT17ED TO COPY OR DISTIUSU I E rl11S DOCl1MCNT,IN WHOLE OR IN PA U,WITHOUT TI IE n=R[SS CONSENT OF THE COMPANY ,11 - Page i of i Yarn" nes PD Exlubi[C SLltemea[of Work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK 1 General Scope: 2 3 This Statement of Work defines the principal tasks of CYRUN, who acting as the Prime 4 Contractor, will be responsible for the implementation of an integrated Computer Aided Dispatch 5 (CAD) and Records Management System (RMS), Mobile Data System (MDS)for the Palm 6 Springs Police Department's dispatch, record keeping and patrol operations. 7 8 The implementation of the System will be in accordance with the tasks listed below and shall be 9 completed In accordance with the Project Schedule, Exhibit B. 10 11 CYRUN may elect to run tasks concurrently or independent of other tasks and not necessarily in 12 the listed order. 13 14 Task 1 Project Implementation and Project Management 15 16 Task Description: 17 18 This task will begin with a kick-off meeting/teleconference after contacts are signed. 19 • 20 The objectives of this first meeting or teleconference include, but may not be limited to: 21 22 • Introduce any new Project participants; •23 • Review roles of key participants; 24 • Review and adjust if necessary, the chain of communication and authority; 25 • Review general Project scope and objectives; 26 • Review the current Project Schedule; 27 • Review tasks and assignments; 28 • Review Change Orders, if any; 29 • Review resource and scheduling requirements; 30 • Create, update and maintain a task list that identifies tasks, to whom assigned and 31 due dates; 32 • Review the Statement of Work; 33 • Review CYRUN's responsibilities on the areas of Project Management; 34 • Review Palm Springs PD's responsibilities in the areas of Project Management; and 35 • Review the Agreement. 36 37 Subsequent Project Management teleconferences will be held not less than once per month. In 38 the event CYRUN causes delays in the Project, Palm Springs PD may increase the frequency of 39 the teleconferences, On-Site Project Management meetings at Palm Springs facilities will have 40 an additional cost to Palm Springs PD. The objectives of subsequent Project Management 41 teleconferences will include, but are not limited to: ' 042 I CYRUN CONFIDENTIAL INFORMATION:THE CONTENTS OF"THIS uOCUMEN'f ARE CONFIDENTIAL AND P20P2TL•TAkY READERS ARE NOT ' PERMITTED I'D COPY OR OISTkIEUTE THIS DOCUMENT,IN WHOLE OR IN PART,WIINOI IT THE[XPRESS CONSENT OF THE COMPANY !}ate' Pogo I of 18 Palm.Spr,4 Exllibii C SIatemem or Work 9/7/06 CvRuh EXHIBIT C STATEMENT OF WORK • 1 • Review activities that have occurred since the previous Project Management 2 teleconferences; 3 • Review outstanding issues and tasks that have not yet been completed; 4 • Identify late tasks and schedule for priority action as needed; 5 • Review upcoming events for the subsequent 30—60 day period and identify new 6 tasks and assignments as needed; 7 • Discuss upcoming Palm Springs PD's -related tasks and the resource and time 8 requirements recommended by CYRUN for each. 9 • Assign resources for new tasks identified as needed; 10 • Update and maintain a Task List that identifies tasks, to whom assigned and due 11 dates; 12 • Identify adjustments that may be required in the Project Schedule; 13 • Plan the upcoming activities, identify tasks and subtasks and make assignments; 14 • Review and update the Project Schedule as necessary; 15 • Other activities as deemed necessary; and 16 • Schedule the next teleconference. 17 18 Responsibilities include, but are not limited to: • 19 20 CYRUN will: 21 22 Assign Darrell Luera as the CYRUN Project Manager for this Project. The responsibilities of the 23 CYRUN Project Manager or his designee include, but are not limited to: 24 25 Maintain Project communications with Palm Springs PD's Project Manager 26 throughout the duration of the Project. 27 • Manage the efforts of CYRUN staff and coordinate CYRUN activities with Palm 28 Springs PD's Project team members. ' 29 Schedule and teleconferences and all subsequent Project Management 30 teleconferences or provide alternate CYRUN personnel as necessary. 31 • Conduct Project Management teleconferences with Palm Springs PD's Project 32 Manager on a monthly basis, or as may otherwise may necessary to discuss Project 33 status. 34 • Prepare the agenda for each Project Management teleconference and submit the 35 draft agenda to Palm Springs PD not less than five (5) business days prior to the next 36 scheduled meeting. 37 • Continue to maintain a Project Schedule. 38 • Prepare monthly project status reports. In each report, CYRUN shall identify and 39 document any milestones missed, late deliverables, and any impediments that 040 CYRUN may detect, in or out of CYRUN's control, that will/may interfere with the C VRUN CONFIDENTIAL INFORMATION:THI,CONTENTS OF THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.READER$ARE NOT PP,R ED TO COPY OR DISTRIBUYE'R HIS DOCUMENT,IN WHOLE OR IN PART,WITHOUT THE EXPRESS CONSENT OF THE COMPANY Page 2 Of 18 Palm Springs PD Exhibit C Statement of work 9/7/06 CYRUN' EXHIBIT C STATEMENT OF WORK • 1 successful completion of this Project or the completion of this Project in the amount 2 of time allocated by the Agreement. 3 • Measure and evaluate progress against the Project Schedule. 4 • Identify and resolve deviations from the Project Schedule. 5 • Coordinate and oversee the installation and successful completion of the Licensed 6 Software as provided under the Agreement. 7 • Discuss and recommend resource and time requirements for Palm Springs PD- 8 related tasks. 9 • Act as a liaison with all Project related vendors and agencies. 10 • Deliver one complete set of Documentation to Palm Springs PD in electronic format. 11 • Ensure that all necessary CYRUN technical support and management personnel who 12 are authorized to make decisions on behalf of CYRUN are available for the Project 13 Management teleconferences or are available to the CYRUN Project Manager as 14 may be necessary in order to successfully complete Exhibit A. 15 0 Ensure that all CYRUN staff and subcontractor staff personnel who are assigned to 16 work on the Project are competent, qualified, available as needed and prepared for 17 performing the tasks required under the Agreement. 18 19 Palm Springs PD will: ,20 21 Assign the Palm Springs PD Project Manager for the Project. The responsibilities of the Palm 22 Springs PD Project Manager include, but are not limited to: 23 24 • Maintain Project communications with CYRUN's Project Manager. 25 • Assume the responsibilities of Alliance System Administrator. 26 • Provide a meeting facility that is adequate in size for the personnel attending. 27 • Provide multimedia projector and screens, if needed. 28 29 • Ensure that all necessary Palm Springs PD technical support and management 30 personnel who are authorized to make decisions on behalf of Palm Springs PD are 31 available for the Project Management teleconferences or are available to the Palm 32 Springs PD Project Manager as may be necessary in order to successfully complete 33 Exhibit A. 34 • 35 • Ensure that all Palm Springs PD staff who are assigned to work on the Project are 36 competent, qualified, available as needed and prepared for performing the tasks 37 required under the Agreement. 38 39 Task 2 Mobile Data Hardware and Wireless Infrastructure Acquisition 40 41 Task Description: 042 I CYRUN CONFIDENTIAL INFORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.HG1nF,R$ply NOT PERM D TO COPY OR DISTRIBUTE THIS DOCUMENT,IN WHOLE OR IN PART,WI'n IOUs THE EXPRESS CONSENT OF THE COMPANY Page 3 ar I8 • Pefm Spn/np,. f7Exhibh 0 Smtcmcm of Work 9/7/06 CYRU N EXHIBIT C STATEMENT OF WORK • 1 Upon completion of Task 2, Customer's vendor shall order the related mobile data hardware 2 components required for the mobile data project and wireless infrastructure. 3 4 Responsibilities include, but are not limited to: 5 6 Customer will- 7 Process change orders in a timely manner and in accordance with the terms of this 8 Agreement- 9 Prior to the arrival of equipment, insure that all necessary electrical, radio, network, 10 phone cables and any other related equipment is in place. 11 o Phone lines must terminate at where the wireless infrastructure hardware will 12 be located. 13 14 Task 3 Mobile Data Hardware and Wireless Infrastructure Installation 15 • 16 Task Description: 17 18 Upon delivery of the Mobile Data Hardware and Wireless Infrastructure equipment, the 19 Customer's vendor will install and test the Mobile Data Hardware and Wireless Infrastructure 20 equipment. 21 22 Responsibilities include, but are not limited to: 23 •24 The Customers vendor: 25 • Assemble and install all equipment as required herein. ' 26 • Install the mobile data equipment into the Customer's patrol vehicles. 27 • Not be held liable for any delays caused by the Customer. 28 • Physically attach cables and connectors to equipment. 29 • Perform functionality testing 30 • Burn-in and test all equipment. 31 32 Customer will: 33 • Provide access to the sites for Mobile Data and Wireless Infrastructure installation. 34 • Provide access to the MDS vehicles for MDS installation. 35 • Provide a functional area within the Customer facilities for installation of the Mobile 36 Data and Wireless Infrastructure equipment. Be sure the area is clear of obstructions 37 and a clean environment for the Mobile Data and Wireless Infrastructure hardware. 38 • Be responsible for the installation of any equipment not provided under this SOW, 39 • Be responsible for training Customer's staff in Wireless Infrastructure and equipment 40 use and ongoing maintenance. 