HomeMy WebLinkAbout04749 - TIBURON TOLLING AGR POLICE COMPUTER JUL, Zh. 2UU9 2;9INM 11BUKUN 1NU Tiburon
Tolling Agr
AGREEMENT #4749
CM signed 8-8-03
. TOLLING AGREEMENT
This Tolling Agreement("Agreement")is dated, for references purposes only, as
of June 17, 2003 by and among the City of Palm Springs, a municipal corporation (the
"City"), and Tiburon, Inc. ("Tiburon"). Collectively, the City and Tiburon shall be
referred to herein as the"Parties."
RECITALS
A. On February 8, 1999, the City and Tiburon entered into a Contract
Services Agreement for Computer Assisted Public Safety System. The February 8, 1999
Contract Services Agreement was subsequently amended by Contract Amendment No.
01. A copy of the February 8, 1999 Contract Services Agreement for Computer Assisted
Public Safety System and Contract Amendment No, I are attached hereto as Exhibit"A'
and incorporated by this reference (hereinafter the February 8, 1999 Contract Services
Agreement for Computer Assisted Public Safety System and Contract Amendment No. I
shall be referred to as the"Contract").
B. A dispute has arisen between the City and Tiburon regarding the services
performed by Tiburon and the payment of the contract balance by the City to Tiburon. In
an effort to resolve the dispute, the City and Tiburon desire to toll all statutes of
limitations pertaining to all potential causes of action that the Parties may have arising
out of the Contract,
AGREEMENT
NOW, THEREFORE, for valuable consideration, the Parties hereby agree as
follows:
I. Tolling Term. This Agreement shall become effective on May 16, 2003
("Effective to"), The tolling provided herein shall continue until the earlier of(i) one
hundred and eighty (180) days from May 16, 2003 or (il) sixty (60) days after written
notice by the City and/or Tiburon of the termination of the tolling provided herein
2. ToIgQmZ. The running of all statutes of limitations and the application of
the doctrines of laches, waiver and estoppel to the parties potential claims and causes of
action, both legal and equitable, arising out of, relating or pertaining to the Contract, its
terms, conditions or performance, including any and all violations of, or claims and
causes of actions relating to or arising from,the Contract and any and all other laws,rules
and regulations, shall be tolled for the Term of this Agreement as sot forth in Section 1
above. In entering into this Agreement,the parties do not acknowledge or agree that the
cause of action which may be tolled hereunder exist in fact or in law.
3. Notices. All notices required or permitted pursuant to this Agreement
shall be in writing and shall be delivered, mailed, or transmitted to the parties at the
following addresses. Each notice shall be deemed effective and given upon receipt, if
personally delivered or delivered by same day or overnight courier; upon the date of
.1-
I0031001l24629 v1
07/25/2003 FRI 14:27 [TX/RX NO 987R1 0 nna
JUL. 25. 2003 2:07PM TIBURON INC NO, 3749 P. 4
(� receipt as specified in tho return receipt, if sent by certified mail with a return receipt
requested; on the day of receipt if transmitted by telecopier on a business day prior to
2:00 p.m., and on the next business day following the date of receipt if transmitted by
telecopier after 2:00 p.m.; or on the third(P) day after mailing, if mailed via first class
mail,certified,postage prepaid,addressed as follows:
If to the City of Palm Springs:
City of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,California 92263-2743
Attn: City Manager
With a copy to:
Aleshire&Wynder,LLP
18881 Von K mlan Ave., Suite 400
Irvine, California 92612
Attn: Aaron C.Harp
If to Tiburon:
Tiburon, Inc.
39350 Civic Center Drive, Suite 280
Fremont,California 94538-2331
^� Attn: Randy Brine
Each notice shall be dated. A party may change its address for notice purposes by
giving notice of such change to the other patty(s)as provided in this paragraph.
4. No Admission. The Parties aclmowledge and agree that this agreement is
not a release, compromise or settlement of any of the potential claims or causes of action
any party may have against another. This Agreement shall not operate in any way as
evidence, an admission of fact, liability or responsibility by any patty regarding the
subject matter of this Agreement. This Agreement shall not be evidence in respect to any
claim other than in connection with the defense of the statute of limitations if said
defense is asserted.
5, uuceesors. In addition to each party to the Agreement, this Agreement
shall insure to the benefit of each Parties' successors in interest and assigns. Nothing
herein shall be construed as a waiver of the Parties right to file any action against any
other party after the Effective Date, regardless of whether the claims asserted in said
action arise out of or relate to the matters set forth herein.
6. Wai e . The Parties agree that nothing herein shall be construed as a
waiver, and the Parties agree that neither of the Parties is waiving, nor shall this
Agreement have any effect on any statute of limitations or other applicable legal defense
which could have been asserted on or before the offective date of this Agreement.
•2-
1000/00la4629 vl
07/95l900R FRT 1A •07 rTV 10v un
JUL. 25. 2003 2: 07PM 'TIBURON INC NO. 3749 P. 5
7. Construction, The Parties agree that the general rule of construction,
which allows any ambiguities in this Agreement to be construed against the drafting
party,shall not be employed in the interpretation of this Agreement.
8. Counterparts. This Agreement may be signed in counterparts and
photocopies or facsimile copies of this Agreement may be used as originals.
9. Entire Agreement, This Agreement contains the entire agreement between
the Parties and constitutes the complete, final and exclusive embodiment of their
agreement with respect to the subject matter hereof, and may only be modified by a
writing signed by all of the Parties hereto. The terns of this Agreement are contractural
and not a more recital.
10, No Warranties. This Agreement is executed without reliance upon any
promise, warranty or representation by any party or any representative of any party other
than those expressly contained herein. Each party to this Agreement represents and
warrants that he, she or it has carefully read this Agreement,has authority to enter in this
Agreement, has been advised of the meaning and consequences of this Agreement by
their respective attorneys, and signs the same of his,her or its own free will.
11. Modification. This Agreement may be modified, supplemented, or
extended only by subsequent written agreement executed and signed by the Parties.
12. Seyerability. If any provision or obligation under this Agreement shall be
determined by a court or competent jurisdiction to be invalid, illegal or unenforceable,
that provision shall be deemed severed from this Agreement and the validity, legality and
enforceability of the remaining provisions or obligations shall remain in full force as
though the invalid, illegal, or unenforceable provision had never been a part of this
Agreement.
13. Governing Law. This Agreement is deemed to have been executed and
delivered within the State of California and the rights and obligations of the Parties shall
be construed and enforced in accordance with and governed by the laws of the State of
California.
IN WITTENSS WHEREOF, the City and Tiburon have executed this Agreement
as of the date appearing on the first page of this Agreement.
[SINGATi11i1ES ON FOLLOWING PAGES]
.3-
1 1003/001/24629 A
07/9FM6nv [or 11 .n'i
JUL. 2h, 2UU3 2;08PM TIBURON INC PHONE No NO. 3749 P. 7 pet
�. .
"TIBUROW
Tis$U D INC
By: ., _,.....
Its: `F n",fA&. r(lg7
By:
a
Its: Ui �"~r7n+ovcE �►{AH rV
a
ion3rou�n,�g�i
.s-
07/25/2002 FRT 1d-97 rTVIOV un eo�o, m -.
JUL. 25. 20H 2:0/PM I16UNUN INC NO. 3/49 P. 6
CITY OF PALM SPRINGS,
a Municipal corporation
City Manager
ATTEST:
n �
CLE OF
THE CITY OF PALM SPRINGS
APPROVED AS TO FORM AND CONTENT
ALESHIRE&WYNDER,LLP
Counsel for the City of Palm Springs
APH,C°YYED "i„Vvh": C `P Et a d1�ly€Lt
CAN
A.
1 0 0 3/0 01124 629 A
Tiburon
Computer Assist. Public Safet,
System
AGREEMENT #4050
M06284, 12-16-98
CITY OF PALM SPRINGS
C y CONTRACT SERVICES AGREEMENT FOR
COMPUTER ASSISTED PUBLIC SAFETY SYSTEM
THIS ONTRACT�ERVICES AGREEMENT (herein "Agreement"), is made and entere
into this day o "� y and between e a municipal
corporation, (herein "City") and Tiburon, Inc., a Virginia Corporation (herein "Contractor"). (The
term Contractor includes professionals performing in a consulting capacity.) The parties hereto
agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
industry leader work and services and Contractor is experienced in performing the work and
services contemplated herein and, in light of such status and experience, Contractor covenants that
it shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes
of this Agreement, the phrase "highest professional standards" shall mean those standards of
practice recognized by one or more industry leader firms performing similar work under similar
circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the terms
of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 licenses, Permits, Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.
L5 Familiarity with Work. By executing this Contract, Contractor warrants
627/014084-0008/3225425.1 .02/02/99
' t 01 F
that Contractor (a) has thoroughly investigated and considered the scope of services to be
performed, (b) has carefully considered how the services should be performed, and (c) fully
understands the facilities, difficulties and restrictions attending performance of the services under
this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has
or will investigate the site and is or will be fully acquainted with the conditions there existing, prior
to commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions, which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages, to persons or property, until acceptance of the work
by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties agree
to act in good faith to execute all instruments, prepare all documents and take all actions as may be
reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
' performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii)
the time to perform this Agreement, which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000, whichever is less; or in the time to perform of up to one hundred eighty(180) days may be
approved by the Contract Officer. Any greater increases, taken either separately or cumulatively
must be approved by the City Council. It is expressly understood by Contractor that the provisions
of this Section shall not apply to services , specifically set forth in the Scope of Services or
reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the
services to be provided pursuant to the Scope of Services may be more costly or time consuming
than Contractor anticipates and that Contractor shall not be entitled to additional compensation
therefor.
1.9 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B"
shall govern.
2.0 COMPENSATION
627/014084-0008/3225425.1 a02/02/99
-2_
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
y hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Seven Hundred Three Thousand One Hundred Ninety Six and 00/100
($703,196) (herein "Contract Sum"), except as provided in Section 1.8. The method of
compensation may include: Q) a lump sum payment upon completion, (ii) payment in accordance
with the percentage of completion of the services, (iii) payment for time and materials based upon
the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract
Sum or (iv) such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction
costs, telephone expense, transportation expense approved by the Contract Officer in advance, and
no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall
include the attendance of Contractor at all project meetings reasonably deemed necessary by the
City;Contractor shall not be entitled to any additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first (1st) working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of the
invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon
which are approved by City pursuant to this Agreement no later than the last working day of the
month.
y 3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto as
Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding two hundred ten (180)days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the fault or
negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy,
unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the
City, if the Contractor shall within ten (10) days of the commencement of such delay notify the
Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts
and the extent of delay, and extend the time for performing the services for the period of the
enforced delay when and if in the judgment of the Contract Officer such delay is justified. The
Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.
627/014084-0008/3225425.1 a02/02/99
-3-
In no event shall Contractor be entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, Contractor's sole remedy being extension of the
Agreement pursuant to this Section.
3.3.1 Delays by the City
If the City is unable to provide services and/or facilities as defined in the Statement of Work, and/or
fulfill the City's responsibilities, and/or causes delays to the project beyond Contractor's control,
then Contractor shall notify the City in writing and the City shall take prompt action to resolve the
problem.
If the City is unable to resolve such problems in sufficient time to avoid delays to the project and
prevent Contractor from incurring additional costs, then Contractor shall have the right to modify
the Price and Payment Schedule, as set forth in this subsection 3.3.1 Contractor shall not exercise
this right unreasonably.
The City shall be liable only for actual and necessary time and costs incurred by Contractor relating
to delays referenced above. Such costs may include, but not be limited to, non-refundable plane
tickets, necessary travel and living expenses for staff on site at time of delay, equipment
rescheduling or storage charges, additional equipment maintenance charges, shipping fees, costs of
any necessary services should Contractor be required to repeat any service provided prior to the
delay (e.g. re-training or re-testing), and the cost of Contractor's services necessary to upgrade the
operating, application, and hardware systems in such case as Contractor offers a new release during
the delay.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule
of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
Darrell Bertness
39350 Civic Center Drive, Suite 280
Fremont, Ca. 94538
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced
nor may their responsibilities be substantially reduced by Contractor without the express written
627/014084-0008/3225425.1 a02/02/99
-4-
r
approval of City.
4.2 Contract Officer. The Contract Officer shall be James Runge, or such
other person as may be designated by the City Manager of the City. It shall be the Contractor's
responsibility to assure that the Contract Officer is kept informed of the progress of the performance
of the services and the Contractor shall refer any decisions which must be made by City to the
Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall
mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
written approval of the City. hi addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder
without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local
Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting
for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the
Contractor shall submit evidence to the City that such good faith efforts have been made or that no
Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced
by placing advertisements inviting proposals or by sending requests for proposals to selected Local
Subcontractors. The City may consider Contractors efforts in determining whether it will consent
to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies
of all contracts and subcontracts hereunder for the period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth herein. City shall have no voice
in the selection, discharge, supervision or control of Contractors employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its agents
or employees are agents or employees of City. City shall not in any way or for any purpose become
or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a
627/014004-0008/3225423.1 a02/02/99
-5-
member of any joint enterprise with Contractor.
5.0 INSURANCE,INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis. If the Contract Sum is
$25,000.00 or less, the policy of insurance shall be written in an amount not less than either (i) a
combined single limit of $500,000.00 or (ii) bodily injury limits of $250,000.00 per person,
$500,000.00 per occurrence and $500,000.00 products and completed operations and property
damage limits of $100,000.00 per occurrence and $100,000.00 in the aggregate. If the Contract
Sum is greater than $25,000.00 but less than or equal to $100,000.00, the policy of insurance shall
be in an amount not less than either (i) a combined single limit of$1,000,000.00 for bodily injury,
death and property damage or(ii) bodily injury limits of$500,000.00 per person, $1,000,000.00 per
occurrence and $1,000,000.00 products and completed operations and property damage limits of
$500,000.00 per occurrence and $500,000.00 in the aggregate. If the Contract Sum is greater than
$100,000.00, the policy of insurance shall be in an amount not less than $1,000,000.00 combined
single limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of California
and which shall indemnify, insure and provide legal defense for both the Contractor and the City
against any loss, claim or damage arising from any injuries or occupational diseases occurring to
any worker employed by or any persons retained by the Contractor in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $250,000.00 per person and $500,000.00 per occurrence and property
damage liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or (ii)
combined single limit liability of $500,000.00. Said policy shall include coverage for owned,
non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including
professional liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its
officers, employees and agents as additional insureds. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. All of said policies of insurance shall provide that said insurance may not
be amended or cancelled without providing thirty (30) days prior written notice by registered mail
to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to
6271014084-0008/3225425.1 a02/02199
-6-
the Contract Officer. No work or services under this Agreement shall commence until the
Contractor has provided the City with Certificates of Insurance or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by the City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement)and shall conform to the following "cancellation".notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
r
[to be initialled]
Agent Initials
The Contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of any
person or persons for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section
4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same policies of insurance that the Contractor is required to maintain
pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from, any
and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance of the work,
operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided
for herein, or arising from the negligent acts or omissions of Contractor hereunder, or.arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, whether or not there is concurrent passive or active negligence on the
part of the City, its officers, agents or employees but excluding such claims or liabilities arising
from the sole negligence or willful misconduct of the City, its officers, agents or employees, who
are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys'fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
627/014084-0008/3225425.1 a02/02/99
-7-
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys'fees.
(d) In no event shall Contractor be liable for any loss or damage arising from or
related to (1) the accuracy or completeness of City's data: or (11) the operation, delay or failure of
programs, software, or equipment provided by Contractor.