41 • For equipment not provided under Exhibit A, Customer will be responsible for the 42 installation and maintenance of said equipment. ' 43 Task 4 Hardware Purchase and Installation 44 45 Task Description: 1046 CYRUN CONI IDENTIAL TNroR TION:THE CONTENTS Or THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.READERS ARE NOT PERMITTEWPO COPY OR DISTRIK7F THIS DOCUMENT,IN WHOLE OR IN PART,WITHOUT THE EXPRESS CONSENT OF THE COMPANY �1_- P;tge 4 of 18 Palm Springs PYT Exhlbrt C Ststcmcnt of Work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK • 1 Palm Springs PD is purchasing, installing and testing the servers, workstations and UPS's that 2 the Licensed Software shall be operating on- 3 4 The Licensed Software will be installed on the Palm Springs Police Department's LAN using 5 dedicated Windows 2003 (W2K) domain controllers all of which is supplied by Palm Springs PD. 6 7 Responsibilities include, but are not limited to: 8 9 CYRUN will: 10 11 Provide Palm Springs PD with a list of Cyrun approved hardware and third party 12 software. 13 Review Palm Springs PD's hardware and third party software prior to Palm Springs 14 PD placing its order. 15 16 Palm Springs PD will: 17 18 & Prior to the arrival of equipment, verify that all necessary network and phone cables 19 are in place. 20 21 • Provide a functional area within the agency for installation of the CYRUN servers. Be 22 sure the area is clear of obstructions and a clean environment for the server(s). •23 • Cables/lines must terminate at the same locations where the Alliance PD Central 24 Servers are to be located. 25 • Provide all IP addresses for systems being connected via a network. 26 • Provide infrastructure/data cabling items. 27 • Update or add additional workstations as deemed necessary. 28 • Provide a network hub/router_ 29 • Install and test all equipment required to run the Licensed Software. 30 • Physically attach cables and connectors to hardware. 31 • Label all components. 32 • Install and configure TCP/IP protocol. 33 • Install and configure settings for DHCP, WINS, DNS, etc. 34 • Perform functionality testing of server configurations to ensure correct operability of 35 all components. 36 • Burn-in and stress test hardware and backup sub-systems. 37 • Test connectivity, software and communications to computers. 38 • Upgrade all equipment as required Cyrun. 39 • Be responsible for continued and ongoing maintenance of Palm Springs PD's •40 LAN/WAN. CYRUN CONrIDDNTTAL INFORMATION:THE CONTENTs OF THIS DOCUMENT ARF CONFIDENTIAL AND PROPIuETARY.REDERS ART,NOT PERMITTED O COPY OR DISTRIRDTE THIS DOCUMENT,IN WI[OLE OR IN PART,WITHOUT THE EXPRESS CONSENT OF THE COMPANY Page 5 of 18 Palm Springs PLExhibit C Statcmmt of Work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK t 2 Task 5 Software Installation 3 4 Task Description: 5 6 This task includes the installation of the Alliance software on all servers that will be accessing 7 Alliance software, including instructions for the proper data backup and restoration procedures. 8 Information provided by CYRUN to Palm Springs PD's will include instructions of proper software 9 failure recovery and reporting procedures, and instructions for the installation of the Alliance 10 System software on Palm Springs PD's future workstations. CYRUN and Palm Springs PD will 11 work on a mutually agreeable schedule for CYRUN's technicians to have access to all police- 12 related computers. After the completion of this task any newly purchased workstations or servers 13 requiring installation shall be the responsibility of Palm Springs PD, 14 15 Responsibilities include, but are not limited to: • 16 17 CYRUN will: • 18 19 • Install the Customer supplied MS SQL version 2000, on 2 servers which will operate 20 the Licensed Software. 21 • Install the Alliance System software on 2 servers which will operate the Licensed 22 Software. 023 • Verify that the Alliance System software functions. 24 25 Palm Springs PD will: 26 27 • Be responsible for installing Microsoft Service Packs and Patches on all equipment 28 as necessary in preparation for the installation of Licensed Software. 29 • Install and configure pcanyWhere and GoToMyPC on all Palm Springs PD 30 computers, allowing CYRUN network access and "Superuser" rights. 31 • Grant CYRUN network administration rights to the Palm Springs Police Department 32 CAD/RMS computer network. 33 • Be responsible for the actual data backup and restoration process. 34 • Be responsible for maintaining all 3`d Party Software. 35 36 • Palm Springs PD will use its best efforts to ensure CYRUN will have reasonable and 37 timely access to all equipment for purposes of Alliance Software installation. 38 Task 6 Data File Importation 39 40 Task Description: 41 CYRUN will import into Alliance Palm Springs PD 's legacy data. This legacy data will be 42 supplied by Palm Springs PD in an ASCII delimited or in a Microsoft Excel file format as agreed L7'RUN CONFIDCNTIAL INFORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONFIDENTNL AND PROPRIETARY.READERS ARE NOT PERMITTED TO COPY OR DISTRIBUTE THIS DOCUMENT,IN WHOLE OR W PARI',WITHOUT THE EXPRESS CONSENT OF THE COMPANY Page 6 of 18 Palm Springy •xhlhrt C Smtcmcm of Work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK • 1 upon by CYRUN and Palm Springs PD. CYRUN will only import data that includes all required 2 fields: 3 • Complete Last and First Name 4 • Complete Date of Birth 5 6 Provided Palm Springs PD has supplied in the flat data file, CYRUN will import the following data 7 from either a ASCII delimited or in a Microsoft Excel file format.- 8 • Names file (Including First, Last, Middle Initial and Alternate Names) 9 • Date of Birth 10 • Sex 11 0 Race 12 • Reason 13 • Date of Incident 14 • Location of Incident 15 16 Responsibilities include, but are not limited to: 17 1s CYRUN will: 19 20 • Import all fields to their corresponding fields into the Alliance software. For example, 21 "last name field" data will be imported to the "last name field" in the new system. 22 • Provide Palm Springs PD with a document outlining the acceptable data format. •23 • Proof and import all data as described above which is provided by Palm Springs PD. 24 • Verify the data importation was completed successfully; repeat if necessary until data 25 importation is complete and accurate. 26 • Provide Palm Springs PD with a summary of the data that was not imported into the ' 27 Alliance software database. 28 • Not be responsible for the accuracy of pre-existing data being imported from the 29 legacy system to the new Alliance software database. 30 31 Palm Springs PD will: 32 33 • Provide CYRUN, in a timely fashion, the Palm Springs PD legacy data required for 34 importation into the new Alliance software database in one of the formats described 35 above. 36 • Review imported data in a timely fashion. 37 CYRUN CONYIDCNTIAL IWORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONITDENTIAL AND PROPRIETARY.READERS ARE NOT PERM17 TO COPY OR DISTRrEUrE THIS DOCUMENT,IN WHOLE OR IN PART,wrrHOUT THE EXPRESS CONSEN P OF THE COMPANY Page 7 of 18 Palm Springs P • ibit C Statcmcnt of Work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK 1 Task 7 CAD Data Lists Building 2 3 Task Description: 4 5 During this task, up to three (3) Palm Springs PD staff personnel will be trained on how to set-up ' 6 and maintain the Alliance CAD Operating Data. This process will incorporate meetings with 7 CYRUN, the Palm Springs PD Project Manager and other key Palm Springs PD staff members. 8 ' 9 Responsibilities include, but are not limited to: 10 11 CYRUN will: 12 13 • Train up to three (3) Palm Springs PD personnel on how to set-up and manage the 14 Alliance CAD Operating Data. 15 • Provide Palm Springs PD with a document outlining the CAD data lists that are to be 16 built. 17 • Review with Palm Springs PD the CAD data lists set prior to Palm Springs PD 18 entering in the data_ 19 • Review with Palm Springs PD the CAD data lists entered into Alliance. 20 21 Palm Springs PD will: 22 023 • Assign key personnel to work on the CAD data lists. 24 • Meet with CYRUN and provide status reports on the progress of Palm Springs PD 25 personnel entering the CAD data lists. 26 • Review with CYRUN the CAD data lists entered into Alliance. 27 ' 28 Task 8 CAD Subsystem Functional System Review 29 30 Task Description: 31 32 During this task, CYRUN will demonstrate the functionality of the CAD Subsystem including all 33 interfaces. 34 35 Responsibilities include, but are not limited to: 36 37 CYRUN will: 38 39 • Notify Palm Springs PD in writing when the CAD Subsystem and all related interfaces 40 have completed CYRUN's internal testing process and are free from known defects 41 and ready for training and production operation. 42 • Conduct a functional demonstration of the CAD Subsystem and related interfaces 43 demonstrating all functionality therein. 1 CYRUN CONFIDENTIAL INFORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.READERS ARE NOT PERMIT TO COPY OR DISTRIBUTE THIS DOCUMLN 1,IN WHOLE OR IN PAltI,%rrHoUT THE EXPRESS CONSENT OF THE COMPANY z] Page 8 of 18 1 'PaintSprings �xbibit C smoinat of work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK 1 • Assist Palm Springs PD on an as-needed basis during the execution of this review 2 process. 3 4 Palm Springs PD will: 5 6 • Within ten (10)working days of receipt of written notice from CYRUN that the CAD 7 Subsystem has passed CYRUN's internal testing and is free of known defects, Palm 8 Springs PD will participate in the Functional System Review. 9 • If during the review process Palm Springs PD identifies any defects, Palm Springs 10 PD will submit within one (1) business days, in writing, a support trouble ticket. 