5.3 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in
the form provided by the City Clerk, which secures the faithful performance of this Agreement,
unless such requirement is waived by the Contract Officer. The bond shall contain the original
notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and
current copy of his power of attorney. The bond shall be unconditional and remain in force during
the entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the
Federal Register, and only if they are of a financial category Class VII or better, unless such
requirements are waived by the Director of Administrative Services or designee of the City
("Director of Administrative Services") due to unique circumstances. In the event the Director of
Administra-five Services determines that the work or services to be performed under this
Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the
minimum limits of the insurance policies and the performance bond required by this Section 5 may
be changed accordingly upon receipt of written notice from the Director of Administrative Services;
provided that the Contractor shall have the right to appeal a determination of increased coverage by
the Director of Administrative Services to the City Council of City within ten (10) days of receipt of
notice from the Director of Administrative Services.
6.0 RECORDS AND REPORTS
6.1 Reports, Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned
about the cost of work and services to be performed pursuant to this Agreement. For this reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
627/014094-0008/3225425.1 .02/02/99
-8_
events that may or will materially increase or decrease the cost of the work or services contemplated
herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event
and the estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all times during normal business hours
of City, including the right to inspect, copy, audit and make records and transcripts from such
records. Such records shall be maintained for a period of three (3) years following completion of
the services hereunder, and the City shall have access to such records in the event any audit is
required.
6.3 Ownership of Documents. All drawings, reports and records prepared by
Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be
the property of City and shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, and Contractor shall have no claim for further employment or
additional compensation as a result of the exercise by City of its full rights of ownership of the
drawings, reports and records hereunder. Any use of such completed drawings, reports and records
for other projects and/or use of uncompleted drawings, reports and records without specific written
authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and
1 the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain
copies of such drawings, reports and records for its own use. Contractor shall have an unrestricted
right to use the concepts embodied therein. All subcontractors shall provide for assignment to City
of any drawings, reports and records prepared by them, and in the event Contractor fails to secure
such assignment, Contractor shall indemnify City for all damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured pazty shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
627/014084-0008/3225425.1 a02/02/99
-9-
completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as maybe permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant
to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for any
losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be
liable to third parties, by reason of Contractor's acts or omissions in performing or failing to
perform Contractor's obligation under this Agreement. In the event that any claim is made by a
third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall
exist which shall appear to be the basis for a claim of lien, City may withhold from any payment
due, without liability for interest because of such withholding, an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect
the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided
herein.
7A Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall
pay to pursuant to the terms of Section 13.b of the Agreement for Extended Services executed by
the parties herein concurrently herewith.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
627/014084-0008/3225425.1 a02/02/99
-10-
0
termination of this Agreement except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days' written notice to Contractor, except that where termination is
due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this
Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of
the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the
Contractor shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non-terminating party with the opportunity to cure pursuant
to Section 7.2.
79 Termination for Default of Contractor. If termination is due to the failure
of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, at the City's sole option, terminate this Agreement, if such failure is not
remedied by the Contractor within thirty (30) days of written notice to the Contractor of such
failure.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action, taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees
shall be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRINIINATION
8.1 Non-liabilityo f City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the —
financial interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. The Contractor warrants that it has not
627/014084-0008/3225425.1 .02/02/99
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, or ancestry.
9.0 NIISCELLA.NEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid, industry leader mail, in the case of the
City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS,
P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at
the address designated on the execution page of this Agreement. Either party may change its
address by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
1
1 9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of construction which might
otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any
and all previous negotiations, arrangements, agreements and understandings, if any, between the
partizg-�ti d-- o—ie shalYfie—e -tu-rnYe-r-pTe7 this A-eement-1'h-is—greernentmW be amended at-
any time by the mutual consent of the patties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering
627/014054-0008/3225425.1 a02/02/99
-12-
into this Agreement does not violate any provision of any other Agreement to which said party is
bound.
627/014084-0008/3225425.1 a02/02/99
-13-
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
the date first written above.
CITY OFP GS,
a inicipal corporation
By: 9
City Manage
ATTEST:
Clerk
APPROVFD BY THE CITY COUNCIL
8 I a. NO._( 18N I l cA
APPROVED AS TO FORM:
Cit tomey
CONTRACTOR:
TIBURON, C., a Cajiprnia corporation
By:
Craig )Nelson
Vice President,Business Development
[END OF SIGNATURES]
1
627/014084-0008/3225425.1 a02/02/99
-14-
0
EXffiBIT "A"
SCOPE OF SERVICES
1. GENERAL SERVICES OVERVIEW.
Contractor shall provide, install and assure the proper operation of its Computer Assisted
Public Safety ("CAPS") system, consisting of Contractor's Computer Aided Dispatch Direct
Delivery Product ("CAD/DDP") system and Records Management System Direct Delivery Product
("RMS/DDP") at the City. The CAPS system shall be a highly functional and integrated dispatch
and records automation system which combines the strengths of Contractor's premier CAD/DDP
and RMS/DDP products. Contractor represents that the combined premier CAD/DDP and
RMS/DDP products are a tightly integrated solution to the Palm Springs Police Department
("PSPD"), geared towards total automation of the modern public safety organization at PSPD. The
CAPS system supports the full range of public safety automation needs of PSPD, including:
• Allowing the CAD/DDP user to query all applicable records databases, including incidents,
locations, vehicles, personnel and property.
• Providing dispatch users with seamless access to records management, message switch
related systems.
• Providing for the automated transfer of incident information from dispatch to the records
system.
• Providing a common geographic file to support the address validation requirements of both
CAD and RMS processing.
Contractor shall provide City with a five-point Extended Support Program ("ESP") to assist City
personnel with the successful operation of the CAPS system, including the CAD/DDP and
RMS/DDP systems, pursuant to a separate agreement executed by Contractor and City concurrently
herewith("ESP Maintenance Agreement").
2. CAPS SYSTEM OVERVIEW.
2.1 CAD/DDP Capabilities. Whether implemented within the CAPS environment
with RMS/DDP or as a stand-alone dispatch system, Contractor's CAD/DDP is a
proven, effective solution to the challenges facing today's emergency
communications environment.
The key capabilities of CAD/DDP as proposed for City are as follows:
• Open System Architecture
• Client-Server Environment
EXHIBIT "A..
627/014084-0008/3225425.1 aOT�/9C9'ONTRACT SERVICES AGREEMENT
• Windows NT Workstations
Graphical User Interface
• Flexible Display Configuration
• Function Key&Command Line Processing
• E-911Interface
• Geographic Processing
• Dynamic Unit Recommendation
• Unit(Incident Status Monitoring
• Distributed Status Backup
CAD/DDP, with its Microsoft Windows/NT client workstation, is designed to
allow user operation via the use of a mouse, keyboard, and/or function keys.
Working with CAD/DDP's graphical user interface (GUI), users can interact with
the system by clicking on screen data and buttons that allow them to select units
for dispatch, change the status of units and perform queries. "Drag-and-drop"
facilities can be used to move units to and between incidents.
These functions can also be performed via keyboard command or function key
with the final choice left to the individual user. Transaction names, GUI buttons,
function keys and significant portions of the screen layout and display sequence
can be tailored to provide the best function based upon local use of the system
CAD/DDP uses the many advantages of the GUI environment to simplify the task
}, of call entry, while retaining the highest level of functionality. Via a dynamic pop-
up window, the call taker can simply scroll through all valid incident types to
select the most appropriate code. The selected incident code is then automatically
moved into the incident type field on the screen and the cursor moves to the next
field for further input.
2.2 RMS/DDP Capabilities. Contractor's RMS/DDP system is the most functionally
rich and flexible law enforcement records management system available today.
The system records all key operational information and includes tools for analysis
and management functions. An integrated, modular solution, RMS/DDP offers a
variety of features and facilities:
Incident Tracking
• Master Name System
• Master Location System
• Warrant Tracking
• Property/Evidence Management
• Criminal Records
• Juvenile Records
• Traffic Records
• Investigative Case Management
• UCR/IBR Statistics
• Crime Analysis
• Special Flags
-16-
927/014084-0008/3225425.1 a02/02/99
• Gang Activity
• Personnel Training
�- Officer Activity
• Bicycle Registration
• General Inquiries
Contractors RMS/DDP product is built upon an open system, client server-based
architecture, providing a foundation which allows City to also implement the
Contractor's RMS GUI workstation and an Oracle Relational Database
Management System.
2.3 State Interface. As part of this plan, Contractor shall deliver its integrated
State/NCIC/NI_ETS interface. This system will provide users with a single
interface to the CIETS system, using Contractors latest external interface
facilities. Using a set of standard (Contractor-supplied) and unique (client-
developed) screen formats, authorized dispatch and records users will have access
to:
• State of California Criminal History Records
• State DMV Records
• NCIC/CLETS
2.4 Requisite hardware/System Software
Based upon Contractor's assessment of PSPD's processing requirements,
Contractor's CAPS system is being proposed with two HP/UX servers, configured
with the following features:
2.4.1 CAD/DDP&State Interface Server
• HP CAD Server Model D230 256 Mb Memory
• 8 Gb Internal SCSI Disks in Mirrored
• 12 Gli SCSI Disks in Auto RAID Disk Array
• 4mm DAT Tape Drive
• 10/100 Mbps Ethernet NIC
• Console
• HP-LTX Operating System
• C Compiler
• Cobol Compiler
2.4.2 RMS/DDP Server
• IF RMS Service Model D270/1 -
• 256 Mb Memory
• 27 Gb SCSI Disks
• 4mm.DAT Tape Drive
• 10/100 Mbps Ethernet NIC
-17-
627/014084-0008/3225425.1 a02/02/99
0
• Console
y HP-UX Operating System
• C Compiler
• Cobol Compiler
A complete list of the hardware and system software proposed for the PSPD is
listed in Appendix A.
3. PROPOSED SERVICES
To ensure the smooth and timely transition to Contractors Computer Assisted Public Safety system,
Contractor will provide the following services as part of the product delivery process:
• Hardware Integration - Contractor will assume responsibility for the sizing, configuration,
ordering, delivery, staging and setup for the CAD server, CAD Network, RMS server, and
dispatch workstations. City, through this Agreement, is purchasing the CAPS system and
optional products and software consistent with Contractor's recommendations. Pursuant to
such recommendations by Contractor, City, in entering into this Agreement, relies on
Contractor's representation that the CAPS system and optional products and services
purchased by City herein are defined in this document as the needs of PSPD's hardware and
network components. Subject to such reliance by the City, City will retain responsibility for
its hardware and network components, not provided to City under this Agreement. All
Contractor-supplied hardware will be staged in Contractor's Staging Center before delivery
to the City site.
• System Installation - Contractor will install all Contractor provided application software
on the CAD and RMS servers and will configure the software distribution server.
Contractor will provide training on the proper use of the software distribution server,
enabling City to assume responsibility for the distribution of all software to the client
workstations.
• General FilelTable Build -Contractor will define a set of test and production files and will
provide a base set of code tables. Contractor will also provide training on the proper use of
the Contractor tools for code table generation. Contractor will convert all code table entries.
• Geographic File Conversion - Contractor's proposal includes the conversion of the
existing CAD geographic file to a Contractor TGF file format and the upload of that file for
use in the proposed CAPS system.
• Data Conversion - Contractor will provide a standard conversion program and populate the
RMS/DDP database with the converted data. Data fields requested beyond the standard
conversion provided will be an additional cost. Contractor understands the PSSI data has
been converted but not validated by the Desert Information Management System
("DIMES"). Upon validation Contractor will include this data in the conversion.
• Interfaces - As part of the installation process, Contractor will establish an interface to the
-18-
627/014084-0000/3225925.1 a02/02/99
Palm Springs E-911 system and to the CLETS/NCIC system.
• Technical User Training - Contractor will provide 40 hours of onsite CAD/DDP User
Training, 40 hours of onsite RMS/DDP User Training, and 24 hours of onsite System
Administration Training.
• Functional Walk-Through - As part of the user training program, Contractor will provide
a functional walk-through with City personnel to validate and test the functionality of the
newly installed CAPS system. Tiburon shall assure that the CAPS system is completely
functional prior to such walk-through.
• Go-Live Support - Contractor will provide up to two days of on-site support for each
system, i.e., two days for CAD/DDP and two days for RMS/DDP, at the point each system
is placed into a production status.
• Maintenance Support - Immediately following cutover/acceptance of the system,
Contractor will provide ongoing support through the TASS Help Desk. TASS support is
available 24 hours per day, 7 days per week for CAD/DDP and 11 hours per day, five days
per week for RMS/DDP.
A complete description of Contractor's ESP Maintenance Program shall be subject to the terms of
the ESP Maintenance Agreement.
Contractor's proposal is based upon a plan to deliver the above services as set forth in the Schedule
of Performance at Exhibit "D".
Contractor shall provide additional services upon request from the City and at an additional fee to
the City,pursuant to Contractor's price schedule attached hereto as Appendix D.
4. CAPS SYSTEM AND EPS MAINTENANCE PROGRAM COSTS. The following are
the costs for the CAD and RMS server configurations, described at Section 2 above of this
Exhibit "A", and EPS Maintenance Program as described at Section 3 above in this Exhibit
"A" and as further provided under the EPS Maintenance Agreement.
Product Service Price Annual Maintenance
• CAD Server $ 18,700 $ 6,545
• Multi-jurisdictional $ 7,480
• Multi-agency(Police/Fire) $ 8,440
Implementation Services $ 52,000
• Hardware $ 32,608
• Software Distribution Server $ 7,500 $ 2,625
• Training Services $ 7,000
Subtotal $133,728 $ 9,170
-19-
627/014084-0008/3225425.1 a02/02/99
C)
Product/Service Price Annual Maintenance
• RMS Server $49,300 $12,325
• Multi jurisdiction $ 7,480
• Implementation Services $ 52,000
• Hardware $44,062
• Training Services $ 7,000
Subtotal $159,842 $12,325
Subtotal $293,570
5. CITY-ADDED OPTIONS. Contractor shall further provide the following products and
services to the City. The prices for the products listed below do not include sales tax.
5.1 Dispatch Workstation. In addition to the CAD and RMS server configurations,
Contractor is proposing four personal computers for use as dispatch workstations.
These dispatch workstations are configured as follows:
• Dell Optiplex Gb 20OMHz Pentium
• 32Mb Memory
• 4.30b EIDE HDD
• 1.44Mb FDD
• Intellimouse
Sound Card&Speakers
10/10OMbps Ethernet NIC
• CD-ROM
• Windows NT
• Colorgraphics Dual Display Card
• 19" Color Displays (1280 x 1024)
Product Service Price Annual Maintenance
• Dispatch Workstation Software $ 9,600 $840
• Implementation Services $ 1,300
• Hardware $14,096
Option Total $24,996 $840
5.2 CAD Activity Reporting System- CARS. CAD/DDP provides a range of standard
on-line inquiries and reports. To supplement these on-line functions, Contractor
offers a comprehensive ad hoc report generation facility, and PC-based CAD
Activity Reporting System (CARS). CARS provides an ability to use an ODBC-
compliant relational database and 4th-generation report facilities for ad hoc report
generation. Using CARS, the user can create a variety of predefined ad hoc
inquiries and reports for single and multiple agencies being dispatched through
CAD.
-20-
627/014084-0008/3225425.1 a02/02/99
Unit and event information can be transferred to a dedicated Pentium PC processor
and stored in an ODBC-compliant Oracle Relational Database Management
System. This information will then be available for report generation using a
variety of relational facilities. This information can also be imported into OLE-
compatible products such as Microsoft Excel. With this option, Contractor is
providing licenses fees and workstation hardware to support one (1) CAD user.