11 12 Task 9 CAD Subsystem Training 13 14 Task Description: 15 16 CYRUN will assist Palm Springs PD in obtaining CAD training by coordinating the training with 17 Cathedral City PD. Palm Springs PD and Cathedral City PD will handle all aspects of the CAD 18 training including payment, equipment, instructors, location and class size. If CYRUN is required 19 to assist in the CAD training, Palm Springs PD will be billed at the same rates for training as 20 contained in the Price Quote. 21 •22 23 Task 10 CAD Subsystem Production Operation 24 25 Task Description: 26 27 Upon completion of the CAD Subsystem training, Palm Springs PD will place the CAD 28 Subsystem into productive use in a live environment. 29 30 Responsibilities include, but are not limited to: 31 32 CYRUN will: 33 34 Provide access to technical staff to adequately prepare the CAD Subsystem for going 35 "live 36 • Notify Palm Springs PD when the CAD Subsystem is ready for live use. 37 • Assist Palm Springs PD staff in placing the CAD Subsystem into a live environment. 38 Monitor the initial operation of the CAD Subsystem and answer any operational 39 questions by Palm Springs PD. 40 Assist the staff in utilizing the CAD Subsystem and the computer operations staff in 41 supporting the CAD Subsystem. 42 043 Palm Springs PD will: CYRUN CONFIDENTIALINFORMAIION:TI IE CONTENTS OF THIS DOCUMENT,v CONFIDENTIAL AND PROPRIETARY.READERS ARE NOT PFRM7DD TO COPY OR DISTFdBU I E THIS DOCUMENT,IN WHOLE OR IN PAICf,W1111OUT THE LXPRTSS CONSENT OF THE COMPANY Fagc 9 of 18 Palm Springs'PD Exhibit C Slatemm of Work 917/06 CYRUN EXHIBIT C STATEMENT OF WORK • 1 2 • Go live on the date mutually determined by both parties. 3 • If during the testing process Palm Springs PD identifies any defects, Palm Springs 4 PD will submit within one (1) business days, in writing, a support trouble ticket. 5 6 Task 11 RMS/FOR Data Lists Building 7 8 Task Description: 9 10 During this task, up to three (3) Palm Springs PD staff personnel will be trained on how to set-up 11 and maintain the Alliance RMS/FOR Operating Data. This process will incorporate meetings 12 with CYRUN, Palm Springs PD Project Manager, and other key Palm Springs PD staff members. 13 14 Responsibilities include, but are not limited to: 15 16 CYRUN will: 17 18 • Train up to three (3) Palm Springs PD personnel on how to set-up and manage the 19 Alliance RMS/FOR Operating Data. 20 • Provide Palm Springs Pb with a document outlining the RMS/FOR data lists which 21 are to be built. ' 022 • Review with Palm Springs PD the RMS/FOR data lists set prior to Palm Springs PD 23 entering in the data. 24 • Review with Palm Springs PD the RMS/FOR data lists entered into Alliance. 25 26 Palm Springs PD will: 27 28 • Assign key personnel to work on the RMS/FOR data lists. • 29 • Provide CYRUN in a timely fashion the date that Palm Springs PD expects to 30 complete the RMS/FOR data lists. 31 • Meet with CYRUN and provide status reports on the progress of entering the i 32 RMS/FOR data lists. 33 • Review with CYRUN the RMS/FOR data lists entered into Alliance. 34 35 Task 12 RMS/FOR Subsystem Functional System Review 36 37 Task Description: 38 39 During this task, CYRUN will demonstrate the functionality of the RMS/FOR Subsystem 40 including all interfaces. 41 042 Responsibilities include, but are not limited to: 43 CYRUN CONFIPP,NTIAL INFORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONFIDENTIAL AND t'ROI'IU61'ARY.READER$ARE NOT PERMFITE TO COPY OR DISTRIBUTE THIS DOCUMENT,IN WHOLE OR IN PART,WITHOUT THE F=RESS CONSENT OF THE COMPANY paec 10 of 18 I Palm Sp " q •x ibil C Stalcmmt of Work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK • 1 CYRUN will: 2 3 • Notify Palm Springs PD in writing when RMS/FOR Subsystem and all related 4 interfaces have completed CYRUN's internal testing process and are free from 5 known defects and ready for training and production operation. 6 • Assist Palm Springs PD on an as-needed basis during the execution of this review 7 process. . 8 9 Palm Springs PD will: 10 11 • Within ten (10)working days of receipt of written notice from CYRUN that RMS/FOR 12 Subsystem has passed CYRUN's internal testing and is free of known defects, Palm 13 Springs PD will participate in the Functional System Review. 14 • If during the review process Palm Springs PD identifies any defects, Palm Springs 15 PD will submit, within one (1) business days in writing, a Support trouble ticket. 16 Task 13 RMS Training 17 18 Task Description: 19 20 This task is to train Palm Springs PD personnel on the use of the RMS Subsystem. All training 21 provided as a perishable skill, if Palm Springs PD personnel do not immediately use the skills .22 learned there is a high chance that they will perish and additional training will need to be 23 purchased. Palm Springs PD has purchased a set number of hours as defined in Exhibit A ' 24 which is used for all training. 25 26 Training shall be completed as soon as reasonably possible just prior to going live with the RMS 27 Subsystem. CYRUN will train all records personnel on the RMS Subsystem. Class size shall 28 not exceed four(4) students for RMS. 29 M CYRUN will provide a total of twenty four(24) hours Of on-site RMS Subsystem classroom 31 training in a maximum of four(4) hour training blocks plus an additional ten (10) hours of 32 workplace coaching for RMS Subsystem. All training shall be scheduled at a time mutually 33 agreeable to both parties. 34 35 CYRUN's on-site training program shall employ both classroom training and workplace coaching ] 36 to ensure that Palm Springs PD 's personnel master the capabilities of the RMS Subsystem. 37 Classroom training shall be divided into a series of training modules, each lasting between two 38 1(2)and four(4) hours, including breaks. 39 40 A RMS Subsystem user-training program (the "RMS Subsystem Training Plan")will be supplied 41 to Palm Springs PD. The RMS Subsystem Training Plan shall include adequate training for 42 Palm Springs PD personnel on the RMS Subsystem. 43 44 Responsibilities include but are not limited to: 45 •46 CYRUN will: CYRUN CONFIDENTIAL INFORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONFI)ENTL AND PROPRIETARY.R,ADERS ARE NOT PERMITTE 6 COPY OR DISTRIBUTE THIS DOCUMENT,IN WI iOLE OR IN PART,W M]OUT Ty1E IIPRrSS CONSENT OF THE COMPANY p� . Page I I Or 18 lm i Pa S r rc s P Hxhlvit C SmmmeDt or work 9/7/06 CYRUN EXHIBIT C STATEMENT OF WORK • 1 2 • Provide only their best-qualified trainers or subcontractors for training classes- 3 • Provide on-site training for Palm Springs PD operational and technical personnel and 4 other Palm Springs PD staff members on the RMS Subsystem purchased under the 5 Agreement and on a mutually agreed to schedule. 6 • Provide a training test to confirm understanding of the materials presented and allow 7 Palm Springs PD's Project Manger to monitor training classes. 8 • Provide workplace coaching, to clarify and integrate classroom skills into daily work 9 activities. 10 Palm Springs PD will: 11 12 • With the assistance from CYRUN, produce a tentative training schedule within 13 fourteen (14) days of notice that CYRUN is ready to proceed with RMS Subsystem 14 training. 15 • Only schedule Palm Springs PD personnel who are computer literate, meaning they 16 have basic computer knowledge on: 17 o How to log Into the network; 18 o Use a keyboard; 19 o Use a mouse; and 20 o Open and operate basic computer programs. • 21 o Basic typing skills 022 o How to function as a Records Clerk • 23 24 Will provide a training room that will be used solely for training during the hours of 25 training. 26 • Provide a minimum of five (5) computers, one for each person being trained, and one ' 27 for the instructor, configured with the CYRUN Application Software. 28 Provide multimedia projector and screen. 29 3o Task 14 RMS Subsystem Production Operation 31 32 Task Description: 33 34 Upon completion of the RMS Subsystem training Palm Springs PD will place the RMS 35 Subsystem into productive use in a live environment. 36 37 Responsibilities include, but are not limited to: 38 39 ICYRUN will: 40 41 Provide technical staff to Palm Springs PD to adequately prepare the RMS 42 Subsystem forgoing "live". • CYRUN CONFIDENTIAL INFORMATION:THE CONTENTS Or THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.RFAOFRS ARF,NOT PE EDTO COPY OR DISTIUBUI'E THIS DOCUMENT,IN WHOLE OR IN PART,WITHOUT THE EXPRESS CONSENT OF TDF COMPANY Palm Sponge� res�t z of t x txhibit C Statement or Work 9/7/06 CYRUN EXHIBIT G STATEMENT OF WORK • 1 • Notify Palm Springs PD's when the RMS Subsystem is ready for live use. 2 • Assist Palm Springs PD's staff in placing the RMS Subsystem into a live 3 environment. 4 • Monitor the initial operation of the RMS Subsystem and answer any operational 5 questions by Palm Springs PD's. 6 • Assist the staff in utilizing the system and the computer operations staff in supporting 7 the RMS Subsystem. 8 9 Palm Springs PD will: 10 11 • Go live on the date mutually determined by both parties. • 12 • If during the testing process Palm Springs PD identifies any defects, Palm Springs 13 PD will submit within one (1) business days, in writing, a support trouble ticket. 14 15 Task 15 FOR Subsystem Training 16 17 Task Description: IS 19 This task is to train Palm Springs PD personnel on the use of the FOR Subsystem. All training 20 provided is a perishable skill, if Palm Springs PD personnel do not immediately use the skills •21 learned there is a high chance that they will perish and additional training will need to be 22 purchased. Palm Springs PD has purchased a set number of hours as defined in Exhibit A 23 which is used for all training. ' 24 25 Training shall be completed as soon as reasonably possible just prior to going live with the FOR 26 Subsystem. A train-the-trainers approach shall be utilized for officers and their supervisors. 