This pricing includes the workstation hardware, Oracle Relational Data Base, and
Crystal Report which is necessary for the functioning of this option. The price for
this option is summarized as follows:
Product Service Price Annual Maintenance
• Software License Fees $ 8,400 $ 2,940
• Implementation Services $26,000
• Oracle $ 1,400
• Crystal Reports ( 1 user license) $ 495
Hardware $ 6,936 $ 832
Dell or equivalent server
333MHz Pentium II
128Mb RAM
512K Burst Cache
3 x 4.5Gb SCSI Hard Drives
RAID disk controller
12X CD-ROM
3.5" Diskette Drive
10/100 Ethernet adapter
Keyboard&Mouse
Tape backup
WindowsNT Server 4.0
15" Monitor $ 389 $ 47
Option Total $43,620 $3,819
Contractor represents that the products purchased by City under this Agreement,
including workstation hardware, Oracle Relational Data Base and Crystal Reports
are sufficient for this-option to function successfully.
5.3 RMS GUI Workstation Software. Contractor's RMS/DDP system supports the
simultaneous use of both standard ASCII text-based terminals, and GL1I-based
client workstations. Contractor's RMS GLT1 Workstation provides the user with a
graphical user interface (GUI) based upon Microsoft Windows technology. This
workstation represents the latest in technology, making the user's job easier, as
well as more efficient. The RMS GL1I Workstation operates in either a Microsoft
Windows95 or NT environment depending on City's preference.
-21-
627/014084-0008/3225425.1 a02/02/99
The workstation is organized around the various functions of a police or fire
department, allowing the user to intuitively navigate throughout the system by
clicking on a tab within the various applications. For example, within the Incident
System, the workstation presents the user with the components, via tabs, such as
Face Sheet,Property, Persons, Vehicles, etc. The RMS GUI Workstation provides
user help in each data field which the user can access via a click of a mouse or a
standard windows function key (H). The system has been designed to allow both
keyboard, as well as mouse driven navigation.
Contractor's client software is a WIN32 compliant application, which will operate
on any IBM compatible PC, which is capable of supporting the Windows 95/NT
operating systems. While the client software will operate on a wide variety of
existing IBM compatible PCs, Contractor's current recommendation for the RMS
workstation configuration, which Tiburon is providing to City under this
Agreement, is as follows:
• Pentium 133NMz or greater
• 16Mb Memory
• 1GB EIDE HDD
• 1.44Mb FDD
• 10/100 Mb/sec Ethernet Card (Token Ring, FDDI, and ATM LANs are
also supported)
• 17" Color Displays
• Ethernet Adapter
• Keyboard and Mouse
• Microsoft Windows/95
With this option, Contractor is providing pricing of license fees to support up to 32
RMS GUI Workstations.
Product Service Price Annual Maintenance
• GUI Workstation Software $ 12,640 $3,160
• Implementation Services $ 1,300
Training $ 2,000
Option Total $ 15,940 $3,160
The GUI workstation option requires a minimum quantity of twenty (20)
workstations. Contractor's pricing for City assumes 100% of the total RMS/DDP
Users indicated on the migration worksheet.
5.4 Oracle RDBMS
The RMS/DDP product is installed with Contractor's Relational Data System. As
an option, Contractor is proposing Oracle's Relational Data Base for use with the
RMS/DDP product. With this option, Contractor is providing license fees to
-22-
627/014084-0008/3225425.1 a02/02/99
support sixteen (16) concurrent RMS users. In addition, RMS/DDP provides the
capability to generate ad hoc report with standard PC tools such as Crystal Reports.
e, 3
This approach provides quick, easy-to-use access to the information required by law
enforcement personnel. This option requires the purchase of Oracle's Relational
Data Base. The price for this option is summarized as follows:
Product Service Price Annual Maintenance
• RMS/DDP RDBMS Oracle Server $12,500 $ 2,000
• Implementation Services $19,500
• Oracle Concurrent User License $22,500 $ 3,584
• Crystal Reports (quantity 1) $ 495
Total $54,995 $5,584
*includes 2 days of training
Contractor's pricing assumes 50010 of City's Workstation represents concurrent user
number.
5.5 Mobile Computing Solution_(MCS). The Mobile Computing Solution (MDC)
combines the Automated Field Reporting (AIR) and Mobile Data Computing (Mako)
abilities.
5.5.1 Automated Field Re op rting. Contractor's field reporting system supports the
collection of data from a variety of input sources, including automated dictation
systems, transcription units, and field officers with laptops.
Using AFRIDDP, the report writing effort is simplified, report quality is enhanced,
and the information is quickly made available to those who need it. In addition, the
same user interface is used whether the report is entered on a workstation in the
station, or a laptop in the field. The report is stored and maintained on the
AFR/RCS (Report Control Server).
Once entered into AFR/DDP, reports are disseminated automatically throughout the
system for approval, supplementation or correction. Once approved, the report is
loaded into the appropriate areas of RMS (e.g., incident, persons, vehicle and
property).
This approach maintains a common look and feel throughout the system, increasing
user satisfaction and reducing training required. In addition, information is quickly
and accurately made available throughout the department. With this option,
Contractor is providing license fees to support for thirty(30)laptop users.
5.5.2 MAKO - Mobile Data Computing. The Tiburon MAKO Mobile Data
l Computer (MDC) product extends graphical workstation capabilities to a wireless
environment. It is designed to work in conjunction with, and is a logical extension
-23-
627/014084-0008/3225425.1 a02/02/99
of, Tiburon Message Switch, Field Reporting, Dispatch, and Records products. In
b addition to wireless operations, Mako may be also be configured as a graphical
desktop workstation operating on a client LAN.
Mako operates as a series of Windows NT applications categorized as
communications, user interface and/or utility. The Tiburon Unix transaction
processor,Tiger/tp, and Message Switch provide host services to Mako.
Mako utilizes private and public radio frequency communications in a mobile laptop
environment to receive dispatch information, send status changes, run remote
inquiries and, in some environments, transfer case reports to a server. The major
features of Mako are:
• Digital dispatching
• Digital reporting of status activity
• Storage of inbound and outbound messages
• Forms caching
• Local, state and national data base inquiries
• CAD information requests
• Report transfer for field reporting
City will provide laptop computers or PC workstation terminals to support the users,
according to Contractor's specifications.
Product Service Price Annual Maintenance
• Workstation Software License Fees $ 52,000 $ 15,411
• Mobile Computing Sever
License Fee $ 32,000 $ 11,200
• Implementation Services $ 68,060
HARDWARE-RCS Server $ 16,980 $ 2,038
Dell or equivalent PII-266
Dual 200M17lz Pentium Pro
512Mb RAM
512K Burst Cache
9 Gb RAID disk
12X CD-ROM
Sound capability
3.5" Diskette Drive
10/1 00 Ethernet adapter
4/8 Gb DAT tape drive
Keyboard&Mouse
WindowsNT Server
15"Monitor $ 398 $ 47
Option Total $169,438 $28,696
-24-
627/014084-0008/3225425.1 a02/02/99
_ This fee represents pricing for software for seventy (70) workstations for automated
reporting and and forty (40) licenses with mobile data computing and automated
reporting capabilities, creating the mobile computing solution.
5.6 Jail Booking Module. The current Tiburon IlP Phoenix Division RMS contract
provided through the Desert Information Management System (DIMES) group to
the PSPD specifies tailored jail booking sheets and reports.
If it is determined that the RMS/DDP jail booking capabilities do not meet the needs
of the PSPD further,discussion and contract negotiation on this option will be
necessary.
At this time, it is not known if an interface option is feasible or available.
5.7 False Alarm Billing Module
Product Service Price Annual Maintenance
• License Fees $ 1,600 $560
• Implementation Services $13,000
Option Total $14,600 $560
This price does not include the City's specific policy guideline customization for this
option.
5.8 Refresher Training. 2 Weeks of on Site Refresher Training on the entire CAPS
system to all users of the CAPS system at PSPD, including Travel and Living
expenses.
Product Service Price Annual Maintenance
Services $12,376 $N/A
Travel and Living Expenses $ 2,300 $N/A
Option Total $14,676 $N/A
-25-
627/014084-0008/3225425.1 a02/02/99
EXEIIBIT "B"
{` SPECIAL REQUIREMENTS
This page was intentionally left blank.
1,
}
-26-
627/014084-0008/3225425.1 a02/02/99
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Product Service Price Annual Maintenance
CAD BASELINE $133,728 $ 9,170
Multi-agency(Police/Fire)
Multi jurisdiction
CAD Network N/C
RMS BASELINE $159,842 $ 12,325
Multi jurisdictional
Subtotal $293,570 $21,495
OPTIONS:
DISPATCH WORKSTATIONS $ 24,996 $ 840
CAD ACTIVITY REPORTING
y SYSTEM(CARS) $ 43,620 $ 3,819
Hardware is included
RMS GUI WORKSTATIONS $ 15,940 $ 3,160
ORACLE $ 54,995 $ 5,584
Crystal Reports
MOBILE COMPUTING SOLUTION $169,438 $28,696
Automated Field Reporting*
Mobile Data Computing
*This includes the RCS hardware and Software
FALSE ALARM BILLING MODULE $ 14,600 $ 560
REFRESHER TRAINING $ 14,676
TOTAL: $631,835 64,154
Sales Tax 7.75% $ 13,472
Sales Tax is based on Hardware Cost
and License Fees
License Credits* ($ 69,600)
Performance Bond $ 10,311
TOTAL COST 01
-27-
627/014084-0008/3225425.1 a02/02/99
Please note the following:
This credit is based on the MIES contract paid in full with the DIMES group transferring the
licenses to the City of Palm Springs.
By this signature, City representative accepts the proposal to Contractor's CAD/DDP and
RMS/DDP baseline product. Select options by initialing on line after option.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
The prices assume that all the City of Palm Springs supplied
services and facilities will be provided according to an agreed
to schedule which ensures that Tiburon is able to supply all
services within a period of one hundred twenty 120) days from the
written notice , to proceed for CAD/DDP, RMS/DDP, CARS, Automated
Field Reporting and False Alarm Billing Module.
Mobile Data Computing (Mako) and Refresher Training will be
supplied within a period of one hundred eighty (180) days from
the written notice to proceed.
1'
_28_
627/014084-0008/3225425.1 a02/02/99
u
PRICING ASSUMPTIONS:
The prices stated above are based upon the following assumptions:
• Contractor shall install baseline CAPS product line. Based upon Contractor's
assessment of City's requirements, no additional software or hardware is required,
other than that provided under this Agreement, for the CAPS system to perform
pursuant to the specifications in this Exhibit "A" and the System Specification
Document. Should additional software modules be required for the successful
operation of the CAPS system at PSPD pursuant to the specifications in this Exhibit
"A" and the System Specification Document, Contractor, at its sole cost and
expense, shall provide City with such additional software modules as required for
the successful operation of the CAPS system at PSPD.
• The prices were developed based upon Contractor's best understanding of City's
dispatch and records automation requirements. Should requirements exist which are
outside the scope of the specifications of this Exhibit "A" and the System
Specifications Document, they may be purchased by the City at an additional cost,
pursuant to Contractor's price schedule attached hereto as Appendix D.
• Maintenance support and the associated fees referenced above commence upon the
cutover/acceptance of the CAPS system.
• The prices assume that Contractor shall provide the services herein pursuant to the
Schedule of Performance set forth at Exhibit "C".
• The prices do not include the conversion of the existing CAD history files, nor do
they include the conversion of the CAD and RMS code tables for use with the
proposed systems.
• Contractor is submitting this proposal in accordance with Contractor's Software
License Agreement.
The prices are based upon the following payment schedule which allows Contractor to
invoice City upon completion of specific project milestones:
Hardware/OEM 100% Upon manufacturer delivery to Contractor or the City,
whichever occurs first.
Software/Services 25% Upon execution of contract documents.
20% Upon successful installation of CAD at Client Site.
25% Upon successful installation of RMS at Client Site.
5% Upon successful installation of MCS at Client Site.
5% Upon successful installation of CARS at Client Site.
10% Upon completion of CAD and RMS training at Client Site
5% Upon Contractor certification of Ready for Production.
-29-
627/014084-0008/3225425.1 a02/02/99
0
10% Upon City Acceptance.
y
` City Acceptance of the products and services of Contractor under this Agreement
shall occur when the entire CAPS system has been in use for 30 days and
functionally operates per this Exhibit "A" and the System Specification Document.
Prior to the expiration of the acceptance period the City will develop a punch list to
be addressed under the Contractor maintenance program.
• The price for these Services does not include provisions for system tailoring or
customization. Should system modifications be required, they are available as an
option at a price in addition to those stated above.
• The price for these Services assumes that City will retain responsibility for the
installation of all client workstation-based software, terminals, printers and for all
network installation and configuration activities, pursuant to training and instruction
provided by Contractor.
• The prices stated above assumes that City will provide and install all cabling, with
proper terminations, from the terminal, workstation and/or printer locations to the
computer room. City will provide and install Catagory Five (5) Cable, which
Contractor represents is fully usable and adaptable to the CAPS system.
• The Services price assumes that all data entry support and supervisory personnel for
l File/table, building will be provided by City, as set forth at Section 4.2 of the
Agreement.
• The prices stated above assume that City will provide a project manager who will be
the primary point of contact for all communications with Contractor p4suant to
Section 4.2 of the Agreement.
-30-
627/014084-0006/3225425.1 a02/02/99
627/014084-0008/3225425.1 a02/02/99 �31-
APPENDIX A - HARDWARE COSTS
Unit Extende Client Unit Extended
d
List List Discoun Client Price Client
Qty Description Price Price t Price
1 HP CAD Server Model D230, 256Mb $38,595 $38,595 15 $32,608 $32,608
Memory, 12Gb SCSI Disks in Mirrored
Array,4mm DAT Tape Drive,
10/100Mbps Ethernet NIC, Console,
HP-UX Operating System, C Compiler,
Cobol Compiler
1 HP RMS Server Model D270/1, 256Mb $51,837 $51,837 15 $44,062 $44,062
Memory, 27Gb SCSI Disks. 4mm DAT
Tape Drive, 10/100Mbps Ethernet NIC,
Console, HP-UX Operating System, C
Compiler, Cobol Compiler
4 Dual Display CAD Workstations $3,524 $14,096 0 $3,524 $14,096
2 Ethernet 10/100Mbps Hubs $1,145 $2,290 0 $1,145 $2,290
$106,818 $93,056
-32-
627/014084-0008/3225425.1 a02/02/99
y APPENDIX B - ESP Maintenance Program
TIBURON, INC.
AGREEMENT FOR EXTENDED SERVICE
This Agreement entered into this day of by the City of
Palm Springs hereinafter called "CLIENT' and Tiburon, Inc., having its office at 40 Gold
Street, 2°d Floor, San Francisco, CA 94133, hereinafter called "TIBURON."
W itnesseth
WHEREAS, CLIENT has determined that it requires the categories of application
software maintenance on the software systems which have been provided to CLIENT
by TIBURON under a separate agreement and which are identified in Appendix C
attached hereto and which are referred to hereinafter collectively as the "Program," and
WHEREAS, CLIENT therefore requires the provision of professional and technical
services and materials as specified in this Agreement, and
WHEREAS, TIBURON is qualified to provide the services and materials required by
1, CLIENT as specified in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
CLIENT and TIBURON agree as follows:
1. Period of Performance
The term under which TIBURON shall be obligated to perform under this
Agreement shall be for the time period specified in Appendix C and shall
continue for this time period or until this Agreement has otherwise been
terminated as provided for herein. .
2. Statement of Work
With respect to the Program, TIBURON shall perform the following maintenance
services:
a) TIBURON shall retain a copy of the Program source code.
b) If during the term of this Agreement, (1) CLIENT discovers defects in the
Program such that the Program will not perform in accordance with the
specifications as previously accepted by CLIENT; (2) CLIENT notifies
TIBURON of such defects in writing; and (3) such defects are
reproducible, then TIBURON shall provide timely corrections of such
33-
627/014084-0008/3225425.1 a02/02/99
�p defects.
4 /
c) If problems arise concerning the Program, TIBURON shall provide
telephone assistance and support via remote dial-in.
If remote support is available, but an on-site visit is required to correct the
defect, TIBURON will travel to the site at no additional charge if the
problem lies solely with TIBURON application software. If CLIENT is
unable to provide remote dial-in and an on-site visit is necessary to correct
the problem, Tiburon will bill for travel and per diem costs.
If the problem is Caused solely by the CLIENT caused, the CLIENT is
responsible for all reasonable fees and expenses and will be billed at
TIBURON's current service rate in addition to all travel costs, as itemized
in a bill provided by Tiburon to the Client.
d) TIBURON shall provide CLIENT with a minimum of quarterly status
reports to include a summary of site activity and client requests.
e) TIBURON shall provide a toll-free telephone service for routine
operational and technical assistance.
..................................................................
f) Technical and operational service shall be available during
1 TIBURON's normal support hours of 6:30 a.m. to 5:30 p.m. Western
Standard Time (excluding weekends and TIBURON holidays) and at
additional times according to the terms defined in the Schedule of
Services and Charges which is attached as Exhibit B and incorporated
herein by reference.
TIBURON shall provide software upgrades and enhancements as per the
schedule and charges stated in Appendix C . Any installation and special
tailoring required shall be charged at the Technical Service Rate as identified in
Appendix C. All such software provided by TIBURON shall be covered by the
terms of this Agreement.
If CLIENT has source code on site, and corrections for reported problems or
defects are due substantially to CLIENT's errors or CLIENT's changes to the
system environment, or relate to CLIENT-modified portions of the Program or to
portions of the Program affected by CLIENT-provided software, or if diagnosis of
problems reported erroneously shall be performed by TIBURON, CLIENT will be
charged at the Technical Service Rate, plus applicable travel and per diem
expenses.
Client Responsibilities
CLIENT agrees to provide those services and facilities defined below which are
necessary for the provision of services by TIBURON under this Agreement.
-34-
627/014084-0008/3225425.1 .02/02/99
0
CLIENT and TIBURON agree that the scope and schedule of services to be
provided by TIBURON under this Agreement depend upon the timely fulfillment
of CLIENT responsibilities.
a) CLIENT shall assign a coordinator to ensure that CLIENT's duties set
forth in this Agreement are met, to coordinate appropriate schedules in
connection with TIBURON's services hereunder, and to provide other
coordination activities which are necessary for TIBURON to perform its
services hereunder. CLIENT shall maintain performance logs
documenting trouble calls and availability of on-line systems according to
procedures provided by TIBURON.
b) CLIENT shall assign individuals who are familiar with the Program and
able to provide on-site technical assistance as required by TIBURON to
assist TIBURON in performing its services hereunder. CLIENT personnel
will screen operational assistance calls and handle operational problems
where appropriate.
c) If CLIENT has source code on site, any changes or modifications to
TIBURON's application software or to the application software operating
environment by CLIENT without TIBURON's written authorization is an
unauthorized change and is in violation of the Software License
Agreement. In the event CLIENT is deemed to be in violation of the terms
and conditions of this Agreement, Tiburon reserves the right to terminate
this Agreement and pursue any and all legal remedies. CLIENT may be
subject to penalties, fines and associated legal fees if found to be in
violation of the Software License Agreement.
d) CLIENT shall ensure that appropriate maintenance activities are carried
out on a regularly scheduled basis in accordance with site documentation.
This includes but is not limited to backing up the data base and journal
logs, purging out of date records and running reports and performing
diagnostics as requested by TIBURON.
e) CLIENT shall provide dial-in access to CLIENT's computer, making it
accessible by TIBURON for remote service. CLIENT is responsible for
the provision of all local equipment (dial-up modems, telephone
termination, communications port, etc.) required to support access by
TIBURON. If CLIENT has source code on site, CLIENT shall also compile
programs and run appropriate tests following each remote access as
requested by TIBURON. In the event that CLIENT does not comply with
these provisions, Technical Service charges as specified in Appendix C
shall apply.
f) CLIENT shall meet with TIBURON as may be reasonably required to
discuss operational issues and the status of the Program and provide
-35-
627/014084-0008/3225425.1 a02/02199
timely responses to issues related to maintenance and Program
y performance raised in writing by TIBURON.
g) CLIENT shall update and maintain the input data as may be required for
satisfactory Program operation, and be responsible for the accuracy of
CLIENT-provided data.
h) If the CLIENT has the source code, CLIENT shall provide TIBURON with
a complete copy of the production source code in a format compatible
with TIBURON's support environment so that TIBURON has ready access
to the code for maintenance work. Complete replacement copies shall be
made available on a timely basis upon request by TIBURON.
If the CLIENT has the source code, CLIENT shall be responsible for
storing a complete copy of the production source code off site as an
emergency back up.
4. Payment
CLIENT shall make payments to TIBURON based on invoices submitted.
Schedules and amounts of invoices shall be determined in accordance with
Appendix C.
j 5, Independent Contractor
Each party hereto, in performance of this Agreement, will be acting in its own
capacity. The employees or agents of one party shall not be deemed or
construed to be the employees or agents of the other party for any purpose
whatsoever. TIBURON will be responsible for payment of payroll taxes,
unemployment insurance, and similar obligations with respect to its own
employees, and no deductions shall be made from payments due under this
Agreement for that or any other related reason.
6. License
With respect to each change, correction, or enhancement to Program furnished
to CLIENT under this Agreement, TIBURON grants to CLIENT a perpetual, non-
exclusive, non-assignable, non-transferable license to use such change,
correction, or enhancement solely as part of the Program.
7. Client Modifications
If CLIENT has source code on site, CLIENT modifications are prohibited unless
prior review and approval by TIBURON has been granted for the specific
changes and the person or entity making such changes.
At no additional cost to the CLIENT, TIBURON shall provide updates to the
-36-
627/014084-0008/3225425.1 a02/02/99
TIBURON External Interface Software and/or documentation, including all
existing screen formats currently supported by TIBURON, for all legal
requirements or modifications mandated by NCIC, or the CLIENT's respective
State, when such requirements or modifications require a programming/source
code change to the Licensed Software. Changes mandated or offered by
CLIENT's respective City and/or County are not covered. Changes to State
and/or NCIC protocols are considered outside the scope of this Agreement.
8. Confidential Information
TIBURON shall regard all CLIENT files and data as CLIENT's confidential
information. TIBURON shall not release said data to outside parties without
written consent of CLIENT. To the extent allowed by law, CLIENT shall regard
all software and documentation provided by TIBURON as confidential infor-
mation. CLIENT shall not release or provide access to said software and
documentation to outside parties without written consent of TIBURON.
9. Termination
This Agreement may be terminated by either parry by giving at least a ninety (90)
day advance written notice to the other party.
Upon termination of this Agreement for any reason, the provisions relating to
Confidential Information and License shall survive.
10. Insurance
TIBURON shall, at its own expense, at all times while TIBURON is performing services
at CLIENT's facilities, maintain in force:
a) a comprehensive general liability insurance policy including coverage for
contractual liability for obligations assumed under the contract documents,
blanket contractual liability, products and completed operations and
owner's and contractor's protective insurance; and
b) comprehensive automobile liability insurance policy including owned and
non-owned automobiles.
Liability coverage shall be equal to or greater than the limits for claims made under the
California Tort Claims Act with minimum coverage of $500,000 per occurrence
(combined single limit for bodily injury and property damage claims) or $500,000 per
occurrence for bodily injury and $100,000 per occurrence for property damage. Liability
coverage shall be provided on an "occurrence" basis. "Claims made" coverage will not
be acceptable.
Certificates of insurance acceptable to CLIENT shall be filed with CLIENT prior to the
commencement of any services at CLIENT facilities by TIBURON. Each certificate
-37-
627/014084-0008/3225425.1 a02/02/99
0
shall provide that coverage under the policy cannot be canceled and restrictive
modifications cannot be made until at least 30 days prior written notice has been given
to CLIENT. A certificate which states merely that the issuing company "will endeavor to
mail" written notice is unacceptable.
11. Amendments
This Agreement may be amended upon mutual written agreement by CLIENT
and TIBURON to include, but not be limited to, additional services and support
and equipment and software replacements and upgrades.
12. Applicable Law
This Agreement shall be construed in accordance with and governed by the laws
of the State in which the CLIENT'S organization is primarily located.
13. Limitation of Liability and Remedies
a) Limited Warranty
While this Agreement is in effect, TIBURON warrants that all computer programs
developed or provided under this Agreement will conform to such applicable
specifications as may be developed under this Agreement.
The above warranty is in lieu of all other warranties, express or implied, including
any warranty of merchant ability or fitness for a particular purpose.
b) Limitation of Damages and Remedy
TIBURON's liability hereunder for damages shall not exceed the annual
maintenance charge paid to TIBURON for the period in which the cause of
action occurred. In no event shall TIBURON be responsible for any indirect,
consequential, incidental, or tort damages.
LICENSOR and CITY agree that damages may result to CITY as the result of
LICENSOR's failure to meet the schedule in regard to the "Go-Live" performance
requirement.
In the event that CITY, in its reasonable and good faith discretion, determines
that an unreasonable delay in meeting LICENSOR's "Go-Live" performance
requirement has occurred which constitutes nonperformance of LICENSOR,
CITY shall provide written notice to LICENSOR of its determination. LICENSOR
shall, within twenty (20) business days of CITY's notice, either (i) cure such
delay; (ii) provide a plan acceptable to CITY to cure the delay; or (iii) provide the
CITY reasonable assurances that such delay shall not constitute
nonperformance of the contract. If LICENSOR fails to cure such delay or
provide a plan or reasonable assurances acceptable to CITY as provided above,
-38-
627/014084-0008/3225425.1 a02/02199
then, if such delay is due to the nonperformance of LICENSOR and is not due to
the actions or omission of the CITY or events beyond the control of LICENSOR,
LICENSOR agrees that it is and will be impractical to determine the actual
amount of damages resulting from such delay, and LICENSOR will in such
instance pay to CITY liquidated damages in the sum of one hundred dollars
($100) per day for each business day of delay in providing services in
accordance with the Contract Documents, commencing upon the expiration of
the twenty (20) business day period; provided, however that the total period of
all liquidated damages paid to the CITY under the terms of the Contract shall not
exceed one hundred and eighty days (180) or eighteen thousand dollars
($18,000).
1
-39-
627/014084-0008/3225425.1 a02102/99
14. Entire Agreement
This Agreement sets forth the entire understanding between the parties as to the
subject matter hereof and merges all prior discussions between them, and
neither party shall be bound by any prior representations, conditions,
understandings, or warranties except for original system warranties or those
expressly provided herein, or in any surviving terms of prior written agreements
between the parties hereto, or in any written agreements signed by
representatives of the parties on or subsequent to the date of this Agreement.
No provision appearing on any form originated by CLIENT shall have any force
or effect unless such provision is expressly accepted in writing and signed by a
representative of TIBURON.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set
forth below.
CLIENT TIBUR N/
Signature of Authorized
Representative
e w-r6 ly 'lfa,-)
Name (type or print) Name (type or print)
yP Pjusl,✓`�ss Q�U`�c0!'ats��
Title Title
�55ti ix y t 199�
Date Date
t
-40-
627/014084-0008/3225425.1 .02/02/99
APPENDIX C - SOFTWARE SUPPORT AND MAINTENANCE FEE
CLIENT NAME: City of Palm Springs CONTACT: Jim Runge
Support and Maintenance provided to the CLIENT listed above shall be pursuant to the
terms and conditions of the TIBURON Agreement for Extended Service dated
This Exhibit A shall become part of said Agreement upon signature and shall be effective
to and applies only to the application software and
software modules listed below and will be billed in advance annually, unless otherwise set
forth in Exhibit B. Upon future renewals, there will be an additional charge to those
CLIENT's requiring semi-annual or quarterly invoices.
FROM THE EXHIBIT "C"
Software Module Months CPU Make Model Serial # User Total
License Fees
IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized representatives.
Tiburon, Inc. Client
By:, By:
Craig Nelson (Authorized Signature)
Vice President
Business Development Division Name:
Title:
Date: Date:
p
-41-
627/014084-0008/3225425.1 .02/02/99
1
-42-
627/014084-0008/3225425.1 a02/02/99
APPENDIX D - SCHEDULE OF SERVICES AND CHARGES
Basic Services $ per year
TIBURON will provide basic services as defined in the Statement of Work contained
in the Section 2 of the Extended Service Agreement for the software systems as
defined in
Exhibit A.
Support for Computer Aided Dispatch, Message Switch and Jail Management
Systems is 24 hours per day, 7 days per week. Support for other products is from
6:00 a.m. to 5:30 p.m. Pacific Time, excluding weekends and normal TIBURON
holidays, unless the "24/7" Service Option is selected. In all cases, call-out charges
will apply as described below.
"24/7" Service Option $ per year
Products not normally covered by 24-hour support may optionally be supported with
24-hour coverage (including TIBURON holidays). Applicable call-out charges
continue to apply. If this option is not in force, technical support requests outside of
covered hours are charged at technical service rates as defined below.
Prepaid Technical Support Resource Pool $ per
year
A dollar amount is allocated to a Technical Support Resource Pool. The charges for
Technical Support will always be calculated at the TIBURON facility rate and will be
subtracted from this dollar amount as incurred. Any unused portion of this account
is carried over to the next contract year.
Gold Card Service Option $ per year
A total support program is•tailored for CLIENT and includes a schedule of on-site
visits by TIBURON personnel for data base management, working with end users to
identify and resolve problems and to apply agreed upon software changes,
installation of new software products obtained through this Agreement, and a
comprehensive training program. (If selected by CLIENT the terms of this option are
defined in the Gold Card Service Schedule will be attached as Exhibit C and
incorporated herein by reference.)
Operations Review included
Tiburon personnel will visit the client site periodically and meet with management,
-43-
627/014084-0008/3225425.1 a02/02/99
operations and other user personnel to conduct an operations review of the systems
and an analysis of the CLIENT's automation requirements. A report will be
produced to include observations and recommendations as regards the use of the
system. Working with the CLIENT, this review will be further documented in the
form of a multi-year automation plan for the CLIENT. There will be no charge for
this service if total annual maintenance exceeds $
Tiburon User Group Membership included
Two voting memberships in the Tiburon User Group are included in Basic Services.
Up to three additional voting memberships may be purchased for $!each.
Technical Service Rates
Technical Services Rates shall be deducted from the Prepaid Technical Support
Resource Pool, or if that option is not available, they shall be invoiced to CLIENT as
incurred.
1. Technical Service Rates
Technical support shall be charged at the following rates:
At TIBURON Facilities: $ per staff hour
At CLIENT Site: $ per staff hour
A minimum of four (4) hours per occurrence will be charged for work conducted at
TIBURON facilities and a minimum of eight (8) hours at CLIENT site for Technical
Services not covered under Basic Services or "24/7" Service Option as described
previously.
2. Materials, Travel and Per Diem Expenses
When applicable, all special materials, plus travel and per diem expenses shall be
charged to CLIENT at cost.
3. Call-Out Charges
For systems not covered under 24/7 support, after normal business hours, call-outs
will be billed at $ per call. After the first hour, the rate if $_ per hour with a
two-hour minimum. If CLIENT'S systems are covered under the 24/7 support, the
off-hour call-out fee is only $_.
4. Remote Access
1 All charges in this Agreement are predicated on CLIENT providing the required
-44-
627/014084-0008/3225425.1 a02/02/99
� 0
hardware, software, and operating environment for dial-in service. If CLIENT does
not provide this support for dial-in service, the following additional charge will apply:
$_per month per system supported
In addition, travel and per diem expenses for on-site support required due to lack of
remote access will be charged as defined in Item 1, page 3, Exhibit B.
Payment Provisions
Payments due under this Agreement shall be made based on invoices submitted in
advance on an annual basis for Basic Services and Options or as incurred for
miscellaneous expenses.