27 Class size shall not exceed ten (10) students for the FOR Subsystem training. 28 29 CYRUN will provide a total of twenty four(24) hours of on-site RMS Subsystem classroom 30 training in a maximum of four(4) hour training blocks plus an additional ten (10) hours of 31 workplace coaching for RMS Subsystem. All training shall be scheduled at a time mutually 32 agreeable to both parties. 33 34 OYRUN's on-site training program shall employ both classroom training and workplace coaching 35 to ensure that Palm Springs PD 's personnel master the capabilities of the FOR Subsystem. 36 Oaassroom training shall be divided into a series of training modules, each lasting between two 37 (2)and four(4) hours, including breaks. 38 39 A FOR Subsystem user-training program (the "FOR Subsystem Training Plan")will be supplied 40 to Palm Springs PD. The FOR Subsystem Training Plan shall include adequate training for 41 Palm Springs PD personnel on the FOR Subsystem. 42 43 Responsibilities include but are not limited to: 44 •45 CYRUN will: CYRUN CONFIDENT1 INI-ORMATION:IHE CONTENTS OF TH15 DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY,RTIADERS ARE NOT PERMITTE TO COPY OR DISTRIBUTE TI41S DOCUMENT,IN WHOLE OR N PART,WITHOUT THE EXPRESS CONSENT OF THE COMPANY Page 13 of 18 Palm Springs Exhibit C Sialement arWork W7/06 CYRUN EXHIBIT C STATEMENT OF WORK 1 2 • Provide only their best-qualified trainers or subcontractors for training classes. 3 • Provide on-site training for Palm Springs PD operational and technical personnel and 4 other Palm Springs PD staff members on the FOR Subsystem and on a mutually 5 agreed to schedule. 6 • Provide a training test to confirm understanding of the materials presented and allow 7 Palm Springs PD's Project Manger to monitor any training classes- 8 Palm Springs PD will: 9 10 • With the assistance from CYRUN, produce a tentative training schedule within 11 fourteen (14) days of notice that CYRUN is ready to proceed with FOR Subsystem 12 training. 13 • Only schedule Palm Springs PD personnel who are computer literate, meaning they 14 have basic computer knowledge on: 15 o How to log into the network; 16 o Use a keyboard; 17 o Use a mouse; and 18 o Open and operate basic computer programs. 19 o Basic typing skills. 20 o How to function as a Officer 21 • Will provide a training room that will be used solely for training during the hours of •22 training. 23 • Provide a minimum of eleven (11) computers, one for each person being trained, and 24 one for the instructor, configured with the CYRUN Application Software. 25 • Provide multimedia projector and screen. 26 27 Task 16 FOR Subsystem Production Operation 28 29 Task Description: 30 31 Upon completion of the FOR Subsystem training Palm Springs PD will place the FOR 32 Subsystem into productive use in a live environment. 33 34 Responsibilities include, but are not limited to: 35 36 CYRUN will: 37 38 • Provide technical staff to Palm Springs PD to adequately prepare the FOR 39 Subsystem for going "live". 40 • Notify Palm Springs PD when the FOR Subsystem is certified and ready for live use. ' 41 • Assist Palm Springs PD staff in placing the FOR Subsystem into a live environment. �42 • Monitor the initial operation of systems and answer any operational questions by i CYRUN CONFIDENTIAL INFORMATION:Ti IE CONTENTS OF THIS DOCUMENT ARE CONTrDENTIAL AND PROPRIETARY.READERS ARE NOT PE12=21D TO COPY OR DISTRIBUTE TIIIS DOCIIMCNr,M WHOLE OR IN PART,WITHOUT THE EXPRESS CONSENT OF THE COMPANY Pagc 14 of 18 ' Palm Spnnga D Exhibit C Statement of Work 9/7/06 CYRU N EXHIBIT C STATEMENT OF WORK • 1 Palm Springs PD. 2 Assist the staff in utilizing the FOR Subsystem and the computer operations staff in 3 supporting the FOR Subsystem . 4 5 Palm Springs PD will: 6 7 • Go live on the date mutually determined by both parties. 8 If during the testing process Palm Springs PD identifies any defects, Palm Springs 9 PD will submit within one (1) business days, in writing, a support trouble ticket. 10 11 Task 97 Mobile Data Hardware Installation 12 13 Task Description: 14 15 The Customer's Hardware/3`d Parry Software vendor is only supplying the radio modems for the 16 pre-existing MDS as described in Exhibit A. 17 18 Responsibilities include, but are not limited to: 19 20 The Customer's Hardware/3`d Party Software vendor will: 21 • Install the radio modems into the Customer's patrol vehicles. 22 Not be held liable for any delays caused by Customer vehicles not being accessible. 1022 23 • Assemble and install radio modems. 24 • Physically attach cables and connectors to radio modems. 25 • Perform functionality testing 26 27 Customer will: 28 Provide access to the MDS vehicles for MDS installation. 29 • Provide a functional area within the Customer for installation of the MDS hardware. 30 Be sure the area is clear of obstructions and a clean environment for the MDS 31 hardware. 32 • Be responsible for the installation of any equipment not provided under this 33 Agreement, 34 • Be responsible for training Customer's staff in MDS use and ongoing maintenance. 35 Task 98 MDS Software Installation 36 37 Task Description: 38 This task includes the installation of all Cyrun provided software as described in Exhibit 39 A, on the pre-existing MDS equipment. 40 41 Responsibilities include, but are not limited to: 42 43 Cyrun will: 44 . Will load the MDS software on up to five (5) pre-existing MDS equipment. i 045 • Perform functionality testing of all software to ensure complete operability of all CYRpN CONFIDE TIAL INFOIimAriON:TuE CONTENTS Or THIS DOCUMENT ARE CONFIDEN rL AND PROPRIETARY.READERSARENOT PERMITTEDr COPY OR DIS'I RIBUTE THIS DOCUMENT,IN WHOLE OR IN PART,W I HOOT THE EXPRESS CONSENT OF THE COMPANY f Pagc 15 of 18 Palm Springs PD Fxhtbtt C Staiemutt of Work 9/7106 CYRUN EXHIBIT C STATEMENT Or WORK 1 components. 2 3 Customer will: 4 Provide vehicles and other mutually agreed upon resources, such as garage bays, 5 within the agreed upon schedule to complete rollout(installation/configuration)of the 6 software onto mobile computers. 7 • Provide all IP addresses for systems connected via a network- s Provide a work area during installation of all hardware and software. 9 • Provide an area within the agency for installation of the software. 10 Maintain all MDS equipment and Tr party software. 11 12 Task 79 MDS going live, Production Operation 13 14 Task Description: 15 ' 16 Cyrun will certify that MCS system for operational status and then assist Customer in placing it 17 into productive use in a live environment. is 19 Responsibilities include, but are not limited to: 20 21 Cyrun will: 22 23 Notify Customer when MDS system is certified and ready for live use. 024 • Assist Customer staff in placing MDS into a live environment. 25 Monitor the initial operation of systems and answer any operational questions by 26 Customer. • 27 28 Customer will: 29 Place MDS into production on a date mutually agreeable to both parties. 30 31 Task 20 Final System Completion 32 33 Task Description: 34 35 Final System Completion occurs when Cyrun has issued a written Notice of Completion to Palm 36 Springs Police Department indicating all terms and conditions of this Agreement have been 37 successfully completed by Cyrun. 38 39 Responsibilities include, but are not limited to: ' 40 41 CYRUN will: 42 43 • Complete all tasks as required by the Agreement. 44 • Provide Palm Springs PD with all remaining documentation and associated .45 information required by the Agreement. 1 CYRUN CONTIDDN IAL INPORMATIDN:THE CONTU.NTS OF THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.RI ADERs ARE NOT ' PERMFP OPY OR DISTRMIJTE TIES DOCUMENT,IN WHOLE ORIN PART,WITHOUT THE EXPRESS CONSENT OFTHE COMPANY Page 16 of 18 Pa fm Springs PD •x u&t C Statement of Work 917/06 CYRU h EXHIBIT C STATEMENT OF WORK 01 2 Palm Springs PD will: 3 a Report all Defects within one (1) business days of occurrence. CYRIIN CONFIDENTIAL INFORMATION:THE CONTENTS OF THIS DOCUMENT ARE CONFIDENTIAL AND PROPRIETARY.READER5 ARh NOl PrRML=rDTQ COPY OR DISTRIBUTE THIS DOCUMENT,IN WHOLE OR IN PART,WITHOUT THE EXPRESS CONSENT OF THE COMPANY raec 17 of IS Palm Springs P Exhlbrt C Smwmcnt of Work 9/7/06 EXHIBIT D PROJECT MILESTONE AND PAYMENT SCHEDULE 1 2 Upon execution of the Professional Services and Software License ("Contract'), the following 3 implementation milestone payment schedule shall take effect. Palm Springs Police Department 4 will pay all invoices within thirty (30) days of receipt and upon approval of the work relating to 5 the invoice. All invoices shall be made in writing and delivered, via FAX, e-mail, mailed to Palm 6 Springs Police Department as follows: 7 8 PAYMENT MILESTONE AMOUNT DUE -Upon Contract Execution $58,800.00 -Upon completion Alliance Software Installation $24,452.83 Upon completion of Bio-Key and Task 5 Software Installation $24,452.83 Upon completion of RMS and FOR Subsystem Training $24,452.83 Upon completion of MDS Subsystem Training $24,452.83 Upon completion of Final System Completion $24,452.81 TOTAL $181,064.13 Upon expiration of the Warranty Period. CYRUN Application Software First Year Annual Maintenance $60,290.00 Upon expiration of the Warranty Period. Bio-Key Virtual Cop Mobile Software First Year Annual Maintenance $11,426.40 9 Payment shall conform to Section 5.0, 5.1, 5.2, 5.3 of this Agreement. �10 t Page I of I Palm Springs PO Exhihi Project Milestone and Paymenr Schedule 06-30-06 Cyrun Initialy� Customer Initials: CYRUN APPLICATION SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT FOR PALM SPRINGS POLICE DEPARTMENT ' Cyrun Initials: Customer Initials: TABLE OF CONTENTS PAGE • 1. Definitions........................................................................... 