Charges provided for in this section may be altered by TIBURON annually on the
anniversary date of the Agreement by giving a 90-day advance written notice of
such changes.
The amount of any tax, license, or permit fees, but not including taxes on income,
that may be imposed or levied upon this Agreement, the transaction, or the
materials or services delivered hereto, shall be added to each invoice and paid by
CLIENT in addition to the amounts shown above.
p
CLIENT shall pay each invoice within 45 days of receipt thereof.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized representatives.
Tiburon, Inc. Client
Authorized Signature Authorized Signature
Name Name
Title Title
Date Date
-45-
627/014084-0008/3225425.1 a02/02/99
City of Palm Springs
Contract Amendment No. 01
To
Contract Services Agreement for Computer Assisted Public Safety System
This Contract Amendment No. 01 presents all contractual changes applicable to delivery of an
NTTM-based versus a UNIXTM-based Computer Aided Dispatch Direct Delivery Product
("CAPS") system to the City of Palm Springs. With the change from UNIX to NT, the City of
Pahn Springs (the "City") acknowledges this as a BETA Site implementation of the NT-based
CAPS as anticipated by, and described in, the Confidential Disclosure Agreement ("CDA")
executed between the City and Tiburon on March 2, 1999. By reference, that CDA is
incorporated herein in its entirety, and it is presented as Attachment I hereto.
This Contract Amendment No. 01 also reflects certain administrative changes,
In accordance with the Clause 9.3 titled, "Integration; Amendment", the Contract is hereby
amended as follows:
1. Clause 1.1 title "Scope of Services"is amended by the deletion of the fast sentence and
its replacement with the following:
'Ti compliance with all terms and conditions of this Agreement, the Contractor shall
provide those services specified in the"Initial Statement of Work,NT CAD and RMS
(Beta Product)"that is presented as Attachment 4 to Contract Amendment No. 01 of this
Agreement. Additional definition of the services to be provided hereunder is presented in
the "Scope of Services" attached hereto as Exhibit "A". As pertains to both those
documents and as referred to herein, such services may be referred to as "services" or
"work"hereunder."
2. Clause 1.9, titled "Special Requirements", is hereby deleted in its entirety.
3. Clause 2.1,titled "Contract Sum',is amended to reflect the correct contract value. The
first sentence of that clause is deleted and replaced with the following:
"For the services rendered pursuant to this Agreement, the Contractor shall be
compensated in accordance with the"Schedule of Compensation",attached hereto as
Exhibit"C"and incorporated herein by reference, but not exceeding the maximum
contract amount of FIVE HUNDRED EIGHTY SIX THOUSAND EIGHTEEN
DOLLARS AND NO CENTS ($586,018.00)(herein"Contract Sum", except as provided
in Section 1.8)."
4. Clause 3.2, titled "Schedule of Performance", is amended by the deletion of the existing
second sentence, which is replaced with:
"When requested by the Contractor, extensions to the time period(s) specified in the
Schedule of Performance (Exhibit D)may be approved in writing by the Contract
Officer,but not beyond December 8, 1999."
5. Clause 7.7, titled"Liquidated Damages", is hereby amended by deleting the existing
fourth line and replacing it with the following:
"...pay to pursuant to the terms of the third paragraph of paragraphs 13 (b) of the
Agreement for Extended Services executed by...".
Page 1 of 5
6. A new Clause 10 titled"Order of Precedence"is added to read as follows:
y
Any inconsistency in this Agreement shall be resolved by giving precedence in the
following order:
• The Agreement and its Clauses 1-11, and may be amended in accordance with Clause
9.3
• City of Palm Springs, Initial Statement of Work,NT CAD and RMS (Beta Product),
dated 4/1699 (Attachment 4 to Contract Amendment No. 01)
• The Scope of Services (Exhibit A)
• The Pricing Assumptions (at Pages 29-30 of the Agreement)
7. A new Clause 11, titled "Warranty", is added to read as follows:
"Tiburon shall provide warranty services for Tiburon licensed Application Software
according to the terms and conditions of the Agreement for Extended Service set forth in
Appendix B and incorporated herein by reference.
During the warranty period, Tiburon warrants that the Tiburon Licensed Application
Software as provided under this Agreement will conform to the specifications in the
Scope of Services (Exhibit"A")and as will be described in the NT CAD product
documentation that will be delivered to the City by Contractor on or before the start of
Training.
The warranty period for Tiburon Licensed Application Software is 180 calendar days
following the system being placed in production status. Warranty support shall be
provided in accordance with the ESP Maintenance Program(Appendix B), and shall not
require any additional compensation or payment by the City other than the call-out fees
as described in the Schedule of Services and Charges (Appendix D). Following the
warranty period, additional support and maintenance per the terms set forth in Appendix
B shall be available to the City at the rates set forth in the Software Support and
Maintenance Fee-Appendix C."
7. Signature Page(Page 14)of the Agreement: Tiburon, Inc. is a Virginia corporation.
8. Scope of Services (Exhibit A), Section 2.1: Delete the first sentence and replace with the
following:
"Whether implemented within the CAPS environment with RMS/DDP or as a stand-
alone dispatch system, Contractor's CAD/DDP will provide an effective solution to the
challenges facing today's emergency communications environment."
9. Schedule of Performance (Exhibit D)is modified by deleting the existing text and
replacing it with the following:
"The prices assume that all the City of Palm Springs supplied services and facilities will
be provided according to an agreed to schedule which ensures that Tiburon is able to
supply all services in accordance with the following schedule:
Page 2 of 5
I
Contract Amendment No.01
Contract Services Agreement for Computer Assisted Public Safety System
Milestone/Event Due Date
System Review—NT CAD Phase 1 May 17, 1999
On Site Installation June 1, 1999
NT Server
Data Entry Workstations
Train on Data Entry
Pahn Springs Data Entry June 7, 1999
NT CAD Installation On Site July 12, 1999
Installation of other applications August 16, 1999
NT RMS
NT MSS
Interfaces
CARS
Training—CAD/RMS/Interfaces September 13, 1999
Go Live—Cut Over to Production October 11, 1999
System Acceptance November 10, 1999
10. Pricing Assumptions (Pages 29-30):
The first bulletized paragraph is deleted in its entirety, and replaced by the following:
"Contractor shall install baseline CAPS product line. Based upon Contractor's
assessment of City's requirements,no additional software or hardware is required, other
than that provided under this Agreement, for the CAPS system to perform pursuant to the
specifications described in the Scope of Services (Exhibit"A") and as will be described
in the NT CAD product documentation that will be delivered to the City by Contractor on
or before the start of Training. Should additional software modules be required for the
successful operation of the CAPS system at PSPD pursuant to those specifications,
Contractor, at its sole cost and expense, shall provide City with such additional software
modules as required for the successful operation of the CAPS system at PSPD".
The second bulletized paragraph is deleted in its entirety, and replaced by the following:
"The prices were developed based upon Contractor's best understanding of City's
dispatch and records automation requirements. Should requirements exist which are
outside the scope of the System specifications described in the Scope of Services (Exhibit
"A") and as will be described in the NT CAD product documentation that will be
delivered to the City by Contractor, they may be purchased by the City at additional cost,
pursuant to Contractor's price schedule, attached to this Agreement as Appendix "D".
At the end of the fourth bulletized paragraph, "...Exhibit "C.......is deleted and replaced
by "..,Exhibit"D.....".
The paragraph immediately following the sixth bulletized paragraph is deleted and
replaced with the following:
"The prices are based upon the following payment schedule which allows Contractor to
invoice City upon completion of specific project milestones:
Page 3 of 5
1
Contract Amendment No. 01
Contract Services Agreement for Computer Assisted Public Safety System
Hardware/OEM $93,056 Upon manufacturer delivery to Contractor or the City,
whichever comes first
Software/Services $123,240 Upon execution of contract documents
$98,592 Upon successful installation of CAD at Client Site
$123,240 Upon successful installation of RMS at Client Site
$24,648 Upon successful installation of MCS at Client Site
$24,648 Upon successful installation of CARS at Client Site
$49,298 Upon completion of CAD and RMS training at Client
Site
$24,648 Upon Contractor certification of Ready for Production
$24,648 Upon City Acceptance"
The third line of the first sentence of the paragraph that begins "City Acceptance...", is
deleted and replaced by:
"...functionally operates pursuant to the specifications described in the Scope of Services
(Exhibit"A")and as will be described in the NT CAD product documentation that will
be delivered to the City by Contractor on or before the start of Training."
The bulletized note that appears at the top of Page 28 of the Agreement is hereby
modified with the addition of the three (3) sentences that are shown below. An additional
paragraph is also added to that section regarding licensing for third-party software, and
that additional paragraph is also presented below.
"As part of its performance under this Agreement, Contractor will provide to the City
certain software developed by Contractor. That software shall be provided in operating
form. The City accepts Contractor's software under the terms and conditions of the
Contractor's Software License Agreement, included herein as Appendix"E",
incorporated herein by reference."
"Certain third-party software programs, such as server and workstation operating system
software,require that City execute a separate software license agreement. Any applicable
license agreements shall be duly executed by the City."
11. Appendix B —ESP Maintenance Program:
Section 2(f) is modified at the second/third lines with the replacement of"...Western
Standard Time..."with"...Pacific Time...".
12. Contractor's Software License Agreement is added as Appendix "E", and is presented as
Attachment 2 to this Contract Amendment No. 01.
13. The following statements/paragraphs are added under the bulletized notes that appear at
the top of Page 28 of the Agreement:
"Once the Systems provided hereunder have been placed into production status, Source
Code for the licensed Tiburon application programs delivered to the City as a part of
those systems will be deposited into an escrow account, and the City will be added to that
escrow account as a beneficiary. The City will retrain a beneficiary of that escrow
Page 4 of 5
Contract Amendment No. 01
Contract Services Agreement for Computer Assisted Public Safety System
account as long as the delivered systems remain under warranty or under the coverage of
Tiburon's Agreement for Extended Services. A copy of the escrow agreement, with the
City listed as a beneficiary thereto, will be delivered to the City immediately following
the placement of the delivered systems into production status. A representative copy of
the SAFE Escrow Agreement anticipated by this provision is included as Attachment 3 to
Contract Amendment No. 01 to this Agreement, and is incorporated herein by reference."
"TIBURON shall provide the Oracle data base and any other applicable thud-party
licenses in the quantities requested by the CLIENT for operation of the systems being
installed as part of this Agreement. As part of the deliverables of this Agreement,
TIBURON will integrate that licensed software into the hardware and software systems
to be delivered and certified. If for any reason it is determined that insufficient licenses
have been purchased, or that for any reason more licenses are required for system
operation, the CLIENT is responsible for any additional costs associated with obtaining
those additional licenses, and the costs associated with applicable integration fees."
All other terms, conditions and provisions of the original Agreement, as amended,remain
unchanged, except as specifically noted herein.
CONT C/TOR ACC OWLEDGEMENT: CITY ACKNOWLEDGEMENT
113
Sigr4i4re gnature
Printed Na Printed Name
I� IS��r7JE'
Title Title
Date Signeff Date Signed
i
Page 5 of 5
Contract Amendment No. 01
Contract Services Agreement for Computer Assisted Public Safety System
1
City of Palm Springs
Contract Amendment No.01
To
Contract Services Agreement for Computer Assisted Public Safety System
Attachment 1—Confidential Disclosure Agreement
A
a. a - — -u ast
CONFIDENTIAL,DISCLOSURE AGRF,EMLNT
y Ths CON Fl ESGNTIAL DISCLOSURE AGREEMENT is made and entered into as of the—2LAJ-D
day of'N an;h 1099,by and netwecn Tiburon,Inc.,a Virginia corporation,hazing im principul place of
busine•:, at 4n3y0 Civit•.Center Drive,Suite260.Fremont,CA 9453&MIB.T,IROW),and the City of Palm.
Spring,.Ca lifol nia. a municipal corporation, with its offices at 200.South C.ivjc.Drive-Paim Springs,CA
92262-"(h her Party*), T115URON and Other Parry are each herein called a"Patty"and are collectively
t. Background. The Parties have exwu[rd a contract with an cffc,4ve date of 8 February 1999
u0derna1cl,'I'p11URON is to install a UNLK-based computer aided dispatch.("CALL")system and Records
Manugomcnt Sy:=tenn("RMS"). TIBURON is completing development of NT-bash versions of CAD and
RMti. (khcT Ptmy is Intefc;Md in evaluating the NT-based C'AD and RMS systems as aitcrnrti Yes in lieu of
the (INIX-hastdsystemslo be installed byTIBIIRON. To.facilitate Other Party'sevainatlnitoftheNT-
based(,*AP and RMS,TIBURON most disclose to Other Party certain mazicating sensitive Confidenual
.Information pertaining to those systems,including,but nor iin itad to,pradnet development brae lines and
pruduct pricing.
2. Disciuwte of Canfidenoad Iniorouttioo. Information shall he wnsidered Confidential
Infornimio:i if it is idcntafied in writing as confidential or ptoprietary.or if disclosed verbally or visually.
upon notice in writait gpecitying the Confidential Infurnnation wuhin fifteen(15)days of such disclosure.
Each of rhi:Partieb shall haid taconfidence.add shall ant disclose to any third party any Confidential
Information Jkcloned to!;by the other,except as.expressly permitted under this Agreement. Each of the
Psrtrep,h;ill uw such.Contidentiat lnformanoa only for the purpose of which it was disclosed and shall not
cxpluin such Confidential Informanion for its own benefit or the benefit of another without the prior writtnn
eumsem tit the eliselosing Party. Each.of the Pamirs shall disclose Confidential Infortna{ion of the other
Party mly to ifs rmployees and consultants who have a need to know such Confidential Information in the
uotnse of me pexitwn,ancc of their duties and who am legally bound to protect the confidentiality of such
Conlidcntial infmronotiom in the case of such cousul[att(a,the Party receiving suth Confidential Tniornuttioo
sbail ubtmn it wriucn ag=naeat suhstadrialty similar to the Agreement.
l 3. Protection of Cort6dea[W Infurarre.tinn, Each of the Parties shall protect the other Patty's
Confllli'ntial Infucmation by using the soma degree of care, but not less thin a reasonable degree of care,to
prevent the nnaud:oraed ult.dissemination.publication of,or access to,the disclosing Party's Confidential
Infurma.uun a;it've,to protect Its own Canflderadid Information
a.. Property Rights;is Caarrdetttlal Informmtira Confidential Information will remain the
pmlxrty ul'du�dist[,tsi.ng Patty tratwithstanding.diselosure hereunder. DisclosnreofConfidendal
Ini'neaatina hereunder shall not lad deemed to constitute a grant,by ariphcition br orhtrwise,of a right or
livens,: to thu Contldeiniul Information or in any patens or patent applications,iradetnarks or copyrights of
dta dtaclosurg,l'sn'}.
5. I.hnitation on ObLiptioos. The obligations of the Patties specified in Scetion 3 above shall
fait apply many Confidential Information which:
ra) 16 orh.rwieo in Ihc public domain at the time of disclosure,or becomes publicly known,in each
casu,,mron_;b no breach oi'this Agreement by the receiving Party,provided,houiever,that information shall
not be dlbnivallficd as Confidential Informaton(i)merely becaustt it is embraced by more general or generic
informoau,n which i,in the public domain or available from a third Parry,or(ii)[fit can only be
recun.stn'ucted from inibm.ation taken from multiple sources,none of which individually shows the whole
combuntnion(wuh matching degree of specificicy),its prlttdple of opera6pri andFor the refevanr use or
mothod of use,ab dl+piieable.