1 2. Maintenance Services................................. • --- --- ......... 2 3, External System Modifications.................................................. 6 4. Telephone Support.... ------•.................................................... 6 5. Customer Responsibilities-....... ............................................... 7 6. Remote and On-Site Maintenance............................................. 7 7. Term...............................• ---•-- .......................................... 7 8. Price and Payment......................... ...............•----................... 7 9. Proprietary Rights.................................................................. 8 10. Copyright and Reproduction.................................................... 8 11- Limited Warranty and Disclaimer............................................... 8 12. Limitation of Liability------------................................................. 9 13. Uncontrollable Conditions................................................... 9 14. Confidential Information...................................................... 9 15. Taxes........................------------------------............................... 10 16. Patent and Copyright Indemnity...-.----_....... ........................ 10 17. Assignment................................. -- • ..................... 10 18. Legality................................................------------------.......... 10 19. Choice of Law, Venue, and Jurisdiction.................................... 10 20. Equitable Relief................................•. •• .......... 11 21. validity................................ .. ........................................ 11 22. Attorney's Fees.......................................... ...................... 11 ' 23. Termination....................................................................... 11 24- Representative and Notices................................................... 11 25. Insurance........................................................................... 12 26. Independent Contractor......................................................... 12 27. Waiver..................................................................... .•------ 12 ' 28. Headings___.................................................................... 12 29. Corporate Authority..............................• ---......................... 12 ' Page i of u Palm Springs PDT Support and Maintenance Agreement Cyrun Initials: Customer initials: 30. Additional Sezvices.................•-•-----------------------.................... 13 t • t Page ii of ii t Palm Springs PO S are Support and Maunenance Agieenient Cyrun Initials: Customer Initials: I CYRUN APPLICATION SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT 2 3 This APPLICATION SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT • 4 ("Agreement") is entered into as of October 9, 2006 by and between the City of Palm Springs 5 ("Customer"), located at 200 South Civic Dr., Palm Springs, CA 92263 and Cyrun, a 6 corporation organized under the laws of the State of California("Cyrun"), located at 125 Water 7 Street, Suite A2, Santa Cruz, CA 95060, as an addendum to the PROFESSIONAL SERVICES 8 AND SOFTWARE LICENSE AGREEMENT ("Software License Agreement") entered into as 9 of the same date by and between the same parties. This agreement may refer to Cymn and 10 Customer as the"parties," or may to refer to Cyrun or Customer as "party" to the Agreement. 11 1 12 TERMS AND CONDITIONS 13 14 In consideration of the mutual covenants and conditions hereinafter set forward, the • 15 parties agree as follows: 16 17 1. Definitions. As used in this Agreement, unless the context otherwise requires, the • 18 following terms shall have the meanings set forth below: 19 a. Cyrun APPLICATION SOFTWARE The term"Cyrun Application Software" 20 means any software owned and licensed by Cyrun and installed as a part of the 21 System, whether in machine readable or printed form, including any • 22 Customization Modifications, or Updates, and all related Documentation. The 23 term may be used as representative of all Cyrun Application Software and 24 modules or subcomponents thereof(i.e., modules, interfaces). 25 b. Cyrun CUSTOM SOFTWARE shall mean any Cyrun code, modules or 26 applications that are customized, modified or developed specifically for Customer ' •27 under the terms of the Software Licenses Agreement, whether in machine 28 readable or printed form. 29 c. LICENSED SOFTWARE shall mean all Cyrun APPLICATION SOFTWARE, 30 and Cyrun CUSTOM SOFTWARE (including without limitation, the design 31 thereof, documentation and other information relating thereto, copyright, patent, 32 trade secret, trademark, and other intellectual and proprietary rights therein) 1 33 which are famished as part of the SYSTEM and licensed under the provisions of 34 the Software License Agreement. 35 d. THIRD PARTY APPLICATION SOFTWARE shall mean any software product 36 manufactured by a third party which is resold to Customer as part of the 37 SYSTEM. 38 e_ THIRD PARTY HARDWARE shall mean computer hardware manufactured by a 39 thud party which is resold by Cyrun to Customer as part of the SYSTEM. 40 f MAINTENANCE RELEASE shall mean an update to the LICENSED 41 SOFTWARE which repairs any known or discovered problems in SYSTEM 42 operation or performance. 43 g. ENHANCEMENT RELEASE shall mean an update to the LICENSED 44 SOFTWARE which either extends the capabilities of existing system functions 45 and features, or adds new minor functional components. A Customer who has 46 received and installed all available ENHANCEMENT RELEASES shall be said 47 to be operating the CURRENT ENHANCED RELEASE. Page 1 of 13 Palm Springs PD S tiw. c Suppon and Maintenance Agreement 9/7/06 Cyrun Initials: Customer Initials: I h. MAJOR VERSION CHANGE is defined as a significant revision of the system 2 architecture, including but not limited to: operating system changes; client/server 3 database changes; interface modifications; change of programming language. 4 L MAJOR VERSION LEVEL shall mean the particular whole number increment 5 assigned to a given release of Cyrun APPLICATION SOFTWARE or 6 APPLICATION SOFTWARE MODULES (e_g_ Lx, 2.x, etc.). 7 j. SYSTEM shall mean the collective whole of all computer software and hardware 8 licensed and/or resold by Cyrun to Customer under the terms of the Software 9 License Agreement, including without limitation, any subsequent software 10 improvements and updates, as defined in subparagraphs a through j, above. l I k. Warranty Period. The temr "Warranty Period"means (a) with respect to Cyrun 12 Application Software the thirty(30) day period following the date of Final System 13 Completion by Palm Springs Police Department, and (b)with respect to Third- 14 Party Software and Hardware, the applicable warranty period provided by the 15 respective manufacturer upon installation. 16 17 2. Maintenance Services. During the term of this Agreement, subject to the terms and 18 provisions of this Agreement, Cyrun shall maintain the Cyrun Application Software as 19 follows: 20 a. Promptly upon the release of any MAINTENANCE RELEASE to the 21 LICENSED SOFTWARE developed by Cyrun, Cyrun shall furnish said update to 22 Customer at no additional cost, provided that Customer has paid the annual fee set 23 forth in paragraph 8 below, for enrollment in Cyrun's Comprehensive Services 24 Plan, as described below. 25 b. Promptly upon the release of any ENHANCEMENT RELEASE to the 26 LICENSED SOFTWARE developed by Cyrun, Cyrun shall furnish said update to 4W7 Customer at no additional cost, provided that Customer has paid the annual fee set 28 forth in paragraph 8 below, for enrollment in Cyrun's Comprehensive Services t 29 Plan as described below. If CUSTOMER has not elected and paid the annual fee 30 for the Comprehensive Services Plan, Cyrun will offer ENHANCEMENT 31 RELEASES to Customer for a license and installation fee to be quoted by Cyrun 32 at the time of availability of said ENHANCEMENT RELEASE. 33 C. Promptly upon the release of any MAJOR VERSION CHANGE to the 34 LICENSED SOFTWARE developed by Cyrun, Cyrun shall offer said update to 35 Customer for a license and installation fee to be quoted by Cyrun at the time of 36 availability of said MAJOR VERSION CHANGE. 37 d. Installation of MAINTENANCE RELEASES, ENHANCEMENT RELEASES, or 38 MAJOR VERSION CHANGES will be scheduled with the CUSTOMER in 39 advance, and proper data back-up and security procedures will be followed to 40 assure a smooth transition with minimal loss of service. 41 e. When installing MAINTENANCE RELEASES, ENHANCEMENT RELEASES, 42 or MAJOR VERSION CHANGES, Cyrun will endeavor to ensure that all 43 existing data files will be usable or convertible to the release being installed. 44 f. Prior to license or installation of any MAINTENANCE RELEASE, 45 ENHANCEMENT RELEASE, or MAJOR VERSION CHANGE, Cyrun shall 46 notify Customer of any required addition or upgrade of third-party software or • Paget or 13 Palm Springs PO i• a •support and Mamtenance Agreement 9/7/06 Cyrun Initials: Customer Initials: I hardware. The expense of such required additions or upgrades shall be born by 2 Customer. 3 g. Cyrun shall promptly correct at its expense any problem in the unaltered 4 SYSTEM which prevents the SYSTEM fiom performing in substantial 5 conformance with Cyrun's response to the Customer's Request for Proposal, 6 subject to the following conditions and limitations: 7 (1) Customer shall identify and notify Cyrun of the problem to be corrected in • 8 accordance with the Teclmical Support Use and Response Guidelines 9 contained in this document. 10 (2) The problem can be duplicated. 11 (3) The problem is caused by a bug or defect attributable to the unaltered 12 SYSTEM, as differentiated from any cause external thereto. 13 (4) Due to the complex nature of computer software, Cyrun does not represent 14 that the LICENSED SOFTWARE is compatible with all equipment or 15 software configurations; and hence, Cyrun's obligation to correct 16 problems does not cover any component of the SYSTEM used in other • 17 than its customary manner, or to any defect that results from any 18 mishandling, abuse or improper storage of any of the components o£tlre 19 SYSTEM, including use of the SYSTEM in conjunction with any 20 equipment which is electrically or mechanically incompatible with or of 21 inferior quality to the components of the SYSTEM, or failure to maintain 22 the enviromnental conditions specified by the manufacturers of the 23 components of the SYSTEM. 24 (5) Promptly upon notification by Customer, Cyrun will diagnose the problem ' 25 to detennine whether or not its cause is a bug or defect attributable to the 26 unaltered SYSTEM, as differentiated from any cause external thereto. If 027 the problem is diagnosed to be caused by a source external to the • 28 SYSTEM, Customer shall be billed at Cyrun's then current time and 29 materials rates 1'or all diagnostics and problem determination. 30 (6) Upon a MAJOR VERSION LEVEL change, Cyrun shall only be 31 responsible to provide maintenance and support services for Customer's 32 installed MAJOR VERSION LEVEL for a period of 1 years after release 33 of the last ENHANCEMENT RELEASE thereof. At its option, Cyrun 34 may then terminate its obligations under this Agreement by written notice 35 thereof to Customer. Thereafter, any maintenance and support services 36 will be provided and billed at Cyrun's then current time and materials • 37 rates. 38 (7) Cymn is obligated to correct problems only to the unaltered SYSTEM. 39 Any change or modification to the SYSTEM or the operating environment 40 specified by Cyrun or other manufacturers of the components of the 41 SYSTEM, without Cyrun's written permission, is a violation of this 42 Agreement; in which event, at its option, Cyrun may terminate its 43 maintenance obligations under this Agreement by written notice thereof to 44 Customer. Thereafter, any maintenance services will be provided and 45 billed at Cyrun's then current time and materials rates. Page 3 of 13 Palm Sprmgs PD So'f 1�Support and Maintenance Agreement 9/7/06 Cyrun Initials: �� _. Customer Initials: 1 (8) If Cyrun corrects any problem from a cause external to the SYSTEM, the 2 service will be provided and billed at Cyrun's then current time and 3 materials rates. 4 (9) Nonpayment by Customer for any maintenance service provided and 5 billed hereunder by Cymn shall constitute a breach of this Agreement and 6 in addition to any other remedies available, Cyrun may withhold 7 performance of other services hereunder until payment is made- 8 9 h. Support Services 10 CYRUN supports and warrants its products on a yearly basis. 11 (1) Comprehensive Services Plan: 12 (a) Emergency technical support and remote-control troubleshooting 13 available 24 hours a day ' 14 (b) All Enhancement Releases to Cyrun Application Software 15 (c) Installation of all Maintenance Releases to Cyrun Application Software 16 (d) Updates and replacement of Cyrun Application Software 17 documentation 18 (e) Membership to CYRUN's ALLIANCE User Group 19 (2) Technical Support Use and Response Guidelines 20 (a) CYRUN authorizes the use of its technical support service to two 21 customer staff members (generally the Support Services Technician and 22 their back-up system administrator) plus whatever most senior CYRUN - ' 23 trained supervisor is on-duty during a Critical Problem situation (see ' 24 below definitions). The goal is to assure that user questions are first 25 reviewed by qualified on-site personnel. 26 (b) Technical support hours for operational questions and Non-Critical 027 Problems are 9:00 a.m. to 5:00 p-m. Pacific Tirne, Monday through Friday 28 (closed on observed national holidays). Most operational questions will 29 be answered immediately, and Non-Critical problems will be documented 30 at the time of call. If a support engineer is not available for immediate 31 consultation, CYRUN will contact customer within one business day_ ' 32 (3) Critical Problem Resolution 33 (a) CYRUN defines a Critical Problem condition as existing when a Cyrun 34 Application Software module becomes largely dysfunctional, such that 35 some portion of Department computing operations are suspended. For : 36 conditions believed to be Critical, a CYRUN engineer may be reached 24 ' 37 hours a day via alphanumeric pager, with a call-back within one hour. 38 (b) If the CYRUN engineer and the authorized customer representative— ! 39 upon reviewing the system status—agree that a Critical Problem exists, 40 the problem will be remedied via remote computing hook-up or a senior 41 engineer will arrive for on-site resolution. The timeframe for dispatching 42 an engineer to the client site for Critical Problems varies based on the ' 43 portion of the system affected. The guidelines—from date and time of 44 notification to arrival on-site--rare as follows: 45 (1) Computer-Aided Dispatch—within 32 hours 46 (2) Officer Reports—within 3 days 47 (3) Records Management—within 5 days Page 4 of 13 Palm Springs PD Syggqfr/w/afc Support and Mamtcnance Agrcomcni 917/06 Cyrun ITutiat5:O !l Customer initials; 1 (4) All other modules and SYSTEM functions—within 5 days 2 (4) Migration and Upgrade Policies 3 (a) As the Cyrun Application Software continually undergo refinement 4 and enhancement, there is no set schedule for updates. Installation of new 5 software will be scheduled with the client in advance, and proper back-up 6 and security procedures will be followed to assure a smooth transition 7 with no loss of service. 8 (b) When installing maintenance releases, enhancements, or version 9 upgrades, CYRUN will ensure that all existing data files will be usable or 10 convertible to the release being installed. Training materials and 11 documentation updates will be provided as appropriate to accompany 12 installation of new software releases. If a new software release requires 13 addition or upgrade of third-party software or hardware, costs for purchase 14 of such will be bome by the Customer. 15 (c) Sites wishing to license Optional Cyrun Application Software Modules 16 who are not currently enrolled in the Application Software Support and 17 Maintenance Agreement may be required to pay upgrade/update fees to 18 bring their Cyrun Application Software up to the current Major Version 19 (see below). Upgrade fees will be based on a combination of factors 20 including Customer's original system license, estimated conversion labor 21 from presently installed version, and current new system license price 22 schedules. 23 (d) The Application Software Support and Maintenance Agreement 24 includes no-charge license and installation of Licenses Software 25 Maintenance Releases. 26 (e) Only the Application Software Support and Maintenance Agreement W7 includes no-charge license and installation of System Enhancement 28 Releases. An Enhancement Release is defined as an extension of existing 29 functional system elements and additions of new minor functional 30 components_ A site which has received all available Enhancement 31 Releases for their Major Version is said to be operating the Current 32 Enhanced Release. 33 (f) Major Version Changes to the Cyrun Application Software Modules 34 will not normally be provided as part of either Services Plan_ CYRUN may, 35 at its sole discretion, choose to offer such version upgrades at no-charge to i 36 clients enrolled in the Application Software Support and Maintenance 37 Agreement. 38 39 3. External System Modifications. Cyrun shall not be responsible for changes and/or 40 modifications to any external systems or the installation of any new external systems 41 which occur subsequent to Final System Completion as defined in the Professional 42 Services and Software License Agreement. In order to remain on the Cyrun maintenance 43 program provided in the Agreement, compatibility of the SYSTEM with external systems 44 must be maintained. In the event that any external system is modified subsequent to said 45 final acceptance, Customer shall notify Cyrun in writing of any such change or 46 modification immediately upon receipt of notification from the respective agency, and 47 request that Cyrun prepare a proposal to include a time and cost estimate for modification • Page 5 of 13 Palm Springs Pp So var Support and Mamtenance Agimnent 9/7/06 Cyrun Initials: Customer Initials: I of the SYSTEM to make it compatible with the change or modification to the external 2 system_ As promptly as possible after such notification, Cyrun shall furnish a written 3 proposal to Customer to modify the SYSTEM to make it compatible with the external • 4 SYSTEM, provided the required modifications are commercially, technically and 5 practically feasible. On receipt of Cyrun's proposal, Customer shall determine whether it 6 requires the work to be performed, and if so, shall issue a written Notice to Proceed, at 7 which time Cyrun shall perform the necessary modifications for the additional 8 compensation mutually agreed upon in writing by the parties. In the event Customer 9 does not issue a written Notice to Proceed, Cyrun shall not be responsible for any 10 incompatibility with or disconnection from the external system. 