Page I of 3
1,
a
(b) hccomes known the receiving Party through disclosure by scurees other than the disclosing Party
huvinp die rights Io di>cl'ose such Confidcntial'Infomratiorr,
I / (c) is approved for release by written authorirttion Of an officer of the disclosing Perry:
(d) ilia inlormuti6n is required to be disclusud by any applicable judgment,order or decree.of any
cour:w g,weramentat body or agency having jnrhic iuuon or by any law•rule;or regulation or stock
cxcha,h_e rule or requtrcmem (provided that in connection with any Such disclosure, the Puty disclosing
such i4nnitation.,hall give to the otter Patty reasamYbte prior notice of cite disc:oF=a of any such
infonna(ii ri pursuant III this exception and shall obtain, to the extent possible,confidential treatment for
such information by any authority rmqu dredelivery of such information);tu'
(c) :,transmitted by a Party after receivingnotification from the other Parry that it does nut drsim to
recdr,o ahv litnher(.'.(influential Information.
ti Return Of BatuQWzts. Fsdt of the Parties shall,upon the wfltten request of the other Party.
or npnn Ierminutiou of this Agreement:return to the other Party all Confldeulial lnfartautiao,and say
<let ivmtves thercot_from such Partyrecdved pursuant to this Agreement(and-all copies and reproductions
ifiereni),cacept I:tat one(1)copy thereof may be retained by such Party's attorneys(who a=vm an
agrucmant.whsutntially sitniiar to this*Agreement)solely for the purpose of detuncen'Ling di=extent of its
oblig:u ions hereunder.
. Turin and Tetvdnahem This Agreement may.be terminated a any time by 6ibar Party.
flnle+a earlier lermmateat.thisApnoernent and the mchange of Confideruial lidwroaknn&ball cxpi=one(I)
year)ruin the Effective Date and any Infortnatiou mchanged after such terrnivatina or expiration shall not
be cvnxideral f:nntidtmtial(rrforrwttiov. The obligations of Secuons2,1,4,fi and 8 hereof,howm,cr,shah
Fu,vivo tr.l'mi narimt of this Agreement.
S. General.
(a) The recetving'Party shall not reverse-engineer,dccompik,or disassemble any software disclosed
•1 (a'it:utd,,hall not remove,Overprint or dcfaoe any notice of copyright,trademark-logo,legend„or other
noricc,of owner=hip form any originals or copies of Confidential Informatuiniit obtains from the Disclosing
Pints.
(It) CONRDE,NTIAL INFORMATION IS PROVIDED"AS U.."WITH.ALL FAULTS. IN NO
EVENT.yHA.LL TILE DISCLOSING PARTY BE LuaLE FOR TIM ACCURACY OR
CI.M tt1t.fr77ENES.-;OF 7HT CONFIDENTIAL WTORMATICK
?lone of the Confidenrhtl Information disclosed by the parties consulates any representanon.
wurrxuy,assurance,guarauee or inducement by either Party to the other with:respeet to the inftingerrehu of
trademarks.tnacni4,copyrights,any do of privacy or any rights of(bird persons.
20 Thk Agreement and.a.Ptuty's rights,duties and obligations under this Agreement art not
trtn4l,r4blc it assiprtabie by that Party without the express prior v, *then consern of the other. Any attempt
to transtur or asuign this Agreement or any of the rights,duties or obligptions under this Agreement without
such cnnsant IF vurd.
(d) 'Fh+s Akrcemcnt=only be malificd by a written agreerntnt duly sighted by the persons
atuhon izcd ah argn.ugreerz,mrs on behilf of the pares hereto,and variance from the terms or conditions of
thm M1procment will be of no efftsL
• - — Page 2 of T ,
C
4
p
(e) If any pmvision or provisions of this Agrrcmend shall be held to ba invalid,tllegaf er
unenfin cc:Ole.the vWtdily,legml'ity andenforcesbihty of the rent prevjstgrts rJt.+JI not in any way be
affecicd or be impaired thereby.
(f) 'Phis Agmcmcot shall he governed and cunstrued to accordance with the laws of the State of
Virgmia.USA.
(L) This Agreement is the complete And exclusive statement of the agroeraent between the parties as in
the snhlect smarm hereof and supersedes all communications between the parties rclaeted.to the subject
moue,of dais A$rrement.
(h) A waiver of a breach or d4fault nrtder this Agm=era shall not be a waiver of any outer or
suhsraptmu brcacli ur default. 'the felines ordchty inenforcing compliance-idt any termer condition of
thk a2mcrnont Shull'not constitute a waiver of such term or condition ualeas such temaor condition is
mpres4y waived in wntmg.
M .art tha cveat'of a brush or dutamned bomb by a Party of say of the ptovisinns of this Agreement,
the other Party,in addition to any otherremedica av 4ab)e to is under law,dWi be entitled to an injunction
reslrnimng die breaching Party from the performance of acts which cumtitutc'abr h of this Agxeoment.
'I'his A.rNemem shaft be binding upon the-parties hereto and sauce to the benefit of tho parties hereto, their
rmprrtiv-:sucumstrts and permitted Assigns.
Nefdter Party shall export or cransmir,directly or indirectly,the.Confidenual.Information or any technical
data recci ved from the other Patty ouuside of the United Slates(iocfttdiug,but not limited to,the export or
delivery of any wch to foreign parties within tha United States) in violation of export laws
and/or regulations of the Ecru led States or any other applicable.country_
IN WITNI?SS WHERFCF.the ptlrnts hereto have executed this Agreenumt effective the day and
year firm above written.
Tiinu'onr irre. othet Party
Na mv.:Craig A.Nelson
c o
Tidc: Vice Pre:sidcnt,Business Developmeat Title: IvIE�TU+Z. O f?9lJA/�P�fT/(/.7/1'
Page 3 of 3
TOTAL P.a4
City of Palm Springs
Contract Amendment No. 01
To
Contract Services Agreement for Computer Assisted Public Safety System
Attaclunent 2—Software License Agreement
1
TIBURON, INC.
SOFTWARE LICENSE AGREEMENT
Name and Address of CLIENT: The City of Palm Springs
200 South Civic Drive
Palm Springs, California 92262
Identification of Program(s): NT CAD
CAD Activity Reporting System (CARS)
NT RMS
Automated Activity Reporting (ARS)
Mobile Computing Solution (MCS) with Automated Field Reporting (A
Tiburon, Inc., a Virginia corporation having its office at 39350 Civic Center Drive, Suite 280, Fremont,
California, doing business as and hereinafter called "TIBURON", and the client whose name and address
are written above (CLIENT), agree that the following terms and conditions will apply to the software
programs identified above (Program), including the operating version of the software and program
documentation.
1. LICENSE. TIBURON agrees to grant CLIENT a non-exclusive license to use the Program subject to
the terms and conditions of this license agreement.
2. BACK-UP POLICY. CLIENT may make two back-up copies of the Programs for CLIENT's own use
and security. No additional back-up copies are authorized except to remedy media failure. In no
event may copies be transferred to a third party.
3. RESTRICTIONS ON USE AND TRANSFER. The original and backup copies of the Program are to
be used on one computer only at any one time. CLIENT may not distribute the Program or any part of
the materials relating thereto to a third party. CLIENT may not distribute the Program over a network.
CLIENT may not transfer this license. These restrictions apply to all derivative products of the
Program, regardless of whether modifications were made by TIBURON, CLIENT, or a third party.
4. NO EXPRESS OR IMPLIED WARRANTIES FOR THE PROGRAM, INCLUDING THE WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS
LICENSE AGREEMENT. ANY SUCH WARRANTIES ARE LIMITED TO THOSE WHICH MAY BE
EXPRESSLY STATED IN SEPARATE AGREEMENTS BETWEEN CLIENT AND TIBURON.
5. LIMITATION OF LIABILITY. NEITHER TIBURON NOR ANY PERSON CONNECTED WITH
TIBURON SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED BENEFITS OR PROFITS, RESULTING
FROM THE OPERATION OR FAILURE TO OPERATE OF THE PROGRAM.
6. TERM. This license is effective until terminated. It will be terminated if CLIENT fails to comply with
any term or condition of this License Agreement. CLIENT may terminate this agreement at any time.
In the event of termination CLIENT agrees to destroy the Program together with all copies and related
material.
7. MAINTENANCE MODIFICATIONS. TIBURON will provide Maintenance Modifications to the software
licensed for a period of 180 days after acceptance of said software, or for such further period as may
be specified in a written agreement between TIBURON and CLIENT. At the conclusion of that period,
TIBURON is willing to provide continuing services for an additional charge.
"Maintenance Modifications" shall mean modifications or revisions which correct errors in the licensed
software and documentation, support new releases of operating software and other updates which are
not Enhancements.
"Enhancements"shall mean changes or additions (other than Maintenance Modifications) made by
TIBURON to the licensed program which add significant new functions or substantially improve
performance of the licensed software by changes in system design and/or coding, and related
documentation.
Page 1 of 2
IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth below.
CLIENT: Tiburon, I c.:
t
uthorized eprese ative Signaa )of Authorized Representative
G ( //-477> A< N -SDN
Name Name
V1C� � sinr�
'/l2f'C ke o r CD Az&
Title Title
Date Date
b
�I
Page 2 of 2
City of Palm Springs
Contract Amendment No. 01
To
F Contract Services Agreement for Computer Assisted Public Safety System
Attachment 3—SAFE Escrow Agreement(Sample Format)
l
9
1G 11J1
P.OZ
SAFE ESCROW AGREEMENT
Account Number
��. This Agreement is ei'lcctive 19 ' between ' Data Securities
International, Inc. ("DSI") and Tiburon, Inc. ("Depositor"),
who collectively may be referred to in this Agreement as "the parties" and who are more fully
identified in the Exhibit A.
A. Depositor desires to establish an escrow with DSi to provide for the retention,
administration and controlled access of the proprietary technology materials of Depositor.
R. Depositor desires to avoid disclosure of its proprietary technology except under certain
limited circumstances.
ARTICLE. 1 -- DEPOSITS
1.1 Obligation to Make Deposit. Upon the signing of this Agreement, Depositor shall deliver
in DS1 the proprietary information and other materials ("deposit materials") to be deposited
under this Agreement.
1.2 Identification of Tangible Media. Prior to the delivery of the deposit materials to DSI,
Depositor shall conspicuously label for identification each document, magnetic tape, disk, or
other tangible media upon which the deposit materials are written or stored. Additionally,
Depositor shall complete Exhibit B to this Agreement by listing each such tangible media by the
item label description, the type of media and the quantity. The Exhibit B most be signed by
Depositor and delivered to DSI with the deposit materials. Unless and until Depositor makes the
initial deposit with DSI, DS1 shall have no obligation with respect to this Agreement, except the
obligation to notify Depositor regarding the status of the deposit account as required in Section
3.2 below..
13 Deposit inspection. When DSI receives the deposit materials and the Exhibit B, DSI will
.conduct a deposit inspection by visually matching the labeling of the tangible media containing
the deposit materials to the item descriptions and quantity listed on the Exhibit B.
I A Acceptance of Deposit. At completion of the deposit inspection, if DSI determines that
the labeling of the tangible media matches the item descriptions and quantity on Exhibit 13; DSI
will date and sign the Exhibit 13 and mail a copy thereof to Depositor. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the
discrepancies in writing on the Exhibit B; (b) date and sign the Exhibit 9 with the exceptions
noted; and (c) provide a copy at' the Exhibit B to Depositor. DSI's acceptance of the deposit
occurs upon the signing of the Exhibit B by D51.
1.5 Depositor's Representations. Depositor represents as follows:
❑. Depositor lawfully possesses oll of the deposit materials deposited with DSI;
0 1983. I996 DSI S96v2
d • Ma-Y—LZ-9`} 11:.31 - P.03
b. With respect to all of the deposit materials, Depositor has the right and authority
to grant to DST the rights as provided in this Agreement;and
C. The deposit materials are not subject to any lien or other encumbrance.
. y
1.6 Deposit Updates. Updates to the deposit materials will be added to the existing deposit.
All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be sighed by
Depositor. Fach Exhibit B will be held and maintained separately within the escrow account.
An independent record will be created which will document the activity for each Exhibit E. The
processing of all deposit updates shall be in accordance with Sections 1.2 through 1.5 above. All
references in this Agreement to the deposit materials shall include the initial deposit materials
and any updates.
1.7 Removal of Deposit Materials. The deposit materials may be removed and/or exchanged
only on written instructions signed by Depositor or as otherwise provided in this Agreement.
ARTICLE 2 --SAFE BENEFICIARY ENROLLMENTS
2.1 SAFE Bencficiary Enrollments, After DSi's acceptance of the deposit materials,
Depositor.pray enroll one or more beneficiaries to this technology escrow account. Depositor
will execute and submit to DST a SAFF Beneficiary Enrollment document,.Exhibit C, listing
each beneficiary to be enrolled as a SAFE. Beneficiary under the Agreement. Upon DST's
acceptance ofan Exhibit C, DSI will issue an enrollment letter to the,SAFE Beneficiary.
2.2 Other Third Parties. DST shall have no obligation to any other third party except SAFE
Beneficiary accepted by DST. DSL and Depositor shall have the right to- modify or cancel the
Agreement without the consent ofany third party.
AR1'ICLL:3 --CONFIDENTIALITY AND RECORD KEEPING
3.1 Confidentiality. DST shalt maintain the deposit materials in a secure, environmentally
safe,r locked facility which is accessible only to authorized representatives of UST. DST shall
have the obligation to reasonably protect the: confidentiality of the deposit materials, Except as
provided in this Agreement, DSI shall not disclose the content of this Agreement to any third
party and shall not disclose, transfer, make available, or use the deposit materials. If DSI"
receives a subpoena or other order ofa court or othcrjudicial tribunal pertaining to the disclosure
or release of the deposit materials, DSi will immediately notify Depositor. it shall be the
responsibility of Dcpasitor to challenge any such order; provided, however, that DST does not
waive its rights to present its position with respect to any such order. DST will not be required to
disobey any court or other judicial tribunal order. (See Section 8.5 below for notices of
requested orders.)
3.2 Srarus Reports. 1TSI will issue to Depositor a report profiling the account history at least
semi-annually. DSl may provide topics ol'the account history upon request.
S96v2
JMft.r-12-99 11:32 � P.04
--s
3.3 Audit Riphis. During the term of this Agreement, Depositor shall have the right to
inspect the written records of DST pertaining to this Agreement. Any inspection shall be held
during normal business hours and Collowing reasonable prior notice.
f
ARTICI-E 4 -- GRANT OF RIGHTS TO DS1
4.1 Title to Media. Depositor hereby transfers to DSi the title to the media upon which the
proprietary information and materials are written or stored. However, this transfer does not
include the ownership of the proprietary information and materials contained on the media such
as any copyright,trade secret,patent or other intellectual property rights.
4.2 Ripht to MakeCopies. DSI shall have the right to make copies of the deposit materials as
reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure,
and other proprietary notices and titles contained on the deposit materials onto any copies made
by DSI. With all deposit materials submitted to DSI, Depositor shall provide any and all
instntctions as may be necessary to duplicate the deposit material including but not limited to the
hardware and/or software needed.
ARTICLE 5 --RELEASE OF DEPOSIT
Release of Deposit Copy to a SAFE Beneficiary. Upon receipt by DSI of written instruction
directly from Depositor, Depositor's trustee in bankruptcy, or a court of competent jurisdiction,
and payment to DSI of the deposit copying and delivery fees, DSI will release a copy of the
deposit materials to the,SAFE Beneficiary identified in the instruction.
ARTICLE 6 ---'rLRM AND TERMINATION
6A Term of Aerecmcnt. 'fhe initial terns of this Agreement is for a period of one year.
Thereafter, this Agreement shall automatically rcncw from year-to-year unless (a) Depositor
instructs DST in writing that the Agreement is terminated; or(b) the Agreement is terminated by
DST for nonpaynment in accordance with Section 6.:. If the deposit materials arer subject to
another escrow agreement with DSI, DSI reserves ilia right, after the initial one year term,_to
adjust the anniversary dale of this Agreement to match the then prevailing anniversary date of
such other escrow arrangements.