11 12 4, Telephone Support. Anticipating that many perceived problems with the Cyrun 13 Application Software Modules may be corrected by telecommunications, Cyrun has 14 instituted Cyrun Immediate Response Telephone Support ("CIRTS"). Calls by Customer 15 to CIRTS will be accepted by Cyrun from 9:00 a.m. Pacific time to 5:00 p.m. Pacific 16 time, Monday through Friday, (closed on observed national holidays). Responses to such 17 calls from Cyrun will be provided during the same time frame. Cyrun shall use its best 18 efforts to resolve problems promptly, and by telecommunications where feasible. 19 Customer shall designate in writing to Cyrun by name no more than two of its employees 20 as official representatives of Customer to use CIRTS. Perceived problems with the 21 SYSTEM shall be reported only by said designated employees on CIRTS. Cyrun 22 reserves the right to bill for Customer abuse of the CIRTS service. Refer also to the 23 Technical Support Use and Response Guidelines contained in this document. 24 Examples of Customer abuse may include, but not limited to: 25 Un-authorized personnel calling CIRTS. 26 Call repeatedly made to CIRTS related to LAN/WAN or 07 other non-Cyrun related components. 28 29 5. Customer Responsibilities. Customer shall be responsible, without limitation, for the 30 following: 31 a. At its expense, Customer shall install and maintain for the duration of this 32 Agreement computer hardware, communication equipment, telephone lines, 33 cabling dial-back modem, VPN and all other reasonably necessary 34 connnunications equipment to enable Cyrun, where feasible, to correct Cyrun 35 Application Software problems by telecommunications. Customer shall also 36 install and maintain a secondary/backup computer with the necessary modem in 37 the event that the primary equipment is out of service. • 38 b. Customer shall provide Cyrun with adequate personnel and work space, if 39 necessary, for perfonnance of its maintenance services hereunder. 40 C. Customer shall provide Cyrun with sufficient support and test time on Customer's 41 computer system for Cyrun to perform its maintenance services hereunder. 42 d. At its expense, Customer shall furnish to Cyrun all necessary supplies, such as 43 paper and magnetic/optical media,reasonably necessary for Cyrun to perform its t 44 maintenance services hereunder. 45 46 6. Remote and On-Site Maintenance. Where feasible, Cyrun shall endeavor to correct 47 Cynm Application Software problems by remote diagnostics via telecommunications and ' • Pagc 6 of 13 ' Palm Spriggs PO Sl rc Su pon wd Maintenance Agreement 917/06 Cyrus hiltials: Customer Initials: I VPN. In order for Cyrun to properly support the CUSTOMER, Symantec's 2 pcANYWHERE© and GoToMyPC is required on any Alliance enabled 3 workstation/server, along with granting Cyr n's support staff Administrative rights to the . 4 Domain, servers and workstations. VPN access must be provided by Customer to Cyrun 5 personnel. If the problem cannot be corrected by such remote diagnostics, with 6 Customer's authorization, Cyrun will send one or more specialists to Customer's site to 7 correct the problem as outlined in this document. 8 9 7. Term. The first term of this Agreement shall commence on the expiration of the Thirty 10 (30) day warranty period under the Professional Services and Software License 11 Agreement, and shall continue for a period of five (5) years thereafter as described in the 12 Professional Services and Software License Agreement Software License Agreement. 13 This agreement shall automatically renew for additional one year increments after the 14 initial five(5) years contract unless either party shall notify the other party of the intent to 15 terminate this agreement at least thirty(30) day prior to the expiration of the then current 16 term_ 17 18 8. Price Ind�Pa mm entm ent. In consideration of Cyrun's maintenance services hereunder, and the 19 reduced cost of the Cyrun Application Software, the City of Palm Springs has agreed to a 20 binding five (5) year support contract payable annually. Customer shall pay to Cyrun the 21 fees for the Application Software Support and Maintenance Agreement at a rate defined 22 in Exhibit A, Pricing. The payment for the first term of this Support and Maintenance 23 Agreement shall be due upon the expiration of the software warranty as define by the 24 Warranty Period. In the event that the first tern payment is not receive within 45 days of 25 the expiration of the software warranty, the City of Palm Springs has agreed to pay Cyrun 26 the remaining balance of the five (5) year support contract or the amount that Cyrun •27 discounted the Cyrun Application Software, which ever is less. Additional licenses will 28 add an additional support fee of 18% of the cost of said licenses to the base support fee. 29 Purchase of any Cyrun Application Software not part of the original Agreement shall 30 have a support fee based on the current rate. 31 ' 32 9. Prolprietary Ri0its. The original and any copies of the LICENSED SOFTWARE shall 33 remain the valuable property of Cyrun. Customer shall take all reasonable and necessary 34 steps to insure that the Software License Provisions of the Software License Agreement 35 are not violated by any person or entity in Customer's service or under Customer's 36 control, and Customer shall not, nor shall it cause or permit any such person or entity to 37 disassemble, reverse engineer or in any manner change, modify or tamper with the 38 LICENSED SOFTWARE. 39 40 10. Copydght and Reproduction. Customer may not copy or allow anyone else to copy, or 41 otherwise reproduce any part of the LICENSED SOFTWARE, except to make backup 1 42 copies which are necessary for Customer's internal data processing needs and in i 43 conformance with the Software License Agreement. Customer may not remove or omit 44 any copyright,trademark or other proprietary notices from the LICENSED SOFTWARE 45 and Customer shall reproduce and include all copyright, trademark and other proprietary 46 notices on all such backup copies. The existence of any copyright notice on any item of • Page 7 of 13 Palm Springs PA So a Suppon and Mainlen:mce ASrecmcnt 9/7/06 Cyrun Initials: ✓ — Customer Initials: I LICENSED SOFTWARE shall not be construed as an admission or presumption that 2 publication of such item of software has occurred. 3 • 4 11. Limited Warranty and Disclaimer. Cyrtm warrants that it holds title and/or copyright to 5 all LICENSED SOFTWARE furnished pursuant to this Agreement as part of the 6 SYSTEM. THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU 7 OF, AND CYRUN SPECIFICALLY DISCLAIMS, ALL OTHER WARRANTIES, 8 EXPRESSED OR IMPLIED. 9 10 12. Limitation of Liabilit . 11 a. Cyrun's sole undertaking under this Agreement is limited to furnishing the 12 maintenance services provided herein, in accordance with the terms and 13 conditions of this Agreement. Operation and use of the SYSTEM are the sole 14 responsibility of Customer 15 b_ The obligations of Cyrun under this Agreement shall not be interpreted, either 16 expressly or impliedly, as being for the benefit of or creating any obligation 17 toward any person or entity other than Customer, Cyrun's obligations under this 18 Agreement being extended solely to Customer and for its benefit. 19 c. FOR BREACH OF ANY WARRANTY OR OTHER OBLIGATION OF 20 CYRUN IN THIS AGREEMENT, CYRUN SHALL IN NO EVENT BE 21 LIABLE FOR ANY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL 22 DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME., 23 REVENUE OR PROFIT, INCREASED OPERATING EXPENSES, FAILURE 24 TO REDUCE OPERATING EXPENSES, OR LOST TIME OR 25 INFORMATION, WHETHER SUCH DAMAGES WERE FORESEEABLE OR 26 NOT AT THE TIME THIS AGREEMENT WAS ENTERED INTO. CYRUN'S 027 LIABILITY FOR ANY AND ALL SUCH BREACHES COMBINED SHALL 28 NOT EXCEED IT'S COMMERCIAL,GENERAL LIABILITY INSURANCE. l 29 i 30 13. Uncontrollable Conditions. Cynm shall not be liable under this Agreement for any loss 31 or damage to Customer due to delay in delivery or other performance failures resulting 32 from any cause beyond Cyrun's reasonable control. Such causes shall include, but are 33 not limited to, compliance with regulations that affect programming changes to the 34 System, communications links to external systems, civil or military authority, acts of 35 God, acts of the public enemy, acts or omissions of Customer, electrical power surges or 36 content fluctuations, lightning strikes, floods, strikes, lockouts, embargoes, wars, riots, 37 insurrections, fuel shortages, default or delay of suppliers, delays in transportation and 38 loss or damage of goods in transit. Notwithstanding the above,both parties shall use 39 their best efforts to minimize the adverse consequences of any such condition. 40 41 14. Confidential Information. 42 a. It is expressly understood between the parties that: (1) all Cyrun APPLICATION 43 SOFTWARE programs, Cyrus CUSTOM SOFTWARE code and/or programs 44 and related documentation, (2) all information, written or oral, resulting from 45 Cyrun's furnishing of the SYSTEM to Customer, including but not limited to any 46 and all test, studies, analyses, written materials or documentation, and (3) the 47 SYSTEM configuration and unit pricing and extensions thereto, constitute Page 8 of 13 Patin Springs PD Sv_t.m!5uppon and Maintenance Agreement 9/7/06 Initials:�tials:_ l I Customer Initials: 1 proprietary information the nature of which is a trade secret of Cyrun 2 ("Confidential Information"). Customer acknowledges that intentional and 3 unauthorized dissemination of any Confidential hifonmation(including without • 4 limitation, disassembly or reverse engineering of Cyrun APPLICATION 5 SOFTWARE, and/or Cyrun CUSTOM SOFTWARE code and/or programs) 6 could cause irreparable harm to Cyrun, and thus agrees not to disclose, transfer, 7 provide or otherwise make available, in any fonrT, any Confidential Information to 8 any person or entity other than Customer's employees, agents or authorized 9 personnel without the prior written consent of Cyrun. 