6.2 Term of SAFE Beneficiary. Upon receipt by DSI of Depositors executed Exhibit C,the
SAFE Beneficiary will be enrolled for an initial term of one('1) year, unless Depositor Instructs
DSI to terminate the SAFE Beneficiary earlier. Subsequent enrollment terms shall renew from
year-to-year unless (a) Depositor instncts DSI in writing to terminate the SAFE Beneficiary; or
(b)the enrollment is terminated by DSI for nonpayment in accordance with Section 6.3.
6.3 Termination for Nonpayment. Jn the event of the nonpayment of fees owed to DSI,
DSi shall provide written notice of delinquency to Depositor. ff the past due payment is not
received in full by DSI within one month of the date-of such notice, then. DSI, shall have the
Pqu 3 S96v2
a3
,r�1G-�J7 11]3G P-05
right to terminate this Agreement at any time thereafter by sending written notice of-termination
to all parties. DST shall have no obligation to take any action under this Agreement so long as
any payment due to DST remains unpaid,
y 6.4 Dis osition of Deposit Materials Upon Termination. Upon termination of this
Agreement by instruction of Depositor,DST shall destroy, return, or otherwise deliver the deposit
materials in accordance with such instructions. Upon termination for nonpayment, DSI may, at
its sole discretion, destroy the deposit materials or return them to Depositor. DST shall have no
obligation to return or destroy the deposit materials ifthe deposit materials are subject to another
escrow agreement with DST.
6.5 Survival of Cerms Following Termination, Upon termination of this Agreement, the
following provisions of this Agreement shall survive:
a. Depositor's Representations (Section 1.5);
b, The obligations of confidentiality with respect to the deposit materials;
C. Iltc obligation to pay DSI any fees and expenses due;
d. The provisions of Article S; and
e. Any provisions in this Agreement which specifically state they survive the
termination or expiration ofthis Agreement.
1, ARTMI.I 7 -- DSI'S FEES
7.1 Fee Schedule. DSI is entitled to he paid its standard fees and expenses applicable to the
services provided. DSI shall notify Depositor at feast 90 days prior to any increase in fees.. For
any service not listed on MI's standard fee schedule, DST will provide a-quote prior to rendering
the service,if requested.
T2 Puy! nt Terms, DSI shall not be required to perlortn any service unless the payment ltmr
such service and any outstanding balances owed to DSI are paid in full. All other fees are due
upon receipt of invoice. If invoiced fees arc not paid. DSI may terminate this Agreement in
accordance with Section 6.3. fate fees on past due amounts shall accrue at the rate of one and
one-half percent per month (I S% per annum) from the date of the invoice.
ARTICLE S -- LIABILITY AND DISPUTES
8.1 Sight to Rcl ..on Instructions, DST may act in,reliance upon any instruction,instrument,
or signature reasonably believed by DST to be gonaine. DST may assume that any employee of
Depositor who gives any written notice; request,or instruction has the authority to do so. DST
shall not be respgnsihle for failure to act as a result of causes beyond the reasonable control of
17ST.
Page 4
596v2
P.06
8:2 indemnitisation. DSi shall be responsible to perform its obligations tinder this
Agreement and to act lit a reasonable and prudent manner with regard to this escrow
arrangement. Provided DS1 has acted in the manner 'stated in the preceding sentence,Depositor
1 agrees to indemnify, defend and hold harmless DSl from any and alr claims, actions, damages,
arbitration fees and'expenses, casts;attomcy's fees and other liabilities incurred by DSI relating
in any way to this escrow arrangement_
8.3 Dispute Resolution. Any dispute relating to or arising from this Agreement shall be
resolved by arbitration under the Commercial Rules of the American Arbitration Association.
Unless otherwise ugrced by Depositor, arbitration will take place in San Diego, California,
U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class
mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party
at the last known business address.
8.4 Controlling,Law. This Agreement is to be governed and construed in accordance with
the laws of the State of California,without regard to its conflict of law provisions_
9.5 Notice of Requested Urder. if any party intends to obtain an order from the arbitrator or
any court of competent jurisdiction which may direct DSI to take, or refrain from taking any
- action.that party shall:
a. Give DSI at least two business days' prior notice,of the hearing;
b. Include in any such order.that,as a precondition,to DSFs obligation„DST be paid
in fill for any past due fees and be paid for the reasonable valu¢of the services-
to ber rendered pursuant to such order;and
C. Ensure that DSi not be required to deliver the original (as opposed to a.copy)
of the deposit materials if DSi may need to retain the original in its possession
to fulfill any of its other duties.
..AKTICLL' 9 -- GBNI7.RALPROVISIONS ,
21 _ Entire Agreement. This Agreement, which includes the Fxhibits described herein,
embodies the entire understanding between the parties with respect to its subject matter and
supersedes all previous communications, representations or understandings, either oral or
written. No amendment or modification of this Agreement shall be valid or binding unless
signed by both parties hereto, except the Exhibit A need not be signed by citherparty.
91 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the patties at the addresses specified in the attached Exhibit.A.
It shall, he the responsibility ol'thc parties to notify each ether as provided.in this Section in the
event of a change of address, The panics shall have the right to rely on 111e last known address of
the other parties. Unless otherwise provided in this Agreement, all documents and
conuntmicatiow may be delivered by F'irstClass mail
Page S - _. - - -- — — -
S96v2
f 3
fil4r--12-99 11r 32 P'07
9.3 5everabilit . In the event any provision of this Agreement is found to be invalid,
voidable or unenforceable,the parties agree thatunless it materially affects the entire intent and
propose of this Agreement,such invalidity,voidability or unenforceability shall affect neither the
validity of this Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the
intent and purpose of the original provision.
9.4 Successors. This Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns of the parties. However, DSI shall have no obligation in performing this
Agreement to recognize any successor or assign of Depositor unless DSl receives clear,
authoritative and conclusive written evidence of the change of parties.
Tiburon, Inc. Data Securities International,Inc.
Depositor
y: By: l -'V) —
Name: Name:
Title: Title:_
Date:_ _^_ Date:
I
r ,_ Mar-12-99 11 :32 P.06
EXHIBIT A
DESIGNATED CONTACT
Account Number
Notices,deposit material returns and
communications to Depositor should Invoices to Depositor should be
be addressed to: addressed to:
Company Name: Tiburon, Inc. Tiburon, Inc.
Address: 39350 Civic Center Drive, Suite 100 39350 Civic Center Drive, Suite 280
Fremont, CA 94638 Fremont, CA 94538
Designated Contact:- ' _ I _ Contact: _ ---
Telephone:—
Facsimile:—
Requests from Depositor to change the designated contact should be given in writing by the
designated contact or an authorized employee.
Contracts,deposit materials and notices to Invoice inquiries and fee remittances
DSI should be addressed to: to DSI should be addressed to:
t
DSI DSI
Contract Administration Accounts Receivable
Suite 200 Suite 1450
9555 Chesapeake Drive 425 California Street
San Diego, CA 92123 San Francisco, CA 94104
Telephone: (619) 694-1900 (415) 398-7900
Facsimile: (6)9) 694-1919 (415) 398-7914
Date' October 7, 1996
Page 7 996v2 ------
.
}
M{ir-12-99 I1 a 33 s} *s', - - - - _ .. P_09,*
._�, . .
SAFE BENEFICIARY ENROLLMENT -
Account Number
Pursuant to the SAFE Escrow Agreement C Agreemcnt'�,Depositorhereby enrolls the following
as a SAFE Beneficiary: _- -
1. Company Nara
Address:
Contact: _-
Telephone: _
2. Company Nami
Address:
Contact
Telephone:
3. CompanyNamd --
Address-
Contact:—
Telephone:
4. Company Name
Address: _
�I
Contact:
Tclephonc -
5. Company Name:
Address:
Contact
Telephone:
6. Company Name:
Address:
r
Contact:
"telephone:_
Page 6- 18
T
o-
City of Palm Springs
j Contract Amendment No. 01
To
Contract Services Agreement for Computer Assisted Public Safety System
Attachment 4—Initial Statement of Work
NT CAD and RMS (Beta Product)
� 6
City of Palm Springs
Initial Statement of Work
NT CAD and RMS(Beta Product)
Project Tasks:
Task 1: Project Initiation Session
Objective: Assign project manager to establish project plans and procedures, deliver initial
baseline documentation and software tapes and plan and complete project
initiation meeting,
Task Description:
The project will be initiated at contract execution, A Project Initiation Session of all key City and
Tiburon project personnel will occur within 60 days thereafter. The objectives of this first meeting
are:
To introduce all project participants;
Review roles of key participants;
Establish a clear chain of communication and authority;
Review overall project scope and objectives;
Review the overall plan of action and expected results;
Identify overall project constraints and priorities;
Review overall project schedule;
Review NT System Review process;
Review NT System Acceptance Test procedures (to be developed during project);
Review resource and scheduling requirements.
Responsibilities:
Tiburon shall:
a. Designate a Project Manager who will direct Tiburon's efforts and serve as the primary
point of contact for the City. The responsibilities of the Tiburon project manager include:
- Maintain project communications with the City's Project Manager.
- Manage the efforts of Tiburon staff and coordinate Tiburon activities with the
City's project team members.
- Assist the City's Project Manager in developing a detailed project plan defining
the detailed tasks and a schedule of Tiburon responsibilities.
- Review the project plan with the City's Project Manager.
Measure and evaluate progress against the project plan.
Resolve deviations from the project plan that are within Tiburon's control.
Monitor the project to insure that support resources are available as scheduled.
Coordinate and oversee the installation of all applications, hardware and
software, and all Tiburon supplied third party hardware, software and services.
Page 1 of 16
NTSOW V1(RB).doc
04/I6/99_
T J
Review and administer change control procedures through the City's Project
I' Manager.
Conduct status meetings with the City's Project Manager on a monthly basis, or
as may be otherwise reasonably required to discuss project status.
Provide timely responses to issues related to project progress raised in writing by
the City's Project Manager.
Prepare and submit, no later than the fifth business day of each month, a status
report which identifies the activities of the previous month,as well as activities
planned for the current month.
b Establish a schedule, location and agenda to meet with City personnel for the Project
Initiation Session.
City shall:
a. designate City's Project Manager whose responsibilities include:
- Maintain project communications with Tiburon's Project Manager.
- Manage the efforts of City staff.
- Assist Tiburon in developing a detailed project plan defining the detailed tasks
and a schedule of Tiburon responsibilities.
} Review the project plan with Tiburon's Project Manager.
Measure and evaluate progress against the project plan.
Monitor the project to insure that support resources are available as scheduled.
Attend status meetings with Tiburon's Project Manager.
Provide timely responses to issues related to project progress raised in writing by
Tiburon's Project Manager.
Liaison with all City-provided third-party vendors and associated systems.
Review and administer change control procedures, hardware and software
acceptance, and all related project tasks required to maintain the implementation
schedule.
Approve and release payments in a timely manner.
b. Ensure that all appropriate City personnel attend and actively participate in the Project
Initiation Session.
C. Approve previously agreed to change requests as submitted by Tiburon by authorized
signature(s).
Page 2 of 16
NTSOW V1(RB).doc
04/16/99_
- Completion Criteria:
y This task is considered complete when the initial project meeting has been held, a schedule of
initial System Specification Review meetings is determined, and baseline software tapes and
baseline systems specification documents have been delivered.
Task2: Review and Develop Initial System Specification Documents
Objective: Demonstrate and Document all system features and requirements.
Task Description:
Within thirty (30) calendar days following the Project Initiation Session,the Tiburon team will
begin preparation of a System Specification document for each TIBURON system to be installed.
Each system (NT CAD and NT RMS for Police) will be demonstrated to the City in one-half (y2)
day sessions. Please note: the initial demonstrations will consist of the functionality provided by
the UNIX RMS and ALPHA NT CAD system.
System Review meetings will be held for each Tiburon system and subsystem to be 'installed to
demonstrate the proposed functionality. All review meetings will be supplemented with additional
reviews where required to define all required internal and external system interfaces.
THESE MEETINGS ARE NOT INTENDED TO IDENTIFY CUSTOMIZATION AND/OR
TAILORING REQUIREMENTS. THE CITY WILL IMPLEMENT TIBURON'S BASELINE
SOLUTION UNDER THE DIRECT DELIVERY PROCESS.
p Each document will define the functions of each transaction, including all screen input and output
formats, data element definitions and report formats. During these sessions all baseline functions
will be identified, described or demonstrated depending on the feature availability at that time.
The resulting documents will be submitted to the City's project manager will serve as the design,
implementation and acceptance guide for use throughout the project. They will also serve as
detailed user reference documents for the operational systems.
Responsibilities:
Tiburon shall:
a. Demonstrate,to City personnel, Tiburon's Baseline System Specification documents and
describe additional features or items,which are to be, included in phase I of the NT Beta
products (CAD and RMS).
b. Conduct detailed system demonstrations where available to aid in the system review
process.
c. Prepare System Specification documents as described above for each Tiburon system to
be installed.
d. Provide the System Specification documents, when complete, to the appropriate City
personnel.
Page 3 of 16
NTSOW V1(RS).doc
04/16/99_
e. Identify all interfaces to be implemented according to the deliverables in the contract
1 document, addressing all interface specifications and issues to be addressed and
documented. These interfaces include:
CLETS/NCIC
E911
City shall:
a. Provide, upon request, currently existing information, data, records, and documents and
make such design decisions as may be reasonably required to document changes
necessary for the Tiburon systems.
b. Provide detailed specifications and definitions for all interfaces to non-Tiburon systems.
C. Ensure that all appropriate City personnel are present and actively participating in
scheduled Product Demonstration and System Review Meetings.
d. Review the System Specification documents submitted by Tiburon.
Completion Criteria:
This task is considered complete fifteen (15) business days after submittal of the initial System
Specification document.
Task 3: Finalize Hardware Requirements
} Objective: Validate hardware/system software requirements.
Task Description:
Once final application and interface requirements are documented,the Tiburon project team will
reevaluate the proposed hardware configuration for accuracy. This hardware validation step is
necessary before any hardware can be placed on order.
Responsibilities:
Tiburon shall:
a. Verify, with City personnel, Tiburon's proposed computer processor(s), system software,
all associated workstations, and related components.
b. Prepare and validate a final hardware/system software configuration to support all
documented facilities and functions as they relate to the integrated Public Safety System
and which fall within the specified system performance criteria agreed to by the parties.
City shall:
a. Provide, upon request, information on existing hardware/system software components
and terminal networks, as well as projected utilization statistics and other information as
may be reasonably required for Tiburon to validate final hardware requirements.
b. Review the final hardware/system software configuration with the Tiburon project team
and sign-off on the required hardware as to completeness but not as to performance.
Page 4 of 16
NT SOW VI(RB)Ad
04/16/99_
Completion Criteria:
y
This task is considered complete when the final hardware/system software configuration is
completed and agreed upon with the City's Project Team.
Task 4: Develop Initial Detailed Project Plan
Objective: Establish the initial Detailed Project Plan for the Beta NT products.
Task Description:
The objective of this task is to develop the Detailed Project Plan based upon the requirements
identified and the associated project objectives, plans, schedules, priorities and inter-
dependencies among tasks. The resulting document defines the specific project tasks,final
project implementation plan and schedule for each system comprising the overall system to be
implemented. Please note: due to the nature of the project,the project plan is subject to change
from time to time.
Tiburon shall:
a. Review with City personnel the identified implementation tasks, priorities, inter-
dependencies and other requirements needed to establish the initial Detailed Project
Plan.
b. Prepare the Detailed Project Plan document and deliver to City within 20 business days
following the completion of Task 3.
C. Review the Detailed Project Plan with City personnel and make changes and/or
corrections that are mutually agreed upon.
City shall:
a. Analyze with Tiburon project personnel the identified requirements and make such
implementation decisions as may be reasonably required to finalize the Detailed Project
Plan.
b. Review the Detailed Project Plan and identify in writing any specific deficiencies found.
Completion Criteria:
This task is considered complete when the Detailed Project Plan is completed and accepted by
the City.
Tasks: Hardware Off-Site Installation
Objective: Install/test principal NT-based hardware components.
Page 5 of 16
rrr sow V1(RH).doc
04/16/99_
Task Description:
Following the completion of the previous task,Tiburon will place on order and subsequently install
a subset of the complete hardware configuration in the Tiburon Development Center(i.e. Lake
Oswego, OR). This equipment will be sufficient to support initial software installation, application
program modification and unit testing activities. Tiburon will assume responsibility for all software
installation and testing.
Responsibilities:
Tiburon shall:
a. Order the required computer processors and workstation equipment to support initial
software installation, development and demonstration of the proposed software products.
b. Install the computer hardware, system software and peripheral equipment in the Tiburon
Development Center.
C. Provide the City with the packing slips and serial numbers for all equipment received in
the Tiburon Development Center.
City shall:
a. Approve for full payment the computer equipment and system software that has been
delivered to the Tiburon Development Center.
Completion Criteria:
This task is considered complete when the computer processor, system software and related
equipment is installed in the Tiburon Development Center.
Task 6. NT CAD and RMS System Development
Objective: Complete development of NT CAD and the port of NT RMS according to initial
System Specification documents.
Task Description:
All NT CAD and RMS software development is the responsibility of Tiburon, with the initial phases
being performed in Tiburon's Development Center, based upon the System Specification
documents.
Responsibilities:
Tiburon shall:
a. Install, develop, and unit test proposed application software which has been designated
for off-site installation and modification in accordance with the System Specification
documents.
City shall:
a. Be available to address and answer questions, which arise during the development and
porting of the system.
Page 6 of 16
NT SOW V1(RB).doc
04/16/99_
r
--� b. Respond to these requests in a timely manner to avoid impacting overall project
schedule.
Completion Criteria:
This task is considered complete when Tiburon certifies that the necessary software systems are
installed, that all development identified for off-site development are completed and unit tested in
the Tiburon Development Center.
Task7. NT CAD and RMS Equipment Installation At Palm Springs
Objective: Transfer NT CAD and RMS computer equipment and all modified software to
City facilities for on-site installation. Please note,the NT CAD software and
hardware may be implemented in multiple phases prior to the NT RMS and
interfaces. This provides additional testing and review for the City of the Beta NT
CAD software.
Task Description:
Following completion of the system development, all City hardware components that were
installed in the Tiburon Development Center will be de-installed and delivered to the City facilities.
Any additional hardware and software components included as a contract deliverable for on-site
development and unit testing will be ordered and delivered at this time. Once on-site,the
hardware will be installed, communications lines and modems attached, its operation verified and
the remaining on-site software implemented.
.I
Responsibilities:
- F
Tiburon shall:
a. Assume responsibility for the de-installation,transportation and final site installation of the
hardware and system software configuration that had been installed in the Tiburon
Development Center.
b. Deliver the equipment previously delivered to the Tiburon Development Center on site in
the City's location, with installation of central computer hardware, client provided
workstations, modems and communications equipment as proposed.
C. Order any additional computer hardware necessary for the next phases of system and
application software customization and unit testing, with installation in the City's site as
proposed.
d. Software install/test, with the City's assistance, all workstation and communications
software components which are proposed for Tiburon installation, all cables and modem
interfaces to City-provided interface connections.
City shall:
a. Provide a site adequate for the installation, operation and maintenance of all computer
and workstation equipment.
b. Provide all communication lines, modems, hubs and routers, cabling and other
components necessary for system operation and maintenance that are not provided by
Tiburon.
I
Page 7 of 16
NT SOW VI(RB).doc
04/16/99_
C. Install and test all workstations and communications equipment not provided by Tiburon.
j d. Approve timely payment following delivery for all equipment and software which is
delivered to and accepted by City, in addition to the hardware and software originally
installed at the Tiburon Development Center.
Completion Criteria:
This task is considered complete when all systems, as delivered with all modifications identified
for off-site development are installed on the City premises.
Task8: Message Switch Interfaces
Objective: Develop, install and test the CLETS/NCIC interfaces. Please note,Tiburon
expects to develop the interface for access to the state and NCIC.
Task Description:
The external (local and remote) interfaces will be installed, and all related functions tested and
demonstrated to the City.
Responsibilities:
Tiburon shall:
a. Develop, install and test all software required for CLETS/NCIC system interface to
perform in accordance with the agreed to System Specification documents.
! City shall:
a. Provide, on request, currently existing information, record layouts and documents
necessary to establish interfaces with all local and remote systems and facilities.
b. Assume responsibility for any modifications or additions to any existing City systems or
non-Tiburon supplied external systems required to enable support of the interfaces (i.e.
CLETS/NCIC), as defined within the System Specification Document.
C. Provide all required liaison support with the agencies and vendors required to support the
interfaces including requesting (but not necessarily guaranteeing) a second "test'line to
the State for the prescribed period of time as identified within the System Specification
Document.
Completion Criteria:
This task is considered complete when the CLETS/NCIC interface support is installed and unit
tested.
Task 9; NT CAD System Interfaces
Objective: Develop, install and test all remaining NT CAD System Interfaces to include
E911 and any other interfaces as so proposed.
}
Page 8 of 16
NTSOW VI(RB).doc
04/16/99_
Task Description:
} Once the equipment and software have been installed on the City premises,the additional
contracted interfaces will be developed, installed and tested. It is anticipated that the CAD
interfaces will be implemented with the RMS install and interfaces.
Responsibilities:
Tiburon shall:
a. Develop, transfer, install, and unit test all software required for the interfaces to perform
in accordance with the agreed to System Specification documents.
City shall:
a. Provide, on request, currently existing information, detailed record layouts, interface
specifications and documents necessary to establish interfaces with all local and remote
systems and facilities not provided by Tiburon.
b, Assume responsibility for any modifications or additions to any existing or non-Tiburon
supplied systems required to enable them to support the interfaces, as defined in the
System Specification documents.
C. Provide all required liaison support with the agencies and vendors required to support the
interfaces.
d. Commence Acceptance Test Procedures as agreed upon.
Completion Criteria:
This task is considered complete when each interface is installed and unit tested. Delays or
unavailability of City-provided equipment, software or third party systems shall not delay the
progress or acceptance of the project.
Task 10: Geographic File Loading
Objective: Provide the City's Geofile in the Tiburon Geographic Format (TGF) and load the
file into CAPS for geographic operation purposes.
Task Description:
Tiburon will provide the Geofile and load the file into the NT CAD and RMS systems.The City will
be responsible for the personnel required to validate the data. After validation of the Tiburon
provided file, the City will then take over the responsibility of submitting updates as required to
this file.
Responsibilities:
Tiburon shall:
a. Provide the City with a compatible geography file for the purposes of the NT CAD and
RMS solution.
b. Load this Geofile into CAD and RMS.
Page 9 of 16
NT SOW V1(RB).doc
04/16/99
C. Work with the assigned City personnel to develop validation criteria .
City shall:
a. Take responsibility for initial validations and ongoing file correction notification.
b. Provide information as requested by Tiburon to establish the base geographic information
to include all necessary specific data for Police and other agency specific information as
instructed by Tiburon.
Completion Criteria:
This task is considered complete when Tiburon has loaded the City's Geography file into CAD
and RMS.
Task 11: General File Building
Objective: Establish test and production files.
Task Description:
The Tiburon project team will be responsible for building a set of test/training files and for defining
all production data files. The Tiburon project team will then train and assist City staff in the entry
of agency-specific information such as code tables, unit identification, reporting areas, common
places, unit recommendation criteria, etc.
Responsibilities:
Tiburon shall:
a. Build a set of test/training files and define all production data files.
b. Provide education to City personnel on the entry of agency-specific data.
C. Provide data input specifications for data and tables required for the system.
d. Provide and operate the computer programs necessary to accept all required geographic
input data.
City shall:
a. Develop and enter all agency-specific input data that is to be entered manually.
b. Assume responsibility for all data file entries, except as otherwise defined for the
geographic file load.
C. Be responsible for the accuracy of the data provided by the City.
Completion Criteria:
This task is considered complete when Tiburon has trained City staff on procedures for loading
agency-specific data.
Page 10 of 16
NTSOW VI(RB).doc
OM16199_
Task 12: NT CAD and RMS Ancillary System Installation
y Objective: Install, configure and demonstrate ancillary systems.
Task Description:
After CAD and RMS have been successfully installed and are being prepared for the functional
test phase, all remaining ancillary systems will be installed. Depending upon the final project
plan,one or more of these systems may be installed at an earlier date. These systems include,
according to the contract deliverables:
CARS—CAD Activity Reporting System
ARS—Automated Report Writing System
Responsibilities:
Tiburon shall:
a. Provide the software and services to install Tiburon and third party licensed software.
b. Configure the systems as applicable, according to the System Specification document.
G. Interface to system network, according to the network configuration.
d. Test the operation of data transfer functions.
e. Test the operation of the ancillary system.
City shall:
a. Provide the required computer and network equipment not specifically provided by
Tiburon according to the contract deliverables.
b. Provide assistance to Tiburon staff in cases where non-Tiburon system databases are to
be accessed.
C. Provide applicable data in the format necessary for system operation where non-Tiburon
system databases are to be accessed.
d. Working with Tiburon, verify the operation of the applicable systems.
Completion Criteria:
This task is considered complete when all major system functions have been demonstrated to
operate in accordance with the System Specification Document, with minor deficiencies
documented for subsequent correction following this task.
Task 13: NT CAD and RMS Functional Testing
Objective: Perform functional tests of all Tiburon provided systems.
Page 11 of 16
NTSOW V1(RB).doc
04/16/99_
Task Description:
s�
Following unit testing of individual system components, Tiburon will demonstrate the applicable
functions and features for all installed systems. The system specification documents will serve as
the guidelines for these demonstrations. City staff will perform functional testing of the individual
components of all systems and subsystems.
Responsibilities:
Tiburon shall:
a. Provide the City with a final, updated version of the System Specification Document for
purposes of functional testing.
b. Certify all applicable software and systems as ready for functional testing.
C. Demonstrate the functions of the installed systems, using the System Specification
documents as a test guideline.
d. Review any discrepancies in functionality that are identified by City.
e. Provide software changes or documentation modifications as needed to correct the
discrepancies.
City shall:
a. Generate test data files needed for functional testing.
b. Verify each function identified In the System Specification Document as to its operation
as documented.
C. Document each discrepancy between system functionality and the System Specification
Document.
d. Work with Tiburon to identify the type of correction needed to ensure that each system
conforms to the System Specification Document.
Completion Criteria:
This task is considered complete when all major system functions have been demonstrated to
operate in accordance with the System Specification Document, with minor deficiencies
documented for subsequent correction following this task.
Task 14; Final Equipment Installation
Objective: Install all remaining cables, modems, and any other equipment required for
production operation.
Task Description:
Prior to the final complete system integration test in the next task, all remaining computer,
communications and related components required for production will be installed. Tiburon will
work with City staff to connect and test the equipment and data communications.
Page 12 of 16
NT SOW V1(RB).doc
04/16/99_
Responsibilities:
n
Tiburon shall:
a. Install all remaining cabling and equipment for which Tiburon is responsible.
b. Provide the City with software configuration diskettes for any remote intelligent
workstations.
C. Assist City staff in the installation, configuration, software loading and testing of all City-
provided equipment.
City shall:
a. Provide, configure and install all remaining equipment and facilities not provided by
Tiburon.
b. Complete any site modifications to allow successful equipment installation
C. Provide and install all necessary UPS equipment not provided by Tiburon.
d. Install and verify the operation of all City-installed workstation system software.
e. Approve for payment the invoices for all equipment provided as part of this task.
Completion Criteria:
This task is complete when all equipment required for production operation has been installed
1, and tested.
Task 15. CAPS12000 System Integration Testing
Objective: Perform integration testing of all Tiburon provided systems and interfaces.
Task Description:
Following functional testing.of individual system components,Tiburon will demonstrate all internal
and external interfaces to ensure that the combined systems operate together as defined in the
System Specification Document. City staff will conduct the integration testing of the overall public
safety system.
Responsibilities:
Tiburon shall:
a. Certify the interfaces as ready for integration testing.
b. Demonstrate all inter-system communications between installed Tiburon systems and
between Tiburon and non-Tiburon systems, according to the System Specification
documents.
c. Assist the City in testing each interface.
d. Review any discrepancies that are identified by City.
Page 13 of 16
NTSOW V1(RB).doc
04/16/99_
G. Provide software or documentation modifications as needed to correct the discrepancies.
i' f. Order and install as proposed all remaining equipment needed for initial production
operation.
City shall:
a. Verify all inter-system communications between installed Tiburon systems and between
Tiburon and non-Tiburon systems to ensure conformance with the approved system
specification documents.
b. Document each discrepancy between system functionality and the System Specification
Document.
C. Work with Tiburon to identify the type of correction needed to ensure that each system
conforms to the System Specification Document.
Completion Criteria:
This task is considered complete when NT CAD and NT RMS for Police, the internal and external
interfaces, CARS, and AIRS have been demonstrated according to the System Specification
documents. Any discrepancies discovered following the completion of this task will be corrected
as part of the warranty phase.
Task 15. NT CAD and RMS TechnicaUUser Training and User Documentation
Objective: Conduct CAD and RMS technical and user training in accordance with the
Detailed Project Plan.
Task Description:
A training program will be conducted as scheduled in the Detailed Project Plan. A"Train-the-
Trainer" approach will be used to train City selected personnel on the use of the systems and City
Technical personnel on the operation and support of the installed systems.
Responsibilities:
Tiburon shall:
a. Provide CAD and RMS training for City Technical and Training staff members for all
Tiburon software installed. Training will be provided on all standard shifts, not to exceed
eight hours per 24-hour period.
b. Provide printed training materials, including lesson plans for the courses in the form of
reproducible masters and machine-readable documents.
C. Provide technical and user manuals for all Tiburon systems installed.
City shall:
a. Designate and assign personnel to receive and then conduct training.
b. Provide suitable classroom facilities with computer workstation equipment for each staff
member participating in the training session.
Page 14 of 16
NTSOW VI(RB).doc
04/16/99_
C. Ensure that appropriate City Training personnel are available to actively participate in the
J' scheduled training programs.
Completion Criteria:
This task is considered complete when the scheduled technical and user training on all installed
systems is completed.
Task 16. NT CAD and RMS Operational Certification and Production Cutover
Objective: Certify CAD and RMS and cut over to production status.
Task Description:
Once functional testing is complete,Tiburon will certify systems for operational status and then
assist the City in placing all systems into productive use.
Responsibilities:
Tiburon shall:
a. Notify the City when the system is certified and ready for production operation.
b. Assist the City staff in placing the system into a production status.
j C. Remain on-site to monitor the initial operation of CAD and RMS and answer operational
questions.
d. Assist the training staff in utilizing the system and the computer operations staff in
supporting the system.
City shall:
a. Place the software into production within five (5) days following certification and begin
operational use in consultation with Tiburon and in accordance with the Detailed Project
Plan.
Completion Criteria:
This task is considered complete when the systems have been certified by Tiburon as ready for
productive use, and production operation has begun.
Task 17. NT CAD and RMS Final Acceptance
Objective: Certify completion of NT CAD and RMS system installation
Task Description:
Following the successful completion of all preceding tasks and the delivery of all required
documentation including updated source code placed into ESCROW and user documentation to
reflect the baseline system,the system will be accepted for final payment.
Page 15 of 16
NT SOW VI(Rm.doc
04/16/99_