10 b_ Customer shall be fully liable for loss or damage incurred by Cyrun as a result of I I the intentional release of Confidential Information by Customer or its agents. 12 Customer's obligations under this section shall survive the termination, 13 cancellation or rescission of this Agreement, and/or of the license hereunder of 14 the LICENSED SOFTWARE. CUSTOMER'S LIABILITY FOR ANY AND ALL 15 SUCH BREACHES SHALL NOT EXCEED THE TOTAL PRICE TO BE PAID BY 16 CUSTOMER UNDER THIS AGREEMENT.NOR SHALL CUSTOMER'S 17 GENERAL LIABILITY EXCEED ITS INSURED VALUE. 18 19 15. Taxes. The price for the maintenance services under this Agreement is exclusive of local, 20 state and federal sales, excise, personal property or other similar taxes or duties, and any 21 such taxes or duties arc assumed and to be paid by Customer. 22 23 16. Patent and CopyriRbt Indemnity. Cyrun agrees to defend, at its sole cost and expense 24 including attorney fees, any lawsuits against Customer that are based upon a claim that 25 any item of LICENSED SOFTWARE fumished under this Agreement directly infringes 26 a patent or copyrigbt� and to pay costs and damages finally awarded in any such suit, •27 provided that Customer promptly notifies Cyrun in writing of any such claim, Cyrun is 28 given full control of the claim and any suit related thereto, and Customer cooperates with 29 Cyrun in rendering all requested reasonable assistance for defense of the suit. This 30 indemnity does not extend to any suit based upon any infriugement or alleged 31 infringement of copyright or patent by the combination of any item of LICENSED 32 SOFTWARE furnished by Cynm with other elements provided by Customer. If Cynm 33 looses such suit, and it is ordered that the LICENSED SOFTWARE be removed from the 34 Customer site, Cyrun shall refund to the Customer, the prorated cost under this 35 agreement. The foregoing states the entire liability of Cynm for patent or copyright 36 infringement related to the LICENSED SOFTWARE. 37 38 17. Assignment. Customer sli all not assign, encumber or otherwise transfer any interest in 39 this Agreement, without the prior written consent of Cyrun. 40 41 18. Legality. This Agreement and the parties' performance hereunder shall comply with all 42 applicable federal, state and local laws,rules, regulations, court orders, and governmental 43 agency orders_ Without limiting the generality of the foregoing: 44 a. The parties shall adhere to all applicable health, safety and environmental laws, 45 rules, regulations, and orders, including those of the Occupational Safety and 46 Health Administration. 1 I i I Page 9 of 13 I Palm Springs PD Soft e5upport and Maintenance Agreement 9/7/06 Cyrun Initials: Customer Initials: I b. Unless exempt under the rules and regulations of the Secretary of Labor or other 2 proper authority, this Agreement is subject to all applicable execution, federal, 3 state and local laws, rules, regulations, court orders and governmental agency • 4 orders relating to equal opportunity and nondiscrimination in employment. Cyrun 5 expressly agrees not to discriminate in its employment practices against any 6 person by reason of race, religion, color, age, sex or national origin and agrees to 7 comply with the applicable provisions of such laws, rules, etc., as well as all haws, 8 rules, etc. relating to the employment of the handicapped, the employment of 9 veterans, or the employment of women and minority business enterprises. 10 11 18. Choice of Law, Venue and Jurisdiction. interpretation and enforcement of this 12 Agreement shall be governed by the laws of the State of California. The venue for any 13 arbitration or court proceeding arising out of or in connection with this Agreement shall 14 be in Riverside County, California. Jurisdiction of any such court proceeding shall be in the 15 courts of the State of California. 16 17 20. Equitable Relief. Notwithstanding anything in this Agreement to the contrary, if the is resolution of any dispute which cannot be settled first by the negotiation of the Parties, 19 reasonably requires the imposition of injunctive or other equitable relief, the aggrieved 20 ,Party may commence a lawsuit to obtain such injunctive or other equitable relief. 21 22 21. Validity. The invalidity in whole or in part of any provision of this Agreement shall not 23 void or affect the invalidity of any of the other provisions of this Agreement. 24 25 22. Attorney',s Pees. In the event any legal proceeding is instituted to enforce any term or 26 provision of this Agreement, the substantially prevailing party in said legal proceeding 027 shall be entitled to recover attorney's fees and costs from the opposing party in an 28 arnount determined by the Court to be reasonable. 29 30 23_ Termination. In light of the reduced cost of the Cyrun Application Software, the City of 31 Palm Springs has agreed to a binding five (5) year support contract payable annually. If 32 the City of Palm Springs elects to cancel the five (5) year support contract through no 33 fault of Cyrun, the City of Palm Springs has agreed to pay Cyrun the remaining balance 34 of the five (5) year support contract or the amount that Cymn discounted the Cyrun 35 Application Software, which ever is less. 36 i 37 24. Representatives and Notices. The Chief of Security or his designee shall be the ! 38 representative of Customer for purposes of this Agreement and may issue all consents, 39 approvals, directives and agreements on behalf of the Customer, called for by this 40 Agreement, except as otherwise expressly provided in this Agreement. • 41 42 All notices and written communications sent by one party to the other shall be personally • 43 delivered or sent by registered or certified U.S. Mail, postage prepaid, return receipt 44 requested to the following addresses indicated below: 45 Cyrun Palm Springs Police Department Attn: Darrell Lucra Attn: Capt. Ron Slarrs 125 Water Street, Suite A2 PO Box 1830 Page 10 of 13 Palm Spnrsgs PD So&wan upport and Maintenance AFrccmcnt 9/7/06 Cyrun Initials: Customer Initials: i Santa Cruz,CA 95060 Palm Springs, CA 92263 Phone: (831)458-0949 Phone: (760) 323-8120 Pax: (831)459-9406 Fax: (760)779-8448 Email:Darrell@Cynm_cotn Email:Ron.Starrs@PalmSprings-CA.gov 1 2 The effective date of any notice or written communication sent by one party to the other 3 shall be the date received or by personal service or 48 hours after deposit in the U.S. Mail 4 as reflected by the official U.S. postmark. 5 6 Either party may change its address by giving notice in writing to the other party- 7 8 25. Insurance. Cyrun shall obtain any kinds and amounts of insurance which, in its 9 own judgment,may be necessary for the property protection of any of its officers, 10 employees, agents or authorized subcontracts own actions during the performance of this 11 Agreement. 12 13 26. Independent Contractor. The parties hereto acknowledge and agree that the relationship 14 between Customer and Cyrun is one of principal and independent contractor and no 15 other. Nothing contained in this Agreement shall create or be construed as creating a 16 partnership,joint venture, employment relations, or any other relationship except as set 17 forth between parties. The parties speci 6cally acknowledge and agree that Cyrun is not a 18 partner with Customer, whether general or limited, and no activities of Customer or 19 Cyrun or statements made by Customer or Cyrim shall be interpreted by any of the 20 parties hereto as establishing any type of business relationship other than an independent 21 contractor relationship. 22 •23 27. Waiver. No waiver or any provisions of this Agreement shall be effective unless in 24 writing and signed by a duly authorized representative of the party against whom 25 enforcement of a waiver is sought. The waiver of any right or remedy in respect to any 26 occurrence or event, shall not be deemed a waiver of any right or remedy in respect to 27 any other occurrence or event, nor shall any waiver constitute a continuing waiver. 28 29 28. Headings. Section and subsection headings are not to be considered part of this 30 Agreement, are included solely for convenience, and are not intended to modify or 1 31 explain or to be a full or accurate description of the content thereof. 32 33 29. Corporate Authority. The persons executing this Agreement on behalf of the Parties 1 34 warrant that they are duly authorized to execute this Agreement on behalf of said Parties 35 and that by doing so, the Parties hereto are formally bound to the provisions of this 36 agreement. 37 38 30. Additional Services. Cyrun shall not receive compensation for any services provided 39 outside the scope of this Agreement unless such additional services, are approved in 40 writing by Customer prior to Cyrun performing the additional services. It is specifically 41 understood that oral requests or approvals of such additional services, change orders or 42 additional compensation and any approvals from the Customer shall be barred and are 43 unenforceable_ i Page I I of 13 I Palm Springs PO So�tw,re.support and Maintenance A67cement 9/7/06 Cyrun Initials: Customer Initials: I IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by there 2 duly authorized officers as of the date set forth in the above preamble- 3 4 Cyrun � City ofPalni Springs /� g Named �Z L Loov� Name: Vt� (h Title:V? of G�l �i"'P. s ✓/car Title: �i1�V ��.:p.�ER 1 .. 1 - - Date: Date: ! fhv Title: „ Date: Approved as TentV.: t t Approved as ApPROVEC BY CCiY COUNCIL m9 'lea\ \o•\`� a b �5� s t Page 12 of 13 i S are Support and Maintenance t ee A ment 9/7/06 i Palm Springs PO., pp g Cyrun Initials: ' Customer Initials: