HomeMy WebLinkAboutResolution - 2003-R0142 - Software License Agreement - Tiburon, Inc. - 04_10_2003Resolution No. 2003-RO142
April 10, 2003
Item No. 20
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock a Software License
Agreement and System Implementation Agreement with Tiburon, Inc. for the
purchase and maintenance of a software upgrade for the shared public safety
computer system used by the Police and Fire Departments. Said Agreement is
attached hereto and incorporated in this Resolution as if fully set forth herein and
shall be included in the minutes of the Council.
APP VE S LATENT:
Claude Jones, Polic of
APPROVED AS TO FORM:
Linda L. Chamales, Supervising Attorney/
Office Practice Section
City Att/Linda/RES Tiburon
ccdocs/, April 2003
Resolution No. 2003—RO142
April 10, 2063
Item No. 26.
SYSTEM IMPLEMENTATION AGREEMENT
This System Implementation Agreement (the "Agreement') is entered .into this loth day of. April
200 3 (the "Effective Date"), by and between the City of. Lubbock, Texas with its offices at 916 Texas Avenue,
Lubbock, TX 79413 (the "Client') and Tiburon, Inc., a Virginia corporation having its primary place of business
at 39350 Civic Center Drive, Fremont, California 94538 ("Tiburon").
RECITALS
WHEREAS, the Client has determined that it requires the implementation of an automated computer system
as specified herein; and
WHEREAS, Tiburon is qualified to provide the services specified in this Agreement and, subject to the terms
and conditions set forth in: this Agreement, Tiburon desires to provide such services;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon
hereby agree 'as follows:
AGREEMENT
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference, unless otherwise defined herein.
2. Scope of Work
Tiburon shall provide all design, development, installation, consulting, system integration, project
management, training and technical services set forth in the Statement of Work attached hereto as Exhibit 2
and incorporated herein by this reference (the "Statement of Work") in connection with the delivery and
implementation of the System.
3. Term of Agreement
3.1. This Agreement shall take effect on the Effective Date after (i) it has been fully executed by
duly authorized representatives of both parties, and (ii) Tiburon has received written notification from the
Client that any certification or approval of this Agreement required by statute, ordinance, or established policy
of the Client has been obtained.
3.2. The schedule for the implementation of the System shall initially be governed by the project
schedule attached hereto as Exhibit 3 and incorporated herein by this' reference (the "Initial Project
Schedule"). The Initial Project Schedule shall be replaced by a definitive project schedule to be delivered
hereunder in accordance with the Statement of Work (the "Project Schedule"). When delivered, the Project
Schedule shall be deemed to be incorporated herein by this reference and shall become part of this
Agreement.
3.3. Unless earlier terminated as provided for in Section 12 hereof, this Agreement will remain in
effect from the Effective Date until all tasks set forth in the Statement of Work have been fully completed and
all amounts payable hereunder have been paid in full.
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040103 Lubbock/Tiburon System Implementation Agreement
4. Contract Price
The Client shall pay to Tiburon the total amount of SEVEN HUNDRED SIXTY SIX THOUSAND SIX`
HUNDRED SIXTY FIVE DOLLARS AND NO CENTS ($766,665.00) (the "Contract Price") in consideration for
the delivery and implementation of the System in accordance with the Statement of Work. The Client hereby
represents and warrants that it has duly appropriated or otherwise set aside funds in an amount at least equal
to the Contract Price to satisfy its payment obligations hereunder.
5. Payments
5.1. The Client shall make payments to Tiburon (the "Milestone Payments") in accordance with
the Milestone Payment Schedule attached hereto as Exhibit 4 and incorporated herein by this reference (the
"Milestone Payment Schedule").,
5.2. 1 Tiburon shall prepare and submit invoices for payment by the Client under this Agreement.
Invoices for payments hereunder shall be submitted to the following address:
City of Lubbock
Attention: Mark Yearwood
916 Texas Avenue
P. O. Box 2000
Lubbock, Texas, 79413
Phone: 806-775-2399
Fax: 806-775-3033
All payments shall be made within thirty (30) days from the date of invoice by electronic funds transfer to
Tiburon's account specified in writing, or by check made payable to "Tiburon, Inc." and delivered to 39350
Civic Center Drive, Fremont, California 94538, or by such other means as may be mutually acceptable to the
parties.
5.3. Certain materials to be delivered by Tiburon under this Agreement shall be received by
Tiburon and will remain in Tiburon's possession at its development facility for programming and system
integration work by Tiburon prior to delivery to the Client. Payment for such materials shall b e d ue and
payable by the Client upon receipt at the Tiburon development facility, subject to the following:
(a) The amount to be paid by the Client for such deliverable goods shall be based on the
specified price assigned thereto in the Pricing Summary attached hereto as Exhibit 5 and
incorporated herein by this reference (the "Pricing Summary').
- I (b) Tiburon will notify the Client in writing of the receipt of such deliverable goods at a
Tiburon development facility. Within fifteen (15) business days of such notice of.delivery, the Client
shall verify the delivery of goods by either (i) acceptance of Tiburon's certification of goods received
and receipt of a copy of the packing list(s), or (ii) a physical on -site inspection at the Client's expense.
The Client's failure to verify the goods within such 15-day period shall waive the Client's right to
object to or reject such goods.
5.4. The prices set forth herein do not include any federal, state or local excise, sales, or lease
taxes now in force or which may be enacted in the future, all such amounts being the sole and independent
responsibility of the Client for direct payment to such taxing authority. The prices are inclusive of any gross
income or similar taxes and any amount of withholding taxes, Social Security, insurance, and unemployment
insurance with respect to Tiburon employees. Client is a tax exempt entity and has provided Tiburon with its
Exemption Certificate dated December 28, 2002.
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040103 Lubbock/Tiburon System Implementation Agreement
5.5. Failure to pay any undisputed amount owing hereunder when such amount is due shall
constitute a material default under this Agreement and could result in the termination of this Agreement. The -
Client shall reimburse Tiburon for all collection fees, including reasonable attorneys' fees and expenses,
incurred by Tiburon in connection with the collection of any amount owing hereunder.
6. Client Responsibilities
The Client agrees to provide those services and facilities necessary for the completion of this project which
are set forth as the Client's obligations or responsibilities (the "Client Responsibilities") in the Statement of
Work. The Client acknowledges that the dates set forth in the Project Schedule for completion of the
services to b e p rovided by T iburon u rider this Agreement depend upon the timely fulfillment of the Client
Responsibilities. Tiburon shall not be responsible for any delays in the Project Schedule directly and primarily
caused by the Client's failure to perform the Client Responsibilities. The Client's failure to perform the Client
Responsibilities in 'accordance with the Project Schedule shall constitute a material default under the
Agreement. The Client shall respond within ten (10) business days to any written request submitted by
Tiburon for information, clarification or approval of any designs, specifications, documents, or proposed
change orders or amendments. The Client's failure to respond within this 10-day response period shall
constitute amaterial default under this Agreement.
7. Project Manager and Client Representative
7.1. Tiburon shall designate, in a written notice delivered in accordance with Section 33 hereof, a
single individual to act as the project manager ( the " Project M anage►"). T he P roject M anager s hall a nsure
Tiburon's compliance with, and shall coordinate appropriate schedules in connection with, Tiburon's obligations
hereunder. Tiburon may change the individual designated hereunder by providing the Client with advance
written notice delivered in accordance with Section 33 hereof designating the new individual authorized to act as
the Project Manager.
7.2. The Client shall designate, in a written notice delivered in accordance with Section 33 hereof, a
single individual to act as the Client's authorized representative for purposes of this Agreement ( the "Client
Representative"). Such individual (a) must be authorized to act on the Client's behalf with respect to all matters
relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement;
and (c) shall coordinate appropriate schedules in connection with Tiburon's services under this Agreement. The
Client may change the individual designated hereunder by providing Tiburon with advance written notice
delivered in accordance with Section 33 hereof designating the new individual authorized to act as the Client
Representative.
8. Changes
The scope and schedule of services and materials provided under this Agreement may be changed from time
to time by a written change order (a "Change Order") mutually agreed upon and signed by duly authorized
representatives of each of the parties. When a change causes a modification to the Contract Price or the
amount of time needed to complete such change, the Milestone Payment Schedule and Project Schedule
shall be amended, as necessary.
9. Software License and Transfer
9.1. Except as specifically provided herein, Tiburon shall at all times retain all title and interest in
and to each of the Tiburon Applications and all Derivative Works, Maintenance Modifications, Enhancements
and Documentation with respect thereto and all Tiburon Confidential Information.
9.2. Upon the Client's acceptance of any Tiburon Application in accordance with the Statement of
Work and the Client's payment of all amounts due hereunder with respect thereto, Tiburon will grant to the
Client a limited right to use the Tiburon Application, in Object Code only, pursuant to, and subject to the terms
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040103 Lubbock/Tiburon System Implementation Agreement
of, Tiburon's then standard software license agreement (the "Software License Agreement'). The Software
License Agreement shall be substantially in the form as set forth in Exhibit 6 hereof. The terms and
provisions of the Software License Agreement executed between Tiburon and the Client shall be equal to or
more favorable for the Client than those terms and provisions depicted in the sample Software License
Agreement (Exhibit 6). All modifications to that sample Software License Agreement will be mutually agreed to
between Tiburon and the Client on or before the Client's final acceptance of the project. The Client shall have
no right to use any Tiburon Application until such Tiburon Application has been accepted in accordance with
the Statement of Work, all amounts due hereunder with respect to such Tiburon Application have been paid
in full and Tiburon and the Client have duly executed the Software License Agreement.
9.3. Tiburon may provide to the Client certain third -party software applications in the quantities
requested by the Client pursuant to this Agreement (the "Third -Party Software"). The right to use any such
Third -Party Software may be granted to the Client under the Software License Agreement or pursuant to a
separate software license agreement with the developer of such Third -Party Software. The Client shall have
no right to use such Third -Party Software until the Client has executed the Software License Agreement or a
separate software license agreement with the developer of such Third -Party Software, as applicable, and until
the C lient h as p aid f or a 111 icense o r s ublicense f ees i n c onnection t herewith. T iburon will integrate such
Third -Party Software into the System and such Third -Party Software will constitute a deliverable for purposes
of this Agreement. If for any reason it is determined that insufficient licenses or sublicenses for such Third -
Party Software have been purchased, or that for -any reason more licenses or sublicenses are required for
System operation, the Client shall be responsible for any additional costs associated with obtaining such
additional licenses and the costs and fees associated with integration of such additional Third -Party Software
into the System. The Client shall have no right to the Source Code with respect to any Third -Party Software.
10. Confidential Information
10.1. All Client Confidential Information (as defined below) shall be held in strict confidence by
Tiburon, and Tiburon shall not, without the Client's prior written consent, (a) disclose such information to any
person or entity other than to Tiburon's employees or consultants legally bound to abide by the terms hereof
and having a need to know such information in connection with Tiburon's performance of its obligations
hereunder, or (b) use such information other than in connection with the performance of its obligations
hereunder. The term "Client Confidential Information" shall include all Client data and other written
information of a confidential nature clearly labeled by the Client as being confidential. Tiburon understands
and agrees that the unauthorized use or disclosurq of Client Confidential Information may irreparably damage
the Client. In the event of Tiburon's breach or threatened breach of any of the provisions in this Section 10.1,
the Client shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining
Tiburon from any unauthorized use or disclosure of any Client Confidential Information.
10.2. All Tiburon Confidential Information (as defined below) shall be held in strict confidence by
the Client, and the Client shall not, without Tiburon's prior written consent, (a) disclose such information to
any person or entity other than to the Client's employees or consultants legally bound to abide by the terms
hereof and having a need to know such information in connection with the Client's performance of its
obligations hereunder, or (b) use such information other than in connection with the performance of its
obligations hereunder. The term"Tiburon Confidential Information" shall include the Tiburon Applications and
all other software applications developed by Tiburon, whether or not licensed to the Client, as well as any
written information disclosed by Tiburon to the Client under this Agreement, including, but not limited to, any
trade secrets, confidential knowledge, data, information relating to Tiburon products, processes, know-how,
designs, formulas, methods, developmental or experimental. Work, improvements, discoveries, plans for
research, new products, marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers, information obtained through contact with
Tiburon's customers, proprietary information of Tiburon's customers and information regarding the skills and
compensation of Tiburon's employees or other consultants. The Client understands and agrees that the
Tiburon Confidential Information constitutes a valuable business asset of Tiburon, the unauthorized use or
disclosure of which may irreparably damage Tiburon. In the event of the Client's breach or threatened breach
of any of the provisions in this Section 10.2, Tiburon shall be entitled to an injunction obtained from any court
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having appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon
Confidential Information.
10.3. Notwithstanding Section 10.1 or Section 10.2 hereof, neither Client Confidential Information
nor Tiburon Confidential Information shall include information which the recipient can demonstrate by
competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the
recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the
recipient without restriction on use prior to its first receipt of such information from the disclosing party as
evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the
information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a
written permission by the disclosing party to disclose.
10.4. Notwithstanding Section 10.1 or Section 10.2 hereof, disclosure of Client Confidential
Information or Tiburon Confidential Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof; provided, however, that the recipient of such
confidential information shall first have given notice to the other party and shall have made a
reasonable effort to obtain a protective order requiring that the information to be disclosed be used
only for the purposes for which the order was issued;
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary for such purpose; or
(c) the recipient of such confidential information received the prior written consent to such
disclosure from the disclosing party, but only to the extent permitted in such consent.
10.5. Tiburon acknowledges that Client is subject to requests for information under the Texas
Public Information Act and that Client may receive requests for information about this Agreement, other
agreements existing between the parties (if any), software and other materials furnished by Tiburon to Client.
In the event of a request for information related to Tiburon or its software or services, the Client shall notify
Tiburon in writing of such request and refer such request to the City Attorney. Tiburon will also consult with
the Attorney General and will present its position in writing thereto. In the event that the City Attorney is
notified by the Attorney General that the requested information is public in his or her opinion, it shall be
required to release such information subject to any order of any court of competent jurisdiction precluding
such release.
10.6. The obligations hereunder with respect to each item of Client Confidential Information and
Tiburon Confidential Information shall, survive the termination of this Agreement.
11. Informal Dispute Resolution
11.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly
any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this
Section 11.1.
(a) If either party (the "Disputing Party') disputes any provision of this Agreement, or the
interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring
the matter to the attention of the other party at the earliest possible time in order to resolve such
dispute.
(b) If such dispute is not resolved by the employees responsible for the subject matter of
the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of
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representatives below a written statement (a "Dispute Notice") describing the dispute in detail,
including any time commitment and any fees or other costs involved.
(c) Receipt by the first level of representatives of a Dispute Notice shall commence a
time period within which the respective representatives must exercise their best effort to resolve the
dispute. If the respective representatives cannot resolve the dispute within the given time period, the
dispute shall be escalated to the next higher level of representatives in the sequence as set forth
below.
(d) If the parties are unable to resolve the dispute in accordance with the escalation
procedures set forth below, the parties may assert their rights under this Agreement.
Escalation Timetable Tiburon Client
(Business Days) Representative Representative
0 to 5th Project Manager Project Manager
6th to loth Operations Manager Director of Information Technology
11th to 151h Executive Officer [TBD - Client Designated)
11.2. Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with the informal dispute resolution procedures set forth in Section 11.1 hereof, the parties agree
to continue without delay all their respective responsibilities under this Agreement that are not affected by the
dispute.
11.3. RESERVED
11.4. Notwithstanding the foregoing, either party may, before or during the exercise of the informal
dispute resolution procedures set forth in Section 11.1, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests pending
completion of such informal dispute resolution procedures.
12. Termination
12.1. Termination for Default. Subject to completion of the dispute resolution procedures set forth
in Section 11.1 hereof, in the event that either party hereto materially defaults in the performance of any of its
obligations hereunder, the other party may, at its option, terminate this Agreement by providing the defaulting
party thirty (30) days' prior written notice of termination delivered in accordance with Section 33 hereof, which
notice shall identify and describe with specificity the basis for such termination. If, prior to the expiration of such
notice period, the defaulting party cures such default to the satisfaction of the non -defaulting party (as evidenced
by written notice delivered by the non -defaulting party in accordance with Section 33 hereof), termination shall
not take place.
12.2. Termination W ithout C ause. The Client may terminate this Agreement without cause by
providing Tiburon at least thirty (30) days' prior written notice of termination delivered in accordance with Section
33 hereof.
12.3. Consequences of Termination. Upon termination of this Agreement for whatever reason:
(a) Tiburon shall be under no further obligation to provide services hereunder;
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(b) Tiburon shall return to the Client all Client Confidential Information in Tiburon's
possession.and shall certify in a written document signed by an officer of Tiburon that all such
information has been returned;
(c) the Client shall return to Tiburon all Tiburon Confidential Information in the
Client's possession (including, without limitation, all devices, records, data, notes, reports,
proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials,
equipment or other documents or property relating to such Tiburon Confidential Information
and all copies of any of the foregoing (in whatever medium recorded)) and all Third Party
Products in its possession not yet accepted and not yet paid for in full together with all copies
of documentation and other material related thereto, and. shall certify in a written document
signed by the Client Representative identified in Section 7.2 hereof that all such information
and material has been returned;
(d) the Client shall cause payments to be made to Tiburon within thirty (30) days
of receipt of invoice for all outstanding invoices submitted to the Client prior to the effective
date of the termination and for all costs and expenses incurred prior to the effective date of
the termination to the extent not invoiced prior to the effective date of the termination, based
upon Tiburon's then -current labor rates;
(e) in the event of termination by the Client for convenience under Section 12.2
hereof, the Client shall cause payments to be made to Tiburon within thirty (30) days of
receipt of invoice for all cancellation, restocking or residual fees resulting from the
cancellation or return of Third Party Products ordered from or shipped by the vendor thereof
prior to the effective date of the termination.
(f) in the event of termination by the Client for convenience under Section 12.2
hereof, any license fees paid prior to the effective date of the termination shall be forfeited by
the Client.
(g) All provisions of this Agreement that by their nature would reasonably be
expected to continue after the termination of this Agreement shall survive the termination of
this Agreement.
13. Indemnification
Tiburon agrees to protect, defend, indemnify, and save the Client, its agents, officials, employees, or any firm,
company, organization, or individual to whom the Client may be contracted, harmless from and against any
and all claims, demands, actions, and causes of action of which Tiburon is given prompt notification and over
which Tiburon is given control to resolve (the "Indemnified Matters"), which may arise on account of illness,
disease, loss of property, services, wages, death or personal injuries resulting from Tiburon's negligence in.
the performance of the services hereunder; provided, however, that IN NO EVENT SHALL TIBURON BE
LIABLE FOR ANY LOSS OR DAMAGES RELATED TO. THE OPERATION, DELAY OR FAILURE OF
SOFTWARE OR EQUIPMENT PROVIDED BY TIBURON OR FOR THE ACCURACY OR COMPLETENESS
OF DATA, AND UNDER NO CIRCUMSTANCES SHALL TIBURON BE LIABLE FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES. Tiburon agrees to further indemnify the Client for all
reasonable expenses and attorney's fees incurred by the Client in connection with the Indemnified Matters.
14. Insurance (risk management)
14.1. Tiburon shall procure and maintain in effect during the term of this Agreement the following
insurance c overages w ith a n i nsurance c ompany o r companies a uthorized t o d o business in the State of
Texas and approved by the Client with a Best rating of no less than A:VII:
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(a) Workers' Compensation and Employers Liability insurance in accordance with the
laws o f t he S tate o f Texas with liability limits of One Million Dollars ($1,000,000.00) per accident.
This coverage will include waiver of subrogation.
(b) Comprehensive General Liability and Broad Form Comprehensive General Liability
or Commercial General Liability including bodily injury, personal injury, and property damage in the
amount of a combined single limit of One Million Dollars ($1,000,000), each occurrence, and Two
Million Dollars ($2,000,000) in aggregate limit:
(c) Comprehensive Auto Liability including bodily injury, personal injury and property
damage in the amount of a combined single limit of One Million Dollars ($1,000,000.00). Coverage
must include all automobiles utilized by Tiburon in connection with its performance of the services
hereunder.
14.2. Thirty (30) days prior written notice will be given to the Client in the event of any material
change in or cancellation of the policy. The City of Lubbock, shall be named as additional insured on all
policies. -
14.3. Tiburon shall give prompt written notice to the Client of all known losses, damages, or
injuries t o a ny p erson o r t o p roperty o f t he Client o r t hird p ersons t hat may be in any way related to the
services b eing p rovided h ereunder o r f or w hich a c [aim m ight be made against the Client. Tiburon shall
promptly report to the Client all such claims that Tiburon has noticed, whether related to matters insured or
uninsured. No settlement or payment for any claim for loss, injury or damage or other matter as to which the
Client may be charged with an obligation to make any payment or reimbursement shall be made by Tiburon
without the prior written approval of the Client,
14.4. Performance Bond: Upon execution of this Agreement, Tiburon shall provide the City with a
performance bond in accordance with Chapter 2253, Texas Government Code in the amount of 100% of the
total contract price and a payment bond in accordance with Chapter 2253, in the amount of 100% of the total
contract price. Said statutory bonds should be issued by a company carrying a current Best Rating of A or
superior.
15. Shipping and Risk of Loss
All sales and deliveries are F.O.B. Destination at which time risk of loss shall pass to the Client. Tiburon shall
retain risk of loss for equipment, goods and materials delivered to Tiburon's possession at its development
facilities for purposes of System development and integration until such equipment, goods and. materials
have been delivered to the Client's facilities. Deliveries to the Client shall be addressed_ to the address set
forth in Section 33 hereof unless the Client designates a different address in a written notice delivered in
accordance with Section 33 hereof. Tiburon reserves the right to make deliveries to the Client in installments,
and this Agreement shall be severable as to such installments.
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16. Equipment Compatibility
16.1. The Tiburon Applications will not fail to perform in accordance with the performance
standards set forth in the Statement of Work as a result of the equipment specified in the Pricing Summary
and provided by Tiburon under this Agreement. Tiburon shall not be responsible for the performance of the
Tiburon Applications in combination with any other products, elements, or components not supplied by
Tiburon except to the extent that Tiburon has provided the interface between such equipment and non -
Tiburon products, elements or components pursuant to this Agreement.
16.2. For any equipment specified in the Pricing Summary and provided by Tiburon under this
Agreement that is no longer available due to model changes or other reasons beyond the reasonable control
of Tiburon, Tiburon shall provide equipment of same or equal quality, performance and capacity.
16.3. THE CLIENT SHALL BE RESPONSIBLE FOR ANY EQUIPMENT NOT PROVIDED
DIRECTLY BY TIBURON UNDER THIS AGREEMENT, IN WITHOUT LIMITATION THE
CONDITION, OPERATION, AND PERFORMANCE IN THE SYSTEM OF SUCH EQUIPMENT, AND FOR
THE INSTALLATION OF SUCH EQUIPMENT AND ASSOCIATED SOFTWARE, INTEGRATION INTO ANY
APPLICABLE COMMUNICATIONS NETWORK, COMPATIBILITY WITH TIBURON SOFTWARE,
PERFORMANCE AND DATA CAPACITIES, TIBURON PERSONNEL COSTS AND RELATED EXPENSES
DUE TO TIME LOST DUE TO PROBLEMS WITH CLIENT -PROVIDED SOFTWARE OR EQUIPMENT, AND
ANY IMPACT ON TIBURON SOFTWARE OR EQUIPMENT WHICH IMPACTS OVERALL SYSTEM
OPERATION OR PERFORMANCE. TIBURON WILL UNDERTAKE THE AFOREMENTIONED
RESPONSIBILITIES FOR CLIENT -PROVIDED EQUIPMENT ONLY UPON THE PAYMENT OF
ADDITIONAL INTEGRATION FEES EXPRESSLY AND SPECIFICALLY DESIGNATED FOR SUCH
PURPOSE IN THIS AGREEMENT OR BY A CHANGE ORDER HERETO.
17. Limited Warranty
17.1. Tiburon warrants that each Tiburon Application shall conform to the As -Built Specifications
with respect to such Tiburon Application.
17.2. Upon acceptance of each Tiburon Application (on an application -by -application basis) in
accordance with the Statement of Work, the Client shall enter into Tiburon's then -current standard support
agreement (the "Support Agreement"). The Support Agreement shall be substantially in the form as set forth
in Exhibit 7 hereof. The terms and provisions of the Master Support Agreement executed between Tiburon
and the Client shall be equal to or more favorable for the Client than those terms and provisions depicted in
the sample Master Support Agreement (Exhibit 7). All modifications to that sample Master Support Agreement
will b e m utually a greed t o b etween T iburon a nd t he C lient o n o r b efore t he C lient's final acceptance of the
project. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST
INFRINGEMENT.
17.3. Tiburon makes no warranty with respect to any Third -Party Products. Warranty coverage for
Third -Party Products shall be provided in accordance with the original manufacturers' warranty provisions.
18. Limitation of Liability
TIBURON'S LIABILITY FOR ANY CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL BE
LIMITED TO THE TOTAL AMOUNT TO BE PAID TIBURON UNDER THIS AGREEMENT. IN NO EVENT
SHALL TIBURON BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF
THE TIBURON APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR INACCURACIES. IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF
PROFIT OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR
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CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER
LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN
OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE
LIMITATION -OR EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL
EFFECT WITHOUT VIOLATING SUCH LAWS. IF A COURT OF COMPETENT JURISDICTION
DETERMINES THAT RELEVANT LAWS IN FORCE MAY IMPLY WARRANTIES AND LIABILITIES WHICH
CANNOT BE E XCLUDED O R L IMITED O R W HICH C AN O NLY PARTLY B E E XCLUDED O R L IMITED,
THEN THE LIMITS ON TIBURON'S LIABILITY SET OUT IN THIS AGREEMENT SHALL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW.
19. Non -Discrimination
Tiburon agrees that in performing its tasks under this Agreement, it shall not discriminate against any worker,
employee, or applicant, or any member of the public, because of age, race, sex, creed, color, religion, or
national origin, nor otherwise commit an unfair employment practice in violation of any state or federal law.
20. Non -Hiring of Employees
Absent t he p rior w ritten c onsent o f t he o ther p arty i n e ach i nstance, neither party or any of its related or
affiliated persons or organizations, will solicit for hire, offer to hire, hire or in any way employ, engage the
services of or otherwise compensate any person who, in the preceding twelve (12) month period, was
employed by the other party or its related or affiliated persons or organizations, until a period beginning twelve
(12) months after such person's employment with the other party terminated.
21. Conflict of Interest
Tiburon warrants that, to the best of its knowledge and belief, no person except bona fide employees, agents,
consultants or representatives of Tiburon or any of its subcontractors has been employed or retained to solicit
or secure this Agreement.
22. Independent Contractor Status
The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be
construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party
shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or
authority to bind or obligate the other in any manner to any third party. The employees or agents of one party
shall not be deemed or construed -to be the employees or agents of the other party for any, purpose.
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or
on behalf of any third party.
23. Assignment
Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of
the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may assign
this Agreement to its successor in connection with a sale of its business without obtaining consent of any party.
Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement
shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives,
administrators and assigns.
24. Third Party Beneficiaries
This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their
permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall
be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other
Page 10 of 14 .
040103 Lubbockffiburon System Implementation Agreement
entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party
to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in
connection with this Agreement.
25. Governing Law
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance
with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United
Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by
this Agreement.
26. Venue
All legal proceedings brought in connection with this Agreement may only be brought in a state or federal
court located in the State of Texas. Each party hereby agrees to submit to the personal jurisdiction of those
courts for any lawsuits filed there against such party arising under or in connection with this Agreement.
27. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into
this Agreement.
28. Amendment
No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument
referencing this Agreement signed by duly authorized representatives of each of the parties hereto.
29. Waiver -
In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an
authorized representative of the party against whom enforcement of s uch w aiver w ould b e s ought, it being
intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere
lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the
other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a
specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances
specifically addressed by such waiver or to any future events, even if such future events involve facts and
circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right,
benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or
power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice
to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement.
30. Force Majeure
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement
(and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of
the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non -performing party through the use of alternate
sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by
reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials,
equipment, power or supplies; war, terrorism or, other violence; any law, order, proclamation, regulation,
ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party
hereto; or any other act or condition beyond the reasonable control of the non -performing party. Upon the
occurrence of an event which satisfies both of the a bove c onditions (a " Force M ajeure E vent'), t he n on -
Page 11 of 14
040103 Lubbock/Tiburon System Implementation Agreement
performing party will be excused from any further performance of those obligations under this Agreement
affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-
performing party continues to use commercially reasonable efforts to recommence performance whenever
and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non-
performing party will immediately notify the other party by telephone (to be confirmed by written notice within
two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in
reasonable detail the nature of the Force Majeure Event.
31. Severability
If any provision of this Agreement shall for -any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall
be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect
to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and
effect:
32. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon
and the Client relating to the subject matter hereof and supersedes all quotes, proposals understandings,
representations, conditions, warranties, covenants, and all other communications between the parties (oral or
written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained
in any purchase order or other form provided by the Client in connection with this Agreement and any such
terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the
subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be
enforceable by the Client unless specifically set forth in this Agreement.
33. Notices
All notices, requests, demands, or other communications required or permitted to be given hereunder must
be in writing and must be addressed to the parties at their respective addresses set forth below and shall be
deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating
receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable
overnight air courier service; or (d) three (3) business days after being deposited with the United States
Postal Service, for delivery by certified or registered mail, postage pre -paid and return receipt requested. All
notices and other communications regarding default or termination of this Agreement shall be delivered by hand
or sent by certified mail, postage pre -paid and return receipt requested. Either party may from time to time
change the -notice address set forth below by delivering notice to the other party in accordance with this section
setting forth the new address and the date on which it will become effective.
If to Tiburon:
Tiburon, Inc.
Attention: Contracts Administrator
39350 Civic Center Drive
Fremont, CA 94538
Phone: 510-792-2108
Fax: 510-742-1057
Page 12 of 14
040103 Lubbock/Tiburon System Implementation Agreement
If to the Client:
City of Lubbock, Texas
Attention: Mark Yearwood
916 Texas Avenue
Lubbock, Texas 79413
Phone: (806) 775-2399
Fax: (800) 775-3033
34. Construction
The paragraph and section headings used in this. Agreement or in any exhibit hereto are for convenience and
ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and
not business days, unless otherwise expressly provided herein.
35. Counterparts
This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and all
of which together shall constitute one and the same document.
Page 13 of 14
040103 Lubbock/Tiburon System Implementation Agreement
SIGNATURE PAGE
CITY OF LUBBOC TIBURON, INC.
c I cDo , Ma, or Robert Bro
Sr. Vice Pr sident and COO
ATTEST:
Reb ca Garza, City Secretary Randolph J. Brine
Contracts Manager
APPROV A TO CONTENT
Maud Jones, Police Vef
APPROVED AS TO FORM:
-
Linda Chamales, Supervising Attorney
Office Practice Section
Page 14 of 14
040103 Lubbock/Tiburon System Implementation Agreement
Resolution No. 2003-Rp142
EXHIBIT 1
To
Tiburon System Implementation Agreement
DEFINITIONS
This Exhibit is attached to, incorporated into, and forms a part of the Tiburon System Implementation
Agreement, dated . , 200_, between Tiburon and the Client (herein referred to as the "Agreement").
Capitalized terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein
unless otherwise defined in the Agreement. In the event of conflict between the terms and conditions set
forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall
prevail.
1. "As -Built Specifications" shall mean, with respect to any of the Tiburon Applications, the
specifications for such Tiburon Application delivered to the Client upon the Client's acceptance of such
Tiburon Application in accordance with the Statement of Work.
2. "Client" is defined in the preamble to the Agreement.
3. "Client Confidential Information" is defined in Section 10.1 of the Agreement.
4. "Client Representative" is defined in Section 7.2 of the Agreement.
5. "Contract Price" is defined in Section 4 of the Agreement.
6. "Derivative Works" shall mean, with respect to any Tiburon Application, any translation,
abridgement, revision, modification, or other form in which such Tiburon Application may be recast,
transformed, modified, adapted or approved after the Client's acceptance of the Tiburon Application in
accordance with the Statement of Work.
7. "Dispute Notice" is defined in Section 11.1 of the Agreement.
8. "Disputing Party" is defined in Section 11.1 of the Agreement.
9. "Documentation" shall mean, with respect to any Tiburon Application, those printed
instructions, manuals, and diagrams pertaining to and furnished with such Tiburon Application.
10. "Effective Date" is defined in the preamble to the Agreement.
11. "Enhancement" shall mean, with respect to any Tiburon Application, a computer program
modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new
functions to, such Tiburon Application and that is integrated with such Tiburon Application after the Client's
acceptance of the Tiburon Application in accordance with the Statement of Work, or that is related to such
Tiburon Application but offered separately by Tiburon after the Client's acceptance of the Tiburon Application
in accordance with the Statement of Work.
12. "Error" shall mean, with respect to any Tiburon Application, a defect^in the Source Code for
such Tiburon Application that prevents such Tiburon Application from functioning in substantial conformity
with the As -Built Specifications pertaining thereto.
13. "Force Majeure Event" is defined in Section 30 of the Agreement.
14. "Initial Project Schedule" is defined in Section 3.2 of the Agreement.
Page 1 of 3
040103 Lubbock/Tiburon System Implementation Agreement
Exhibit 1 - Definitions
15. "Indemnified Matters" is defined in Section 13 of the Agreement.
16. "Maintenance Modifications" shall mean, with respect to any Tiburon Application, a computer
software change to correct an Error in, and integrated into, such Tiburon Application, but that does not alter
the functionality of such Tiburon Application and that is provided to the Client after the Client's acceptance of
such Tiburon Application in accordance with the Statement of Work under the Support Agreement relating to
such Tiburon Application.
17. "Milestone Payments" is defined in Section 5.1 of the Agreement.
18. "Milestone Payment Schedule" is defined in Section 5.1 of the Agreement.
19. "Object Code" shall mean computer programs assembled or compiled from Source Code in
magnetic or electronic binary form on software media, which are readable and usable by machines, but not
generally readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering.
20., "Pricing Summary" is defined in Section 5.3 of the Agreement.
21. "Project Manager" is defined in Section 7.1 of the Agreement.
22. "Project Schedule" is defined in Section 3.2 of the Agreement.
23. "Software License Agreement" shall mean any software license agreement between Tiburon
and the Client delivered in accordance with Section 9.2 of the Agreement pursuant to which Tiburon grants a
limited license to use any of the Tiburon Applications in accordance with the terms and conditions thereof, as
the same may be amended or otherwise modified from time to time.
24. "Source Code" shall mean computer programs written in higher -level programming languages,
sometimes accompanied by English language comments. Source Code is intelligible to trained
programmers and may be translated to Object Code for operation on computer equipment through the
process of compiling.
25. "Statement of Work" is defined in Section 2 of the Agreement.
26. "Support Agreement" shall mean any support agreement between Tiburon and the Client
delivered in accordance with Section 17.2 of the Agreement pursuant to which Tiburon provides warranty and
extended support for any of the Tiburon Applications in accordance with the terms and conditions thereof, as
the same may amended or otherwise modified from time to time.
27. "System" shall mean the Client's computer automated system consisting of the Tiburon
Applications combined with deliverables specified in the Pricing Summary to be delivered and installed by
Tiburon under the Agreement, including without limitation servers and other computer and network hardware
and equipment, operating systems, any database or other third party software products, any PC or other
workstation equipment having access to any of the Tiburon Applications, any communications interfaces and
any wiring, cabling and connections.
28. "Third -Party Products" shall mean all software and hardware components specified in the.
Pricing Summary and delivered by Tiburon under this Agreement for integration into the System other than
the Tiburon Applications.
29. "Third -Party Software" is defined in Section 9.3 of the Agreement.
30. "Tiburon" is defined in the preamble to the Agreement.
Page 2 of 3
040103 LubbockfTiburon System Implementation Agreement
Exhibit 1 - Definitions
31. "Tiburon Application" shall mean each software application developed by Tiburon and
delivered to the Client under this Agreement and in accordance with the As -Built Specifications relating
thereto, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related
Documentation.
32. "Tiburon Confidential Information" is defined in Section 10.2 of the Agreement.
Page 3 of 3
040103 LubbockMburon System Implementation Agreement
Exhibit 1 - Definitions
Resolution No. 2003—RO142
EXHIBIT 2
To
Tiburon System Implementation Agreement
STATEMENT OF WORK
This Exhibit is attached to, incorporated into and forms part of the Tiburon System Implementation
Agreement, dated , 20_, between the Client and Tiburon (herein referred to as the "Agreement').
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail
Page 1 of 1
040103 Lubbock/Tiburon System Implementation Agreement
Exhibit 2 — Statement of Work
Resolution No. 2003—RO142
Exhibit 2
To
Tiburon System Implementation Agreement
PROJECT STATEMENT OF WORK
TABLE OF CONTENTS
Task 1:
Project Management . ............................................... .........................................................
4
Task 2:
Project Initiation Session.........................................................:...........:..............................6
Task3:
System Review..................................................................................................................7
Task 4:
Finalize Hardware Requirements ......... ................................................ .............. ...............
8
Task 5:
Develop Project Plan.........................................................................................................9
Task 6;
Business Practice Review.....................................................................................:..........10
Task 7:
Hardware. Off -Site Installation.........................................................................................12
Task 8:
Software Configuration....................................................................................................13
Task 9:
Initial Data File Conversion........:....................................................................................14
Task 10:
..............................................................
System Deployment .................................... .....17
Task 11:
As -built Specification Documents...................................................................................18
Task 12:
Geographic File..................................................................................................I...........19
Task 13:
Interface Development...................................................................................................21
Task 14:
Ancillary System Installation.....................................................................................I....22
Task 15:
Code Table and System File Training............................................................................23
Task 16:
Training......................................................................................................................24
Task 17:
Functional Demonstration..............................................................................................27
Task 18:
Integration Testing ................................... .................................................................. ;....
28
Task 19:
Final Data Conversion....................................................................................................29
Task 20:
Production Cutover.........................................................................................................30
Task 21:
Reliability Test Period....................................................................................................31
Task 22:
Final System Acceptance...............................................................................................33
Page 1 of 33 Pages
040103
SIA Exhibit
2
Statement of Work
General Scope
This Statement of Work ("SOW") defines the principal activities and responsibilities of both parties
for the implementation of a Computer Aided Dispatch, Records
Management System, and Field
Automation System to support the City of Lubbock, Texas (hereinafter called the "CLIENT").
The tasks listed within may not always start and complete in
a sequential manner, but may
overlap other tasks, according to the Project Plan and Schedule.
The completion and acceptance
of any task is not contingent upon the completion of a previously defined task unless specifically
identified.
The functional requirements to which the Tiburon application software products must adhere are
defined in the following Tiburon application software documentation:
Document Title
Date
CAD TI GUI
Mar 05, 2002
CAD TI Administrator
Mar 05, 2002
CAD TI Event Entry
Mar 18, 2002
CAD TI File Maintenance
Mar 05, 2002
CAD TI Fire
Mar 05, 2002
CAD TI Law
Mar 05, 2002
RMS Introduction
Jun 11, 2002
RMS Browser System
Jun 20, 2002
RMS Alpha System
Jun 20, 2002
RMS Location System
Jun 20, 2002
RMS Vehicle System
Jun 20, 2002
RMS Property/evidence System
Jun 20, 2002
RMS Arrest and Booking
Jun 20, 2002
RMS Restraining Orders
Jun 20, 2002
RMS Special flags
Jun 20, 2002
RMS Case Management
Jun 20, 2002
RMS Crime Watch
Jun 20, 2002
RMS Criminal Records
Aug 08, 2002
RMS Crime Analysis
Jun 20, 2002
RMS False Alarms
Jun 20, 2002
RMS Gang Information
Jun 20, 2002
RMS Incident Report Writing
Jul 08, 2002
RMS Inventory
Aug 01, 2002
RMS Juvenile Records
Jun 20, 2002
RMS Licenses and Permits
Jun 20, 2002
RMS Officer Activity
Jun 20, 2002
RMS Special Intelligence
Jun 20, 2002
RMS UCR Crime Statistics
Aug 05, 2002
RMS Traffic Management
Jun 20, 2002
Mobile Data System
Jun 20, 2002
Automated Reporting System (ARS) Manual
Jul 15, 2002
Geographic. Conversion Tool
Jun 20, 2002
Please note that the current certified version of Tiburon's application software will be supplied to
the CLIENT.
Page 2 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Page 3 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
Task 1: Project Management
Task Description:
Project Management occurs throughout the project and is involved in every task of the project.
The overall project management activities are listed here for reference.
Tiburon Responsibilities:
a. Maintain project communications with the Client's Project Manager.
b. Manage the efforts of the Tiburon staff and coordinate Tiburon activities with the Client's
Project Manager.
C. Conduct status meetings with the Client's Project Manager on a monthly basis, or as may
otherwise be reasonably required to discuss project status.
d.. Provide timely responses, within ten (10) business days, to issues raised by the Client's
Project Manager.
e. Prepare and submit, no later than the fifth business day of each month, a status report
that identifies the accomplishments of the previous month as well as activities planned for
the current month.
f. Prepare and submit project Change Proposals to the Client's Project Manager as
necessary.
g. Prepare and submit Task Completion Letter(s) to the Client's Project Manager_
Client Responsibilities:
a. Maintain project communications with Tiburon's Project Manager.
b. Manage the efforts of the Client staff and coordinate Client activities with the Tiburon
Project Manager.
C. Participate in the status meeting with the Tiburon Project Manager on a monthly basis or
as may otherwise be reasonably required to discuss project status.
d. Provide timely responses, within ten (10) business days, to issues raised by the Tiburon
Project Manager.
e. Liaison with all Client provided third -party vendors and associated systems.
f. Ensure acceptable Change Proposals are approved by authorized signature(s).
g. Ensure acceptable Task Completion Letter(s) are approved by authorized signature(s).
h. Ensure timely payment of invoices,
i. Ensure Tiburon access to server and network equipment and work areas on a 24x7
basis, with pre -authorization for off -hours.
j. Ensure personnel to support system operation, including error diagnosis and system
Page 4 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
recovery or restart, as reasonably requested by Tiburon, for time periods equivalent to
the hours of intended system use.
k. Provide a minimum of two (2) dial -in connections per server, convenient to the server
equipment for the purpose of remote hardware and software support. These must be
circuits capable of supporting V.32 BIS connections and may not connect through a PBX
or other premise telephone system
I. Allow remote Tiburon access for dial -in access to all development and system "root"
accounts on all servers running Tiburon licensed software.
M. Provide workspace for a minimum of two (2) Tiburon personnel as requested. Client will
provide workspace in accordance with its standard workspace requirements.
n. Ensure telephones are located at each of the w orkspaces and adjacent to the central
processor for the duration of the project. Tiburon will be responsible for all Tiburon
initiated Jong -distance charges while on -site. -
Completion Criteria:
As the items listed here by reference are parts of subsequent tasks, task completion is
determined via the subsequent tasks. There is not a separate task completion letter for this item.
Page 5 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 2: Project Initiation Session
Task Description:
The project will be initiated with a meeting of key Client and Tiburon project participants. It will be
scheduled at a mutually acceptable date post contract execution. The meeting, conducted at the
CLIENT's facility, will address the scope of the project and the responsibilities of both parties
Tiburon Responsibilities:
a. Coordinate with Client to establish schedule and location for the Project Initiation
Meeting.
b. Conduct with the Client an initial project meeting at Client facilities to present a project
overview, introduce key team members, review initial project schedule, and tour Client
facilities.
C. Deliver, one complete set of current Baseline Specification documents to the Client.
d. Establish the schedule, location, and agenda for the Business Practice Review sessions.
Client Responsibilities:
a. Coordinate with Tiburon to establish schedule and location for the Project Initiation
Meeting.
b. Ensure that all appropriate Client personnel attend and .actively participate in the Project
Initiation Meeting.
C. Arrange and provide tour of Client facilities.
d. Work with Tiburon to determine the schedule, location, and agenda for the Business
Practice Review sessions
Completion Criteria:
This task is considered complete when the Project Initiation meeting has been held and a
schedule for Business Practice Review sessions is determined. Task completion will be
confirmed by the Client's signature on the task completion letter prepared by Tiburon.
Page 6 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 3: System Review
Task Description:
Tiburon will work with the CLIENT to facilitate a review by the CLIENT of the baseline
functionality. The review will be based upon the baseline documentation. The goal of this task is
to insure that the CLIENT has reviewed and fully understands the baseline functionality that is
being delivered as part of this product.
Tiburon Responsibilities:
a. Respond to questions that the CLIENT may develop regarding details of functionality -
Client Responsibilities:
a. Review baseline documentation as provided by Tiburon.
b. Within fourteen (14) days of receipt of baseline documentation,, provide Tiburon with
written confirmation of completion of the review of the baseline documentation.
Completion Criteria:
This task is complete either upon receipt from the CLIENT of written confirmation of their review
of the baseline documentation or passage of fifteen (15) calendar days. Task completion will be
confirmed by the Client's signature on the task completion letter prepared by Tiburon.
Page 7 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 4: Finalize Hardware Requirements
Task Description:
Prior to the Client placing the equipment order, Tiburon and the CLIENT will review the
contracted configuration. Modifications to the configuration will only be made at the CLIENT'S
request and will be made through the Project Change Request process, if applicable.
Tiburon Responsibilities:
a. Review the hardware configuration with the CLIENT.
Client Responsibilities:
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 to validate final hardware requirements.
b. Review the hardware configuration with Tiburon.
C. Order; the hardware and other third party components in accordance with the
hardware/system software configuration.
Completion Criteria:
This task is considered complete when the CLIENT certifies the equipment has been placed on
order. Task completion will be confirmed by the Client's signature on the task completion letter
prepared by Tiburon
Page 8 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
Task -5: Develop Project Plan
Task Description:
The objective of this task is to develop the Project Plan and Schedule and define the priorities
and inter -dependencies among tasks
Tiburon Responsibilities:
a. Work with the Client to develop the Project Plan and Schedule.
b. Prepare and deliver the Project Plan and Schedule document for Client review and
approval.
G. Review the Project Plan and Schedule with Client personnel and make changes that are
mutually agreed upon..
d. Measure and evaluate progress against the Project Plan and Schedule.
Client Responsibilities:
a. Work with Tiburon to develop the Project Plan and Schedule.
b. Review and communicate to Tiburon any exceptions to the Project Plan and Schedule.
Completion Criteria:
This task is considered complete upon receipt of the Client's written approval of the Project Plan
and Schedule. Task completion will be confirmed by the Client's signature on the task completion
letter prepared by Tiburon
Task 6: Business Practice Review
Task Description:
The Business Practice Review is a process of evaluating the Client's existing business practices
in conjunction with the product application functionality. A series of remote and on -site meetings
at a Client facility will be held for the Tiburon system for the purpose of a product review to
promote understanding of system functionality, identification of tailoring requirements, and the
implementation of external interfaces.
Tiburon will work with the appropriate Client staff to identify and document all tailoring for each
Tiburon system and interface to be installed. Standard system tailoring includes the renaming of
agency -specific data elements and the reformatting of existing data -entry screens, as well as
defining site -specific parameters. It does not include modifications to the application software,
database layouts, report output column headers or formatting, or interfaces to internal or external
databases or systems. All system changes that result in such modifications are considered
system customization, and, if not included as specific project deliverables, will be on a change
order basis.
The information gathered will be summarized in a Functional Software Design document to be
mutually agreed upon by Tiburon and the Client.
Tiburon Responsibilities:
a. Provide business practice consultants who are familiar with application functionality.
b. Demonstrate product application functionality.
C. Conduct a detailed review of the Client's business processes by product area.
d. Utilize Tiburon's Baseline Specifications to review product application functionality.
e. Identify and define areas where a Client business process cannot be met with existing
production application functionality.
f. Document the results of each review.
g. Create and deliver the Functional Software Design document, which identifies those
product application items to be tailored as well as associated interfaces.
Client Responsibilities:
a. Provide personnel who have operational expertise to analyze business practices in
relation to product functionality.
b. Provide personnel to explain existing Client business practices.
C. Provide, upon request, currently existing information, data, records, documents and make
such design decisions as may be reasonably required to document changes necessary
for the Tiburon systems.
d. Provide, on request, currently existing information, record layouts and documents
necessary to establish interfaces with all local and remote systems.
Page 10 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
e. Provide detailed specifications and definitions for all interfaces listed to be delivered.
f. Review and communicate to Tiburon any exceptions regarding the Functional Software
Design document.
Completion Criteria:
This task is considered complete upon receipt of the Client's written approval of the Functional
Software Design document. Task completion will be confirmed by the Client's signature on the
task completion letter prepared by Tiburon.
Page 1,1 of 33 Pages
040103 SlA Exhibit 2
Statement of Work
Task 7: Hardware Off -Site Installation
Task Description:
This task outlines the acquisition of the system hardware, its delivery to the Tiburon Development
Center, the installation and configuration of the hardware and operating system software, the
installation and configuration of the baseline application systems, and the initial testing of the
application and environment.
Tiburon Responsibilities:
a. Acquire the hardware and system software as defined in the final hardware/system
software configuration.
b. Provide the CLIENT with an inventory list, including serial numbers, of equipment
delivered to the Tiburon Development Center.
C. Install and, configure the hardware and system software at the Tiburon Development
Center.
d. Install and configure the baseline application software as defined in the final
hardware/system software configuration.
e. Perform unit and system level testing of the baseline application systems.
CLIENT Responsibilities:
a. Deliver hardware to the Tiburon Development Center, 11211 Taylor Draper Lane, Austin
Texas, 78759.
b. Respond to any requests for information from Tiburon as may be required to complete
offsite installation of the system
Completion Criteria:
This task is considered complete when Tiburon confirms in writing, the delivery and installation of
the computer hardware, peripheral equipment, operating system and application software. Task
completion will be confirmed by the Client's signature on the task completion letter prepared by
Tiburon
Page 12 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 8 Software Configuration
Task Description:
Complete software configuration in accordance with the Functional Software Design document.
Tiburon Responsibilities:
a. Tailor the application software in accordance with the Functional Software Design
document.
b. Conduct testing of the tailored application to ensure compliance with the Functional
Software Design document.
C. Document any known problems regarding the software in the Tiburon Customer Support
(TCS) database.
d. Provide and document resolution to any known problems regarding the software in the
TCS database.
Client Responsibilities:
a. Provide timely responses to Tiburon questions that may arise during software
configuration.
Completion Criteria:
This task is considered complete when Tiburon certifies the software has been tailored in
accordance with the Functional Software Design document. Task completion will be confirmed
by the Client's signature on.the task completion letter prepared by Tiburon.
Page 13 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 9: Initial Data File Conversion
Task Description:
This task provides for the initial loading and data conversion of the Client data files:
CAD Data Conversion
Tiburon will convert the following files from the Client's existing CAD system:
• Geofiles
• Premise History File - The Premise History file will be converted only when the geofile
conversion source is the current Phoenix system.
• Notes File
A Microsoft Access database with two tables will be created for the following files:
• Events
• Case Numbers
The Event table will have, as the primary key, the event number (10 digits — 6 date + 4 sequence
number), with alternate keys of:
• Type of Event
Service Type
• Jurisdiction
• Address of Event (Street + type + direction + suffix + city +house number)
• Reporting Party name
• Reporting Phone Number
• A Memo field, containing all event information as seen from a dec cad inquiry today,
including CR+LF characters.
The Case Number table (necessary because a single event could have multiple case numbers
assigned), will be:
• Case Number
• Case Stream
• Event number (the primary key of the event)
The Event and Case data will be converted in individual month segments. This will allow the
majority of the data to be converted well before cutover, with the last month of data converted just
before cutover. The client is responsible for providing access to the data as required and to help
in the audit of the data, primarily during functional testing. The conversion routines produce audit
reports on errors in the data conversion process; these will be checked and procedures modified
during the first phase of conversion. Ample time has been allocated during the first phase of
conversion for auditing and verifying results and reprocessing, as necessary, all or parts of the
data conversion. Some of the data are converted a month at a time, greatly accelerating the
audit verification process, taking a fraction of the time to run a conversion.
RMS Data Conversion
Tiburon will convert the following files from the Client's existing RMS system:
• Case
• Case involvements
• Person
• Alias/AKA
• Vehicle
Fl
Page 14 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
• FI_associates
• Alert and Comment"
• Alternate IDs
• Comments
Property
• Pawn
• Warrant
Arrests/Misdemeanor Citation
• Known offender
• Traffic citation
• Traffic collision
• Case management (MCI)
• Crime analysis
• Bicycle
• Auto theft
• Comment Note: Comment records can be converted to Special Flags or put in an ASCII
test.file at the discretion of the Client.
Note:
1) Phoenix case numbers are retained as the RMS incident number.
2) Phoenix arrest numbers are converted to RMS booking numbers. In most cases the RMS
booking number may be projected from the Phoenix arrest number for cross-reference purposes.
3) Phoenix PID numbers are not retained for user lookup.
Only data from the Phoenix RMS that has a comparable field in the Tiburon RMS will be
converted; i.e. if there is not a data field in the Tiburon RMS to support the existing data, the data
will not be converted. If data in a Phoenix field is longer than the Tiburon field, it will be truncated
during the conversion. Exception logging is not included in the standard Phoenix data
conversion.
For any file not identified within this section, Tiburon can provide an ASCII file of the data for an
additional cost per file.
Adequate disk space is needed, accessible from the Phoenix RMS system, to convert from the
Phoenix RMS system files to temporary work files. Network connection between the Phoenix
RMS system machine and the proposed RMS system is required for the purpose of data transfer.
Tiburon Responsibilities:
a. Prepare the required conversion software to accept the files provided by the Client and to
create the necessary Tiburon application data files.
b. Perform the data conversion process to load test files on the Tiburon applications using
sample data provided by Client.
C. Review resulting files with the Client, document any problems, and collaborate with the
Client on a plan for corrective action(s).
Client Responsibilities:
a. Purge unnecessary records from the existing database to ensure that the ASCII files
provided to Tiburon contain only records the Client intends Tiburon to convert.
Page 15 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
b. Provide Tiburon with a representative sample of the data to be converted, on mutually
agreeable transmission media (e.g., CD-ROM).
c. Review resulting files with Tiburon and, document any problems, and collaborate with
Tiburon on a plan for corrective action(s).
Completion Criteria:
This task is considered complete after Tiburon has delivered initial converted data. In case of
errors, this task will be complete upon Client's approval of a corrective action plan. Task
completion will be confirmed by the Client's signature on the task completion letter prepared by
Tiburon. A separate task completion letter will be generated for each major_ system: CAD and
RMS.
Page 16 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 10: System Deployment
Task Description:
This task covers the shipping of the system(s) and hardware from the Tiburon development
center to the CLIENT facility, and the re -installation of the system(s) at the CLIENT site.
Tiburon Responsibilities:
a. De -install and ship the new system from the Tiburon development center to the CLIENT's
facility.
b. Install the new baseline system(s) at the CLIENT facility.
CLIENT Responsibilities:
a. Provide a- site adequate for the installation, operation and maintenance of all computer
and workstation equipment.
b. Provide all cable runs, pathways, coring, access points, floor cutting or drilling and related
tasks related to cable and equipment installation.
c. Provide all telephone connection points within manufacturer recommended distances
from the server equipment.
d. Provide and install all communication lines, modems, hubs and routers, cabling and other
components necessary for system operation and maintenance.
e. Provide at least two (2) dial -in telephone lines per server for remote access.
Completion Criteria:
This task is considered complete when system configuration is installed at the CLIENT facility.
Task completion will be confirmed by the Client's signature on the task completion letter prepared
by Tiburon.
Page 17 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 11: As -built Specification Documents
Task Description:
The information gathered and documented in the Business Practice Review process will be used
to modify the baseline System Specification documents.
Tiburon Responsibilities:
a. Update the baseline System Specification documents with information gathered in the
Business Practice Review.
b. Provide the updated System Specification documents in electronic form.
C. Correct any discrepancies as needed within five business (5) days.
CLIENT Responsibilities:
a. Review the System Specification documents and identify in writing any specific
discrepancies found within ten business (10) days.
Completion Criteria:
This task is complete either upon delivery of the corrected System Specification documents or
with the passage of eleven (11) days following the delivery of the updated System Specification
documents. Task completion will be confirmed by the Client's signature on the task completion
letter prepared by Tiburon
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040103 SIA Exhibit 2
Statement of Work
Task 12: Geographic File
Task Description:
Tiburon will implement the Geographic Conversion Process (GCP) to support the loading of data
in the Tiburon Geographic File (TGF) format into Tiburon application software system files.
Following the initial geographic file data conversion, the Client will be responsible for on -going
conversions using this same process.
Tiburon Responsibilities:
a. Obtain from the Client a standard ESRI ArcView shapefile containing the street centerline
segments to be supported by the application systems.
b. Obtain from Client all polygon boundary ArcView shapefiles representing reporting district
(RD) or grids.
C. Obtain from the Client one (1) polypoint ArcView shapefile to be associated with
Common Place Names.
d. Use the Tiburon Geographic Conversion Toolkit (GCT) to convert the data into TGF
formant in preparation for loading the data into the database.
e. Provide the Client with information regarding the types of data errors that will be identified
during the GCP operation that require correction in the Client -provided database.
f. Provide the Client with the Tiburon Geofile Construction documentation for use in
successful entry and conversion of commonplace name data from the ESRI ArcView
polypoint shapefile. The document will also be used in determining minimum and
optional data requirements including the use of target address, street name alias, and
commonplace name files.
g. Convert the Client -provided ESRI ArcView polypoint shapefile into the associated
commonplace file entries in TGF format.
h. Convert the Client -provided street name alias and target address records into the
required TGF formatted data.
i. Convert the ESRI ArcView polygon shapefile data to generate and attach to the
respective segment records the associated RD data.
j. Provide the software needed to allow batch loading of the Tiburon application systems.
k. Provide the Client with listings of any geographic file data errors or warnings produced by
the GCP process to be used for correction of Client -provided information.
Client Responsibilities:
a. Provide a standard ESRI ArcView shapefile containing the street centerline segments to
be supported by the application systems.
b. Provide all polygon boundary ArcView shapefiles representing reporting districts (RD) or
grids.
Page 19 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Resolution No.
2003-R
Exhibit 2
To
Tiburon System Implementation Agreement
PROJECT STATEMENT OF WORK
TABLE OF CONTENTS
Task 1:
Project Management.........................................................................................................4
Task 2:
Project Initiation Session...................................................................................................6
Task3:
System Review ...................... ............................................................................................
7
Task 4:
Finalize Hardware Requirements......................................................................................8
Task 5:
Develop Project Plan......................._.................................................................................9
Task 6:
Business Practice Review...............................................................................................10
Task 7:
Hardware Off -Site Installation.........................................................................................12
Task 8:
Software Configuration....................................................................................................13
Task 9:
Initial Data File Conversion.............................................................................................14
Task 10:
.....................................................................
System Deployment .................... ...............17
Task 11:
As -built Specification Documents..........................................................I........................18
Task 12:
Geographic File..............................................................................................................19
Task 13:
Interface Development....................................................................................................21
Task 14:
Ancillary System Installation..........................................................................................22
Task 15:
Code Table and System File Training............................................................................23
Task 16:
Training.................................................................. .....24
Task 17:
Functional Demonstration..............................................................................................27
Task 18:
Integration Testing..............................................................................................:...........28
Task 19:
Final Data Conversion....................................................................................................29
Task 20:
Production Cutover..................................................._.....................................................30
Task 21:
Reliability Test Period....................................................................................................31
Task 22:
Final System Acceptance...............................................................................................33
Page 1 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
General Scope
This Statement of Work ("SOW") defines the principal activities and responsibilities of both parties
for the implementation of a Computer Aided Dispatch, Records
Management System, and Field
Automation System to support the City of Lubbock, Texas (hereinafter
called the "CLIENT").
The tasks listed within may not always start and complete in
a sequential manner, but may
overlap other tasks, according to the Project Plan and Schedule.
The completion and acceptance
of any task is not contingent upon the completion of a previously defined task unless specifically
identified.
The functional requirements to which the Tiburon application software products must adhere are
defined in the following Tiburon application software documentation:
Document Title
Date
CAD TI GUI
Mar 05, 2002
CAD TI Administrator
Mar 05, 2002
CAD TI Event Entry
Mar 18, 2002
CAD TI File Maintenance
Mar 05, 2002
CAD TI Fire
Mar 05, 2002
CAD TI Law
Mar 05, 2002
RMS Introduction
Jun 11, 2002
RMS Browser System
Jun 20, 2002
RMS Alpha System
Jun 20, 2002
RMS Location System
Jun 20, 2002
RMS Vehicle System
Jun 20, 2002
RMS Property/evidence System
Jun 20, 2002
RMS Arrest and Booking
Jun 20, 2002 .
RMS Restraining Orders
Jun 20, 2002
RMS Special flags
Jun 20, 2002
RMS Case Management
Jun 20, 2002
RMS Crime Watch
Jun 20, 2002
RMS Criminal Records
Aug 08, 2002
RMS Crime Analysis
Jun 20, 2002
RMS False Alarms
Jun 20, 2002
RMS Gang Information
Jun 20, 2002
RMS Incident Report Writing
Jul 08, 2002
RMS Inventory
Aug 01, 2002
RMS Juvenile Records
Jun 20, 2002
RMS Licenses and Permits
Jun 20, 2002
RMS Officer Activity
Jun 20, 2002
RMS Special Intelligence
Jun 20, 2002
RMS UCR Crime Statistics
Aug 05, 2002
RMS Traffic Management
Jun 20, 2002
Mobile Data System
Jun 20, 2002
Automated Reporting System (ARS) Manual
Jul 15, 2002
Geographic Conversion Tool
Jun 20, 2002
Please note that the current certified version of Tiburon's application software will be supplied to
the CLIENT.
Page 2 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
040103
Task 9: Project Management
Task Description:
Project Management occurs throughout the project and is involved in every task of the project.
The overall project management activities are listed here for reference.
Tiburon Responsibilities:
a. Maintain project communications with the Client's Project Manager.
b. Manage the efforts of the Tiburon staff and coordinate Tiburon activities with the Client's
Project Manager.
C. Conduct status meetings with the Client's Project Manager on a monthly basis, or as may
otherwise be reasonably required to discuss project status.
d. Provide timely responses, within ten (10) business days,. to issues raised by the Client's
Project Manager.
e. Prepare and submit, no later than the fifth business day of each month, a status report
that identifies the accomplishments of the previous month as well as activities planned for
the current month:
f. Prepare and submit project Change Proposals to the Client's Project Manager as
necessary.
g. Prepare and submit Task Completion Letter(s) to the Client's Project Manager.
Client Responsibilities:
a. Maintain project communications with Tiburon's Project Manager.
b. Manage the efforts of the Client staff and coordinate Client activities with the Tiburon
Project Manager.
c. Participate in the status meeting with the Tiburon Project Manager on a monthly basis or
as may otherwise be reasonably required to discuss project status.
d. Provide timely responses, within ten (10) business days, to issues raised by the Tiburon
Project Manager.
e. Liaison with all Client provided third -party vendors and associated systems.
f. Ensure acceptable Change Proposals are approved by authorized signature(s).
g. Ensure acceptable Task Completion Letter(s) are approved by authorized signature(s).
h. Ensure timely payment of invoices.
i. Ensure Tiburon access to server and network equipment and work areas on a 24x7
basis, with pre -authorization for off -hours.
j. Ensure personnel to support system operation, including error diagnosis and system
Page 4 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
recovery or restart, as reasonably requested by Tiburon, for time periods equivalent to
the hours of intended system use.
k. Provide a minimum of two (2) dial -in connections per server, convenient to the server
equipment for the purpose of remote hardware and software support. These must be
circuits capable of supporting V.32 BIS connections and may not connect through a PBX
or other premise telephone system
L Allow remote Tiburon access for dial -in access to all development and system "root"
accounts on all servers running Tiburon licensed software.
M. Provide workspace for a minimum of two (2) Tiburon personnel as requested. Client will
provide workspace in accordance with its standard workspace requirements.
n. Ensure telephones are located at each of thew orkspaces and adjacent to the central
processor for the duration of the project. Tiburon will be responsible for all Tiburon
initiated long-distance charges while on -site.
Completion Criteria:
As the items listed here by reference are parts of subsequent tasks, task completion is
determined via the subsequent tasks. There is not a separate task completion letter for this item.
Page 5 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 2: Project Initiation Session
Task Description:
The project will be initiated with a meeting of key Client and Tiburon project participants. It will be
scheduled at a mutually acceptable date post contract execution. The meeting, conducted at the
CLIENT's facility, will address the scope of the project and the responsibilities of both parties
Tiburon Responsibilities:
a. Coordinate with Client to establish schedule and location for the Project Initiation
Meeting.
b. Conduct with the Client an initial project meeting at Client facilities to present a project
overview, introduce key team members, review initial project schedule, and tour Client
facilities.
C. Deliver, one complete set of current Baseline Specification documents to the Client.
d. Establish the schedule, location, and agenda for the Business Practice Review sessions.
Client Responsibilities:
a. Coordinate with Tiburon to establish schedule and location for the Project Initiation
Meeting.
b. Ensure that all appropriate Client personnel attend and actively participate in the Project
Initiation Meeting.
C. Arrange and provide tour of Client facilities.
d. Work with Tiburon to determine the schedule, location, and agenda for the Business
Practice Review sessions
Completion Criteria:
This task is considered complete when the Project Initiation meeting has been held and a
schedule for Business Practice Review sessions is determined. Task completion will be
confirmed by the Client's signature on the task completion letter prepared by Tiburon.
Page 6 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 3: System Review
Task Description:
Tiburon will work with the CLIENT to facilitate a review by the CLIENT of the baseline
functionality. The review will be based upon the baseline documentation. The goal of this task is
to insure that the CLIENT has reviewed and fully understands the baseline functionality that is
being delivered as part of this product.
Tiburon Responsibilities:
a. Respond to questions that the CLIENT may develop regarding details of functionality
Client Responsibilities:
a. Review baseline documentation as provided by Tiburon.
b. Within fourteen (14) days of receipt of baseline documentation, provide Tiburon with
written confirmation of completion of the review of the.baseline documentation.
Completion Criteria:
This task is complete either upon receipt from the CLIENT of written confirmation of their review
of the baseline documentation or passage of fifteen (15) calendar days. Task completion will be
confirmed by the Client's signature on the task completion letter prepared by Tiburon.
Page 7 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 4: Finalize Hardware Requirements
Task Description:
Prior to the Client placing the equipment order, Tiburon and the CLIENT will .review the
contracted configuration. Modifications to the configuration will only be made at the CLIENT'S
request and will be made through the Project Change Request process, if applicable.
Tiburon Responsibilities:
a. Review the hardware configuration with the CLIENT.
Client Responsibilities:
a. Provide, upon request, information on existing hardwarelsystem software components
and terminal networks, as well as projected utilization statistics and other information as
may be reasonably required. to validate final hardware requirements.
b. Review the hardware configuration with Tiburon.
C. Order the hardware and other third party components in accordance with the
hardwarelsystem software. configuration.
Completion Criteria:
This task is considered complete when the CLIENT certifies the equipment has been placed on
order. Task completion will be confirmed by the Client's signature on the task completion letter
prepared by Tiburon
Page 8 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 5: Develop Project Plan
Task Description:
The objective of this task is to develop the Project Plan and Schedule and define the priorities
and inter -dependencies among tasks
Tiburon Responsibilities:
a. Work with the Client to develop the Project Plan and Schedule.
b. Prepare and deliver the Project Plan and Schedule document for Client review and
approval.
C. Review the Project Plan and Schedule with Client personnel and make changes that are.
mutually agreed upon.
d. Measure and evaluate progress against the Project Plan and Schedule.
Client Responsibilities:
a. Work with Tiburon to develop the Project Plan and Schedule.
b. Review and communicate to Tiburon any exceptions to the Project Plan and Schedule.
Completion Criteria:
This task is considered complete upon receipt of the Client's written approval of the Project Plan
and Schedule. Task completion will be confirmed by the Client's signature on the task completion
letter prepared by Tiburon
Page 9 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 6: Business Practice Review
Task Description:
The Business Practice Review is a process of evaluating the Client's existing business practices
in conjunction with the product application functionality. A series of remote and on -site meetings
at a Client facility will be held for the Tiburon system for the purpose of a product review to
promote understanding of system functionality, identification of tailoring requirements, and the
implementation of external interfaces.
Tiburon will work with the appropriate Client staff to identify and document all tailoring for each
Tiburon system and interface to be installed. Standard system tailoring includes the renaming of
agency -specific data elements and the reformatting of existing data -entry screens, as well as
defining site -specific parameters. It does not include modifications to the application software,
database layouts, report output column headers or formatting, or interfaces to internal or external
databases or. systems. All system changes that result in such modifications are considered
system customization, and, if not included as specific project deliverables, will be on a change
order basis.
The information gathered will be summarized in a Functional Software Design document to be
mutually agreed upon by Tiburon and the Client.
Tiburon Responsibilities:
a. Provide business practice consultants who are familiar with application functionality.
b. Demonstrate product application functionality.
G. Conduct a detailed review of the Client's business processes by product area.
d. Utilize Tiburon's Baseline Specifications to review product application functionality.
e. Identify and define areas where a Client business process cannot be met with existing
production application functionality.
f. Document the results of each review.
g. Create and deliver the Functional Software Design document, which identifies those
product application items to be tailored as well as associated interfaces.
Client Responsibilities:
a. Provide personnel who have operational expertise to analyze business practices in
relation to product functionality.
b. Provide personnel to explain existing Client business practices.
C. Provide, upon request, currently existing information, data, records, documents and make
such design decisions as may be reasonably required to document changes necessary
for the Tiburon systems.
d. Provide, on request, currently existing information, record layouts and documents
necessary to establish interfaces with all local and remote systems.
Page 10 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
e. Provide detailed specifications and definitions for all interfaces listed to be delivered.
f. Review and communicate to Tiburon any exceptions regarding the Functional Software
Design document.
Completion Criteria:
This task is considered complete upon receipt of the Client's written approval of the Functional
Software Design document. Task completion will be confirmed by the Client's signature on the
task, completion letter prepared by Tiburon.
Task 7: Hardware Off -Site Installation
Task Description:
This task outlines the acquisition of the system hardware, its delivery to the Tiburon Development
Center, the installation and configuration of the hardware and operating system software, the
installation and configuration of the baseline application systems, and the initial testing of the
application and environment.
Tiburon Responsibilities:
a. Acquire the hardware and system software as defined in the final hardware/system
software configuration.
b. Provide the CLIENT with an inventory list, including serial numbers, ` of equipment
delivered to the Tiburon Development Center.
C. Install and configure the hardware and system software at the Tiburon Development
Center.
d. Install and configure the baseline application software as defined in the final
hardware/system software configuration.
e. Perform unit and system level testing of the baseline application systems.
CLIENT Responsibilities:
a. Deliver hardware to the Tiburon Development Center, 11211 Taylor Draper Lane, Austin
Texas, 78759.
b. Respond to any requests for information from Tiburon as may be required to complete
offsite installation of the system
Completion Criteria:
This task is considered complete when Tiburon confirms in writing, the delivery and installation of
the computer hardware, peripheral equipment, operating system and application software. Task
completion will be confirmed by the Client's signature on the task completion letter prepared by
Tiburon
Page 12 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
Task 8: Software Configuration
Task Description:
Complete software configuration in accordance with the Functional Software Design document.
Tiburon Responsibilities:
a. Tailor the application software in accordance with the Functional Software Design
document.
b. Conduct testing of the tailored application to ensure compliance with the Functional
Software Design document.
C. Document any known problems regarding the software in the Tiburon Customer Support
(TCS) database.
d. Provide and document resolution to any known problems regarding the software in the
TCS database.
Client Responsibilities:
a. Provide timely responses to Tiburon questions that may arise during software
configuration.
Completion Criteria:
This task is considered complete when Tiburon certifies the software has been tailored in
accordance with the Functional Software Design document. Task completion will be confirmed
by the Client's signature on the task completion letter prepared by Tiburon.
Page 13 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 9: Initial Data File Conversion
Task Description:
This task provides for the initial loading and data conversion of the Client data files:
CAD Data Conversion
Tiburon will convert the following files from the Client's existing CAD system:
• Geofiles
• Premise History File - The Premise History file will be converted only when the geofile
conversion source is the current Phoenix system.
Notes File `
A Microsoft Access database with two tables will be created for.the following files:
• Events
• Case Numbers
The Event table will have, as the primary key, the event number (10 digits — 6 date + 4 sequence
number), with alternate keys of:
• Type of Event
• Service Type
• Jurisdiction
• Address of Event (Street + type + direction + suffix + city + house number)
• Reporting Party name
• Reporting Phone Number
• A Memo field, containing all event information as seen from a dec cad inquiry today,
including CR+LF characters.
The Case Number table (necessary because a single event could have multiple case numbers
assigned), will be:
• Case Number
Case Stream
• Event number (the primary key of the event)
The Event and Case data will be converted in individual month segments. This will allow the
majority of the data to be converted well before cutover, with the last month of data converted just
before cutover. The client is responsible for providing access to the data as required and to help
in the audit of the data, primarily during functional testing. The conversion routines produce audit
reports on errors in the data conversion process; these will be checked and procedures modified
during the first phase of conversion. Ample time has been allocated during the first phase of
conversion for auditing and verifying results and reprocessing, as necessary, all or parts of the
data conversion. Some of the data are converted a month at a time, greatly accelerating the
audit verification process, taking a fraction of the time to run a conversion.
RMS Data Conversion
Tiburon will convert the following files from the Client's existing RMS system:
• Case
• Case involvements
• Person
Alias/AKA
• Vehicle
• FI
Page 14 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
• FI_associates
• Alert and Comment*
• Alternate IDs
• Comments
• Property
• Pawn
• Warrant
• Arrests/Misdemeanor Citation
• Known offender
• Traffic citation
• Traffic collision
• Case management (MCI)
• Crime analysis
• Bicycle
• Auto theft
• Comment Note: Comment records can be converted to Special Flags or put in an ASCII
test file at the discretion of the Client.
Note:
1) Phoenix case numbers are retained as the RMS incident number.
,2) Phoenix arrest numbers are converted to RMS booking numbers. In most cases the RMS
booking number may be projected from the Phoenix arrest number for cross-reference purposes.
3) Phoenix PID numbers are not retained for user lookup.
Only data from the Phoenix RMS that has a comparable field in the Tiburon RMS will be
converted; i.e. if there is not a data field in the Tiburon RMS to support the existing data, the data
will not be converted. If data in a Phoenix field is longer than the Tiburon field, it will be truncated
during the conversion. Exception logging is not included in the standard Phoenix data
conversion.
For any file not identified within this section, Tiburon can provide an ASCII file of the data for an
additional cost per file.
Adequate disk space is needed, accessible from the Phoenix RMS system, to convert from the
Phoenix RMS system files to temporary work files. Network connection between the Phoenix
RMS system machine and the proposed RMS system is required for the purpose of data transfer.
Tiburon Responsibilities:
a. Prepare the required conversion software to accept the files provided by the Client and to
create the necessary Tiburon application data files.
b. Perform the data conversion process to load test files on the Tiburon applications using
sample data provided by Client.
C. Review resulting files with the Client, document any problems, and collaborate with the
Client on a plan.for corrective action(s).
Client Responsibilities:
a. Purge unnecessary records from the existing database to ensure that the ASCII files
provided to Tiburon contain only records the Client intends Tiburon to convert.
Page 15 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
b. Provide Tiburon with a representative sample of the data to be converted, on mutually
agreeable transmission media (e.g., CD-ROM).
C. Review resulting files with Tiburon and, document any problems, and collaborate with
Tiburon on a plan for corrective action(s).
Completion Criteria:
This task is considered complete after Tiburon has delivered initial converted data. In case of
errors, this task will be complete upon Client's approval of a corrective action plan. Task
completion will be confirmed by the Client's signature on the task completion letter prepared by
Tiburon. A separate task completion I etter will be generated for each major system: CAD and
RMS.
Page 16 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
Task 10: System Deployment
Task Description:
This task covers the shipping of the system(s) and hardware from the Tiburon development
center to the CLIENT facility, and the re -installation of the system(s) at the CLIENT site.
Tiburon Responsibilities:
a. De -install and ship the new system from the Tiburon development center to the CLIENT's
facility.
b. Install the new baseline system(s) at the CLIENT facility.
CLIENT Responsibilities:
a. Provide a site adequate for the installation, operation and maintenance of all computer
and workstation. equipment.
b. Provide all cable runs, pathways, coring, access points, floor cutting or drilling and related
tasks related to cable and equipment installation.
C. Provide all telephone connection points within manufacturer recommended distances
from the server equipment.
d. Provide and install all communication lines, modems, hubs and routers, cabling and other
components necessary for system operation and maintenance.
e. Provide at least two (2) dial -in telephone lines per server for remote access.
Completion Criteria:
This task is considered complete when system configuration is installed at the CLIENT facility.
Task completion will be confirmed by the Client's signature on the task completion letter prepared
by Tiburon.
Page 17 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 11: As -built Specification Documents
Task Description:
The information gathered and documented in the Business Practice Review process will be used
to modify the baseline System Specification documents.
Tiburon Responsibilities:
a. Update the baseline System Specification documents with information gathered in the
Business Practice Review.
b. Provide the updated System Specification documents in electronic form.
C. Correct any discrepancies as needed within five business (5) days.
CLIENT Responsibilities:
a. Review the System Specification documents and identify in writing any specific
discrepancies found within ten business (10) days.
Completion Criteria:
This task is complete either upon delivery of the corrected System Specification documents or
with the passage of eleven (11) days following the delivery of the updated System Specification
documents. Task completion will be confirmed by the Client's signature on the task completion
letter prepared by Tiburon
Page 18 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
Task 12: Geographic File
Task Description:
Tiburon will implement the Geographic Conversion Process (GCP) to support the loading of data
in the Tiburon Geographic File (TGF) format into Tiburon application software system files.
Following the initial geographic file data conversion, the Client will be responsible for on -going
conversions using this same process.
Tiburon Responsibilities:
a. Obtain from the Client a standard ESRI ArcView shapefile containing the street centerline
segments to be supported by the application systems.
b. Obtain from Client all polygon boundary ArcView shapefiles representing reporting district
(RD) or grids.
C. Obtain from the Client one (1) polypoint ArcView shapefile to be associated with
Common Place Names.
d. Use the Tiburon Geographic Conversion Toolkit (GCT) to convert the data into TGF
formant in preparation for loading the data into the database.
e. Provide the Client with information regarding the types of data errors that will be identified
during the GCP operation that require correction in the Client -provided database.
f. Provide the Client with the Tiburon Geofile Construction documentation for use in
successful entry and conversion of commonplace name data from the ESRI ArcView
polypoint shapefile. The document will also be used in determining minimum and
optional data requirements including the use of target address, street name alias, and
commonplace name files.
g. Convert the Client -provided ESRI ArcView polypoint shapefile into the associated
commonplace file entries in TGF format.
h. Convert the Client -provided street name alias and target address records into the
required TGF formatted data.
i. Convert the ESRI ArcView polygon shapefile data to generate and attach to the
respective segment records the associated RD data.
j. Provide the software needed to.allow batch loading of the Tiburon application systems.
k. Provide the Client with listings of any geographic file data errors or warnings produced by
the GCP process to be used for correction of Client -provided information.
Client Responsibilities:
a. Provide a standard ESRI ArcView shapefile containing the street centerline segments to
be supported by the application systems.
b. Provide all polygon boundary ArcView shapefiles representing reporting districts (RD) or
grids.
Page 19 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
C. Provide one (1) polypoint ArcView shapefile to be associated with Common Place
Names.
d. Responsible for both initial geofile creation and ongoing geofile correction and
maintenance.
e. Provide a geographic file coordinator to act as the point of contact regarding geographic
data, conversion and loading issues.
f. Provide the specified ESRI ArcView shapefiles for import into the GCT system either via
network connection, by compatible tape drive or CD-ROM media.
g. Provide this geographic database with all required (TGF) fields present as separate
discreet fields, except those fields that are to be created by GCP or GCT.
h. Review the Tiburon -provided definition of the types of geographic file data errors that
may result in exceptions as part of the GCP process and determine a corrective plan of
action.
i. Review the Tiburon -provided rules necessary for the successful entry and conversion of
commonplace data to aid in the conversion process.
j. Review the Tiburon -provided definition of the format to be used to create street name
alias and target address records to aid in the conversion process.
k. Provide all applicable polygon and point files required to define the complete database.
I. Provide all ESRI and associated systems, software licenses and workstation equipment
necessary for the entry and maintenance of the base geographic information.
M. Provide any needed services to make data corrections due to errors or other conditions
which prevent file conversion and loading for on-line operation
n. Be solely responsible for the content and accuracy of the geographic file and all related
data.
o. Provide support for ongoing file conversion and reload on a scheduled basis.
Completion Criteria:
This task is considered complete when the Tiburon application database has been loaded.
Loading initial geographic information is sufficient for task completion; data errors in the Client -
provided database will n of p revent t ask c ompletion. Task c ompletion will b e c onfirmed b y t he
Client's signature on the task completion letter prepared by Tiburon.
Page 20 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 13: Interface Development
Task Description:
All interfaces will be developed, installed and tested.
Tiburon Responsibilities:
a. Migrate, install and unit test all local and remote interfaces in accordance with the
Interface Specification
Client Responsibilities:
a. Provide Tiburon all necessary information pertaining to the interfaces.
b. Provide Tiburon any record layouts and documentation necessary to establish the
connectivity to any local or remote systems and facilities.
C. Assume responsibility for any hardware, software licenses, modifications or additions to
any systems not supplied by Tiburon.
d. Act as the liaison between the agencies and vendors required to support these
interfaces.
e. Provide Tiburon with the physical connections for each interface, so as to allow Tiburon
to test the functionality of each interface in an appropriate environment.
f. If the interface(s) are currently in operation, it is the CLIENT's responsibility to disconnect
each of the interfaces from the operational environment to facilitate interface testing.
Completion Criteria:
This task is considered complete once the interfaces listed above have been installed and the
parties mutually agree that testing is satisfactorily completed. External systems and/or interfaces
not available for integration with those interfaces supplied by Tiburon shall not be cause for
delaying the completion of this task. In any case where an interface implemented by Tiburon
does not have access to its external partner, that Tiburon -provided interface will be demonstrated
by the existence of a file to which the interface may either write to or receive data from.
Discrepancies discovered following the completion of this task will be corrected as part of the
maintenance phase. Task completion will be confirmed by the Client's signature on the task
completion letter prepared by Tiburon.
Page 21 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 14: Ancillary System Installation
Task Description:
Install, configure and test the ancillary systems.
Tiburon Responsibilities:
a. Provide the software and services to install ancillary systems
b. Configure the systems as applicable, according to the System Specification documents.
C. Establish connection to the CLIENT network.
d. Test the operation of data transfer functions.
e. Test the operation of the ancillary systems.
Client Responsibilities:
a. Provide the required computer and network equipment not specifically provided by
Tiburon.
b. Provide assistance to Tiburon staff in cases where non -Tiburon systems are to be
accessed.
C. Provide applicable data in the format necessary for system operation where non -Tiburon
systems are to be accessed.
d. Work with Tiburon to verify the operation of the ancillary systems.
Completion Criteria:
This task is considered complete once the ancillary systems listed above have been installed and
the parties mutually agree that testing is satisfactorily completed. Task completion will be
confirmed by the Client's signature on the task completion letter prepared by Tiburon.
Page 22 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 15: Code Table and System File Training
Task Description:
Tiburon will be responsible for building a set of test/training files and for defining all production
data files. Tiburon will then train and assist the CLIENT staff in the entry of agency -specific
information. Training will be provided on all standard shifts, not to exceed eight hours per 24-
hour period.
Tiburon Responsibilities:
a. Build a set of test/training files and define all production data files.
b. Provide the technical manuals in electronic form for all Tiburon systems installed ten (10)
days prior to training.
C. Instruct the CLIENT designees on the set-up and subsequent entry of code tables and
system files.
CLIENT Responsibilities:
a. Designate and assign technical personnel to receive training
b. Provide suitable classroom facilities to include an overhead projector and computer
workstation equipment for the instructor and each staff member participating in the
training session.
C. Provide individual copies of the documentation provided by Tiburon for all the students in
the training session.
Completion Criteria:
This task is considered complete when the scheduled Code Table and General file Building
training is complete. Task completion will be confirmed by the Client's signature on the task
completion letter prepared by Tiburon
Page 23 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
Task 16: Training
Task Description`.
A training program will be developed and scheduled exclusively for the CLIENT and then
conducted to train CLIENT Technical and User personnel on the use of the systems. Please note
that certain training sessions can take place prior to this training task or in conjunction with the
installation or integration of prior tasks.
CAD Trainina-
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Reformatter Training
16
10
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CAD Browser Training
4
10
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32
4
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administration, workstation setup,
16
8
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install, backups.
CAD Administrator Training
4
8
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MSS System Administration
16
8
1
Page 24 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
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8
8
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Alpha/ Incident/LocationNehicle
8
8
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Property and Evidence
8
8
1
Arrest and Booking
8
8
1
Restraining Orders
2
8
1
Special Flags
2
8
1
Bicycle
1
8
1
Case Management
1
8
1
Crime Watch
2
8
1
Crime Analysis
24
4
1
Criminal Records
4
8
1
False Alarm
2
8
1
Gang System'
1
8
1
Incident Report Writing
2
8
1
Inventory
8
8
1
Juvenile Records
2
8
1
Licenses and Permits
1
8
1
Officer Activity
1
8
1
Special Intelligence
2
8
1
Traffic Management
2
8
1
UCR Crime Statistics
24
8
1
Warrant Tracking
4
4
1
Page 25 of 33 Pages
040103
SIA Exhibit 2
Statement of Work
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4
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Reformatter Training
24
4
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20
4
1
(GCT) Training
Crystal Reports Training
16
8
1
Tiburon Responsibilities:
d. Provide all required materials in electronic form ten (10) days prior to training.
e. Provide training for a designated set of Users on a mutually agreed to schedule.
f. Provide training on all standard shifts, not to exceed eight hours per 24-hour period.
g. Allow the CLIENT to videotape any training class for the purpose of presentation to future
CLIENT training classes.
Client Responsibilities:
h. Provide classroom facilities with one (1) overhead projector, one (1) computer
workstation for each student and one (1) workstation for the instructor.
i. Provide one (1) copy of the documentation provided by Tiburon for each student
j. Designate and assign personnel with basic Windows software skills to receive training in
groups not to exceed eight (8) students per session.
k. Provide complete and ongoing training for all remaining CLIENT personnel on a schedule
that allows system cutover and production operation on the schedule as documented in
the Project Implementation Plan:
I. Provide any desired video taping equipment and services for the purpose of taping
training classes for the purpose of future training.
Completion Criteria:
This task is considered complete when the scheduled training on each installed system has been
completed. This Task does not include GPA training. Task completion will be confirmed by the
Client's signature on the task completion letter prepared by Tiburon.
Page 26 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 17: Functional Demonstration
Task Description:
Tiburon will demonstrate system functionality in accordance with the baseline specification
documents that have been updated to reflect any changes as a result of CLIENT -specific features
captured during the Business Practice Review process.
Tiburon Responsibilities:
a. Conduct a functional system demonstration at the CLIENT facility.
b. The functional system demonstration shall not exceed eight (8) consecutive hours per
system.
Client Responsibilities:
a. Provide workstations as required to support Tiburon's functional system demonstration.
b. Witness the Functional System Demonstration
Completion Criteria:
This task is considered complete when all major system functions have been demonstrated to
operate in accordance with the System Specification documents. Minor deficiencies (reports
format errors, cosmetic screen changes, etc) will not prevent the completion of this task. Task
completion will be confirmed by the Client's signature on the task completion letter prepared by
Tiburon.
Page 27 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 18: Integration Testing
Task Description:
Following functional testing of each individual system component, Tiburon will demonstrate all
interfaces to ensure that the complete system operates together as defined.
Tiburon Responsibilities:
a. Certify the interfaces as ready for integration testing.
b. Assist the CLIENT in testing each interface as defined
C. Review any discrepancies that are identified by the CLIENT
d. Provide software or documentation modifications as needed to correct the discrepancies.
Client Responsibilities:
a. Conduct testing and 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 correct any discrepancies
Completion Criteria:
This task is considered complete when the internal and external interfaces have been
demonstrated according to the System Specification documents. External systems and/or
interfaces not available for integration with those interfaces supplied by Tiburon shall not be
cause for delaying the completion of this task. In any case where an interface implemented by
Tiburon does not have access to its external partner, that Tiburon -provided interface will be
demonstrated by the existence of a file to which the interface may either write to or receive data
from. Discrepancies discovered following the completion of this task will be corrected as part of
the maintenance phase. Task completion will be confirmed by the Client's signature on the task
completion letter prepared by Tiburon.
Page 28 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 19: Final Data Conversion
Task Description:
Final conversion of the specified Client data files into the Tiburon licensed applications.
Tiburon Responsibilities:
a. Accept the complete set of data files to be converted, and execute the conversion
programs in accordance with the. Data Conversion Plan.
b. Review resulting files with the Client, document any problems, and collaborate with the
Client on a plan for corrective action(s).
Client Responsibilities:
a. Purge unnecessary records to ensure that the ASCII files provided Tiburon only contain
data the Client intends Tiburon to convert prior to the data conversion process..
b. Provide Tiburon with the complete set of data files to be converted.
C. Review resulting files with Tiburon and, document any problems, and collaborate with
Tiburon on a plan for corrective action(s).
d. Address errors in corrected data, should problems arise during the final conversion
process due to errors, omissions or changes to the data provided by the Client.
Completion Criteria:
This task is considered complete after Tiburon has delivered final converted data. In case of
errors, this task will be complete upon Client's approval of a corrective action plan. Task
completion will be confirmed by the Client's signature on the task completion letter prepared by
Tiburon. A separate task completion letter will be generated for each major system: CAD and
RMS.
SIA Exhibit 2
Statement of Work
Task 20: Production Cutover
Task Description:
This task outlines the process for placing the system(s) in to a production environment by the
CLIENT.
Tiburon Responsibilities:
a. Notify the Client when each system is ready for production operation.
b. Monitor the initial operation of the system both technically and functionally for up to two
(2) consecutive days following initial cutover and answer any operational questions by the
Client. If specific modules are delayed for cutover, Tiburon will support those modules
on-line in the mode of warranty support.
G. Assist the training staff in utilizing the system and the computer operations staff in
supporting the system.
d. Document technical service requests (TSRs).
Client Responsibilities:
a. Place the software into production and begin operational use in consultation with Tiburon
and in accordance with the Project Plan and Schedule.
b. Document errors on technical service requests (TSRs).
Completion Criteria:
This task is considered complete when the system(s) is placed in production operation, or three
(3) business days following receipt of Tiburon's notice of operational certification, whichever
occurs first. All subsystems do not have to be placed into production operation for this task to be
complete. Task completion will be confirmed by the Client's signature on the task completion
letter prepared by Tiburon. A separate task completion letter will be generated for each major
system: CAD and RMS.
Page 30 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 21: Reliability Test Period
Task Description:
This task will verify that the system demonstrates reliable operation in a production environment.
The CLIENT will have thirty- (30)-days in which to test the system in live operation, document
issues, and provide a punch list to Tiburon. Please note this is a fixed thirty- (30) -calendar day
period.
Tiburon Responsibilities:
a. Notify the CLIENT the system is in live operation and ready for reliability testing.
b. Provide access to Tiburon support personnel.
C. Address system problems according to a mutually agreed upon schedule during this test
period or during the maintenance period
d. Complete the list of outstanding system problems based on the punchlist and deliver the
list to the CLIENT within five (5) business days following the completion of the test period.
Client Responsibilities:
a. Begin Reliability Test once the system(s) is placed into production.
b. Utilize and monitor the operation of the system in a production environment
C. Log all occurrences of system failures.
d. Notify Tiburon, in the event of system problems or failures.
e. Upon completion of the thirty (30) calendar day period, provide Tiburon with a punchlist
Completion Criteria:
This task is considered complete upon successful achievement of the reliability testing
requirements. Task completion will be confirmed by the Client's signature on the task completion
letter prepared by Tiburon. A separate task completion letter will be generated for each major
system: CAD and RMS.
In the event the system is down during this test period, one of the following will occur:
System operation will be suspended, the problem is considered major, and immediately
diagnosed and corrected. After installation of the appropriate corrections, the test period will
resume, logging the time since the designated Tiburon contact was notified of the failure as
downtime, or
System operation will continue, the problem will be logged and then corrected, tested and
demonstrated during or following the reliability test period. In this case, the problem is
documented as a minor system problem, the system not removed from on-line operation, and
the system is not considered down.
Page 31 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Functional problems that do not prevent productive use of the system are not considered
downtime. Software problems of this type are documented by the City on a punch list to be fixed
during and following this phase. The system shall not be considered down during any manual or
automated fail -over process (i.e., HACMP), or if it is operational in a backup mode or via
replacement with spares, pending the receipt of replacement components and repair of the failed
component.
Failures in individual communication lines, terminals, workstations, PCs, non -Tiburon PC licensed
software, modems, data communications or problems that involve non -redundant or fault -tolerant
hardware or remote workstation or terminal sites do not constitute downtime. They will be
repaired as expediently as possible, and operations will then continue.
Testing will not be delayed or interrupted if there are failures in systems that are not the
responsibility of Tiburon (communication lines, external databases, etc.). Also, the test will not be
delayed if any user -provided peripheral components encounter a failure or have not been made
available for implementation and testing according to the project schedule. Scheduled system
unavailability for purposes of software update, performance tuning, file backups and other
processes typical in a production environment is not considered as downtime.
No software, related system changes or enhancements shall be made to any system undergoing
system certification unless they are directly related to addressing a major failure. Any City -
requested changes or enhancements will be addressed after the system is accepted, as part of
the maintenance period.
The test process may be temporarily suspended for scheduled changes, software corrections or
upgrades. In this event, the test period will resume when the system is again operational, without
logging downtime.
Page 32 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Task 22: Final System Acceptance
Task Description:
Confirm and acknowledge the completion of all project tasks, reliability tests, resolution of all
punchlist items and place system under maintenance.
Tiburon Responsibilities:
a. Certify to the CLIENT in writing that all products have been delivered and all requisite
tests have completed successfully.
b. Provide the CLIENT with all remaining documentation and associated information as
listed as project deliverables.
Client Responsibilities:
a. Verify that all products have been delivered and all requisite tests have been successfully
completed.
Completion Criteria:
This task is considered complete when the CLIENT has acknowledged project completion and
the system is placed under maintenance. .Task completion will be confirmed by the Client's
signature on the task completion letter prepared by Tiburon. A separate task completion letter will
be generated for each major system: CAD and RMS.
Page 33 of 33 Pages
040103 SIA Exhibit 2
Statement of Work
Resolution No. 2003—R
EXHIBIT 3
To
Tiburon System Implementation Agreement
INITIAL PROJECT SCHEDULE
This Exhibit is attached to, incorporated into and forms part of the Tiburon System Implementation
Agreement, dated , 20_, between the Client and Tiburon (herein referred to as the "Agreement').
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail.
Page 1 of 1
040103 Lubbock/Tiburon System Implementation Agreement
Exhibit 3 — Initial Project Schedule
Resolution No. 2003-RO142
EXHIBIT 3
To
Tiburon System Implementation Agreement
INITIAL PROJECT SCHEDULE
ID Task Name M-1 Mt M2 M3 M4 M5 M6 M7 M8 M9 M10 M11 M12 M13
1 Note 1: This schedule is produced based on general assumptions regarding
the tasks to be performed and the hours available for each task.
2 CONTRACT EXECUTION DATE
3 PROJECT START DATE
4
PROJECT MANAGEMENT
5
Duration
6
PROJECT INITIATION MEETING
8
BUSINESS PRACTICE REVIEWS AND WORKSHOPS
9
Deployment Topology and Infrastructure Review
10
Data Migration and Conversion Planning
B
11
Geographic Files Implementation Planning
12
CAD Business Practice Review
13
RMS and ARS Business Practice Review
14
MDS (MAKO) and Mobile FAS BPR
15
Training Plan Development -
I
16
Testing Plan Development
17
Production Cut -aver Planning
18
PROJECT IMPLEMENTATION PLAN AND SCHEDULE
^
20
SIGN -OFF All Plans and Schedules
21
SYSTEM DEPLOYMENT ON -SITE
22
Hardware Order Placed
Lubbock
23
Tiburon Installs CAD/RMS Servers on -site
v ,
24
Lubbock completes VPN Access to on -site system
Lubbock
26
26
TRACK 7 - CAD AND MOBILES IMPLEMENTATION
27
Software Configuration (performed remotely over VPN)wow
28
CAD Server Applications (1 agency, Police, Fire, EMS)
29
MDS (mobile dispatch) Application
30
CAD/MDS Software Customizations (0)
32
Geographic File Development
^
34
Initial Data Conversion-
36
CAD System Interfaces (6)
37
TLETS LU6.2 Interface
38
Plant E911 interface (Plant)
39
Master Time Interface (Netclock),
40
CAD -to -Mobiles
41
Fire Alerting Interface (Zetron 626)
42
'Rip & Run" fire station printer interface
43
Ancillary Systems Installation (2)
44
Maverick Mapping
;
Page 1 of 3
Pages
EXHIBIT 3
To
Tiburon System Implementation Agreement
INITIAL PROJECT SCHEDULE
ID
Task Name
M-1 M1 M2 M3 M4 M5 M6
M7 M8 M9
M10 M11 M12 M13
45
CARS MIS Reporting Implementation
3
46
Functional System Specification(s)
48
On Site Integration and Testing
50
Deployment of Application Software
I
51
Tiburon demonstrates load procedure for each type of workstation-
(CAD, RMS, mobile)
I;
52
Client loads remaining LAN and Mobile network
.Lubbock
53
Code Table and System File Training
;
54
Tiburon Training.
55
Application Tables Verification and Update
Lubbock
56
Functional System Demonstration
i
w
58
CAD Application Training
i
59
Tiburon Training of Trainers
=
60
User Training
Lubbock;
61
MDS (mobile dispatch) Application Training
62
Tiburon Training of Trainers
63
User Training
Lubbock
64
Pre-Cutover Data Conversion
66
Cutover to Production
; e
68
CAD LIVE DATE
3
69
Reliability Testing (30 days)
71
CAD System Acceptance
♦ j i
72
Warranty Period Begins
i
♦ i i
73
!
_ f
_
- 1 3
� r i
t
i
. W
_ Lubbock
i
e
74
Track 2, POLICE RMS and ARS IMPLEMENTATION
75
Software Configuration (1 agency)
76
Police RMS/ARS Applications (remotely over VPN)
77
Mobile FAS (field reporting) Applications
78
RMS/ARS Software Customizations (0)
80
Initial Data Conversion
82
System Interfaces (1)
83
DDSI Mug shot system
84
Ancillary Systems Installation (0)
86
Functional System Specification(s)
88
Code Table and System Files
89
Tiburon Training
90
Application Tables Verification and Update
91
On Site Integration and Testing
93
Functional System Demonstration
95
RMS Application Training
96
Tiburon Training of Trainers
Page 2 of 3 Pages
EXHIBIT 3
To
Tiburon System Implementation Agreement
INITIAL PROJECT SCHEDULE
ID
Task Name
M-1 M1 M2 M3 M4 M5 M6
M7 M8 M9 M10 M11 M12 M13
97
Agency Internal training
Lubbock
98
FAS (mobile field reporting) Training
99
Tiburon Training of Trainers
100
Agency Internal training
Lubbock
101
Pre-Cutover Data Conversion
103
Cutover to Production
105
Reliability Testing (30 days)
107
System Acceptance -
Page 3 of 3 Pages
Resolution No. 2003—Rp142
EXHIBIT 4
To
Tiburon System Implementation Agreement
MILESTONE PAYMENT SCHEDULE
This Exhibit is attached to, incorporated into and forms part of the Tiburon System Implementation
Agreement, dated , 20_, between the Client and Tiburon (herein referred to as the "Agreement").
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail.
Page 1 of 1
040103 Lubbock/Tiburon System Implementation Agreement
Exhibit 4 - Milestone Payment Schedule
Exhibit 4
to
Tiburon System Implementation Agreement
MILESTONE PAYMENT SCHEDULE
Contract Amount: $766,665
Payment
.SOW
T6sk
_ P�j"16'f' I faft. 0 crrption #i
n-
k� grniif 4-4 ni
°`
:Balance"
1
N/A
Contract Signing and Delivery of Baseline Documentation
$153,333
20%
$613,332
2
6
Business Practice Review
$76,667
10%
$536,666
3
7
On -Site Hardware Staging and System Deployment
$115,000
15%
$421,666
4
10
Deliver As -Built Specifications Documents
$76,667
10%
$344,999
5
11
Geographic File
$38,333
5%
$306,666
6
15
Training
$76,667
107%
$230,000
7
19
Production Cutover
$76,667
10%
$153,333
8
21
1 Final System Acceptance
$153,333
20%
$0
SIA Exhibit 4
040103 Page 1 of 1 Pages Milestone Payment Schedule
Resolution 2003-RO142
EXHIBIT 5
To
Tiburon System Implementation Agreement
PRICING SUMMARY
This Exhibit is attached to, incorporated into and forms part of the Tiburon System Implementation
Agreement, dated , 20_, between the Client and Tiburon (herein referred to as the "Agreement").
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail.
Resolution No. 2003—RO142
Exhibit 5
to the
System Implementation Agreement
Pricing Summary
Lubbock, TX - CAD/Ti, RMS/Ti and FAS
Equipment and Technical
City Description Licenses Services Totals Comments
Computer Aided Dispatch -• CAD(ri
CAD Nucleus (3 service types, 2 agencies)_
$46,200
$46,200
Police, Fire and EMS Service Types
for Lubbock and the County SO
Optional modules: .
capability
$3,600
$6,983
$10,583
_Mapping _
Calculated routing (requires mapping)
not included
EMS System Status Management
not included
100%
License discount
($49,800)
($49,800)
Data conversion: CAD Data Conversion
$16.310
$16,310
_
Data Collection, System Setup
$9,902
$9,902
Software Integration, Testing, Certification
_
$20,550
$20,550
Subtotalsl
$0
$53,745
t $53,745
CADrr1 Workstations
14
CAD active dispatch/calltaker workstation licenses,
$44,800
$44,800
2 _
CAD active calltaker/status workstation licenses
$4,800
$4,800
0
CAD passive dispatch/calltaker workstation licenses
not included
0
CAD passive calitaker/status workstation licenses
not included
0
CAD remote dispatch/calltaker workstation licenses
not included
0
CAD remote calltaker/statu_s_workstation licenses_
not included_
0
CAD remote status -only workstation licenses
_
not included
100%
License discount
($49,600)
$49,600)
_ Subtotals
$0
$0
$0
Law Enforcement Records Management -- RMS(ri
RMS Nucleus (1 agency)
$_36,600
Browser system
_$__3_6,500
incl
_
Alpha system
ind
_
_ _
Location system _
incl
Incident system
incl
Vehicle system
incl
Property_/evidence
incl
_
Arrest and Booking
incl
_
Restraining_ Orders
incl
Special flags
incl
Optional modules:
----
--
_
Bicycle Registration
$1,000
$1,000
SIA Exhibit 5
040103 Page 1 of 6 Pages Pricing Summary
Exhibit 5
to the
System Implementation Agreement
Pricing Summary
Equipment and Technical
Qty _ Description Licenses Services Totals Comments
Case Management
$2,000
J
$2,000
Crime Analysis
$3,500
$3,500
Crime Watch
$1,000
$1,000
Criminal Records,
$2,100
$2,100
_
False Alarm System
$1,600
$1,161
$2,761
The Technical Services Fee is
required to support the local Alarm
Ordinance.
_
Fleet Maintenance
not included
_
Gang System
$1,100
$1,100
Incident Report Writing
$2,100
$2,100
_
Inventory
$2,100
$2,100
Juvenile records
$2,000
$2,000
_
License and Permits
$1,100
$1.100
_
NIBRS Crime Statistics
not included
Officer Activity
$1,000
$1,000
_
Personnel/Training
not included
Intelligence
$1,200
$1,200
_S_pecial
Traffic Management
$1,700
$1,700
UCR Crime Statistics
$3,500
$3,500
Warrant Tracking
$2,50_0
$2,500
100%
_
License discount
($66,000)
($66,000)
Data conversion: RMS Data Conversion
$16,310
$16,310
No data Conversion
not included
Data Collection, System Setup
$19,228
$19,228
_
Software Integration, Testing, Certification
$24,997
$24,997
Subtotals
$0
$61,696
$61,696
Fire Rescue Records Management -- FRMSITi
FRMS Nucleus (1 agency)
not included
Browser system
incl
Location System
incl
Incident Tracking (NFIRS 5.0)
incl
Optional modules: -- --
-
--
Reporting
not included
_E_MS
Equipment Maintenance
not included
Hazardous Materials
not included
Inspection System_
not included
Inventory
not included
_
Personnel/Training
not included
040103 Page 2 of 6 Pages
SIA Exhibit 5
Pricing Summary
040103
Exhibit 5
to the
System Implementation Agreement
Pricing Summary
Equipment and Technical
Qty Description Licenses Services Totals Comments
No data Conversion
not included
No data Conversion
not included
Data Collection, System Setup
$0
$0
_ _
Software Integration, Testing, Certification .
_
$0
$0
Subtotals
$0
$0
$0
RMS Graphical Workstations..
200
Law RMS workstation licenses
$79,000
$79,000
100%
License discount
($79,000)
1
1($79,000)
_
_
Subtotalsl
$o
I $0
I $o
lntegrated,Message Switch:
Independent Message Switch
$4,000
$4,000
RNC interface
$4,800 .
$11,456
$16,256
CDPD interface
not included
Data Radio interface
not included
LU6.2 interface to State of TX
$7,500
$19,093
$26,593
3270 (LU2) interface to State
not Included
Stale/NCIC reformatter
$4,500
$_3,748
$8,248
_
Reformat modifications (existing state)
$4,685
$4,685
Special forms
not included
100%
License discount
($16,800)
Custo_m Modifications:
_
None proposed
not included
Subtotals
$0
$421982
1 $42,982
Field Automation System -- FAS „
0
MDS Client software licenses
not included
0
ARS Client software licenses
not included
Site
_
Combined ARS/MDS Client software licenses (not
discounted)
$47,600
$47,600
1
Automated Reporting System
$11,800
$11,800
1
Mobile Dispatch System
$17,500
$17,500
0
Traffic accident reporting
not included
100%
License discount _
($29,300)
Review, Generation and Tailoring
$11,422
$11,422
Page 3 of 6 Pages
SIA Exhibit 5
Pricing Summary
Exhibit 5
to the
System Implementation Agreement
Pricing Summary
Equipment and Technical
City Description Licenses Services Totals Comments
Installation, Testing, Certification
$18,277
$18,277
Subtotalsl
$47,600
1 $29,699
1 $77,299
Supporting Systems
1
CARS MIS Reporting development software
$4,800
$2,794
$7,594
0
CARS Secondary Development Workstation
not included
0
CARS List Generatation Workstation
not included
0
GMS Geofile Maintenance System
not included
0
GPA Geographic Presentation & Analysis
not included
0
CrimeView workstations
not included
_
0
FireView workstations
not included
.
Subtotals
$4,800
$2,794
$7,594
Interfaces and Special Systems
1
E911 interface - Plant
$1,800
$6,128
$7,92_8
1
_
Master time interface (WWVB)
$1,200
$4,119
$5,319
0
Secondary master time interface
not included
_
1
MDS/MDT CAD functional subsystem
$4,800
$8,837
$13,637
1
Alphanumeric Paging with dispatch interface
$16,774
$23,174
_ 0
Alphanumeric Paging additional external interfaces
_$6,400
not Included
0
Fax server interface
not included
0
Fire Alerting interface/Tone Encoder (Zetron 25)
not included
1
Fire Alerting interface (Zetron Model 626)
$10,500
$8.228
$18,728
1
'Rip & Run" fire station printer interface
$2,400
$2,509
$4,909
0
CAD to Fire Transfer to the Fire Dept Access Database
not included
The CAD to Fire Transfer of CAD
Call Data to the Fire Department's
Access Database is not included in
this pricing. Additional discussion
with the Lubbock Fire Department
Is required to define the
requirements.
1
Video mugshot Interface (DDSI) (not discounted)
$7,500
J$12,581
$20,081
New Interface
100%
License discount
($27,100)
($27,100)
----
------- ---- ---
Subtotals
$7,500
$59,176
$66,676
User Training Classes (quantities per Statement of Work)
040103 Page 4 of 6 Pages
SIA Exhibit 5
Pricing Summary
040103
Exhibit 5
to the
System Implementation Agreement
Pricing Summary
Equipment and Technical
oty Description Licenses Services Totals Comments
CAD general and administrator training
$3,708
$3,708
_
CAD file and table maintenance training
$7,415
$7,415
CAD dispatcher/calltaker training
$22,941
$22,941
_ _
CAD supervisor user supplementary training_
$1,390
$1,390
_
CAD browser training
$1,390
$1,390
General RMS administration training
$5,567
$5,562
Law RMS user training.
$19,465
$19,465
FAS_user training
$4,172
$4,172
MSS system administration training
$4,455
$4,455
Reformatter user training
$4,172
$4,172
GCT/GCP user training
$4,081
$4,081
_
CARS user training
$2,780
$2,780
F011ow-up training
not included
_ _
Preparation, documentation
.$1,209
$1,209
Subtotals
. $0
1 $82,740
$82,740
Other Technical and Professional Services
Geographic file conversion tools and services
$8,500
$24,085
$32,585
100%
License discount
($8,500)
($8,500)
Computer installation and configuration
$9,080
$9,080
_
Existing network integration services
not included
On -Site Hardware Staging
_
$25,662
$25,662
Workstation setup and software configuration
. $48,977
$48,977
Mobile software installation
not included
Tiburon will test and install
one mobile device and one LAN
workstation
Project management
$112,518
$112,518
-- "--
-- - - - - Subtotals
$0
1 $220,322
1 $220,322
License and Services Totals:$59,900 $553,154 $613,054
Computer Hardware, Network Equipment, Misc:
(Refer to following pages for details)
Hardware is not included in this
pricing. Tiburon will provide
hardware specificiations to the City.
Subtotals
$0
1 $0
$0
Third Party and OEM Software, Misc:
(Refer to following pages for details)
]Standard Third -party Software $-22,76711
$22,761 See Third Party section for details
Page 5 of 6 Pages .
SIA Exhibit 5
Pricing Summary
Exhibit 5
to the
System Implementation Agreement
Pricing Summary
Equipment and Technical
Qty Description Licenses Services Totals Comments
CAD mapping subsystems
$62,800
$26,500
$89,300
See Third Party section for details
Crystal Reports training
$4,550
$4,550
1
Set(s) standard reproducible documentation
included
Subtotals
$85,561
$31,050
$116,611
Total Hardware, OEM Software and Services:. $85,561
$31,050
$116,611
_...,�. ...._.._.__ _Systems Integration
Optional Warranty :.....i.
Performance Bond:.
M $25,700
$11,300
$25,700
not included .
._......._.........:.... .... .....
$11,300
Total Proiect Price v $145,461 1 $621 204 ' $766 665
--------------
. ..__._. .... ......... .... ............ ...............
. .-,__:-................. ......... Y........... _.` - __ .:,... ... ...... - .... .
0.00%. Tiburon Licensed Software Sales Tax included...
Equipment and Other Sales Tax:,not included
Total Project Price, including tax.: $145,461 $621,204 $766,665
Estimated Tiburon annual maintenance: �H$n
,731
Sates tax uded
- -Total $69,731
Estimated third party annual maintenance:
$10,200
Maintenance for CAD Status
Mapping
Sales tax
not included
Total
$10,200
040103
Exhibit 5
to the
System Implementation Agreement
Pricing Summary - Third Party Detail
Unit Total
Unit Discounted Extended Annual
Qty Description Price Discount Price Price Maint.
Comments
Third -party Software
2
Microsoft SQL Server Standard Edition 7.0 server
license
$5,520
$5,520
$11,040
0
Microsoft Windows user licenses (CAL)
$48
$48
not included
1
Help/Information file maintenance so_ftware_. '.
$360
$360
$360
_
2 .
PC -Anywhere (host license)
$125
$125
$250
2
Crystal Reports Pro (5 user license each).
$1,884
_
$1,884
$3,768
_ -
0
Crystal Reports Pro (concurrent run-time_)
$120
$120
not included
0
Microfocus runtime license
$0
_
$0
not included
$0
2
Microfocus development license
$3,450
$3,450
$6,900
0
Fax server software
$1,080
$1,080
not included
0
GMS map third -party software
$4,290
$4,290
not included
1
GCT map third -party software
$443
$443
$443
0
GPA ArcView and third -party software
$1,440
$1,440
not included
_
(standard manufacturers' warranties)
Subtotal
$22,761
$0
911 Mapping Subsystem
14
Total Status Map Licenses:
4
(qty 1-4)
$4,000
$4,000
$16,000
$2,720
10
(qty 5-25)
$2,700
12,700
$27,000
$4,590
0
(qty 26+)
$2,250
$2,250
$0
0
(qty 51+)
$1,600
$1,600
$0
1 `
CAD interface
$9,000
$9,000
$9,000
$1,530
1
Configuration, Installation and Training
$11,000
$11,000
$11,000
0
AVL Server Unit Location History
$9,600
$9,600
not included
0
Configuration, Installation and Training
$9,880
$9,880
not included
0
Total Mobile Map Licenses:
- ---
(qty 1-5)
$1,260
$1,260
$0
_0
0
(4fy
$720
$720
$0
0
(qty 26-50)
$480.
$480
$0
_
0
(qty 51+)
$400
$400
$0
0
MDS interface
$7,200
$7,200
not included
0
Configuration, Installation and Training
$11,250
$11,250
not included
H�
040103
Page 1 of 2 Pages
SIA Exhibit 5
Pricing Summary, Third Party Details
Exhibit 5
to the
System Implementation Agreement
Pricing Summary - Third Party Detail
Unit Total
Unit Discounted Extended Annual
Qty Description Price Discount Price Price Maint.
Comments
Map Data Server (MavEdit)
$8,000
$8,000
$1,360
1
_
Map Data Import and Verification Services
$9,500.
_
$9,500
_$8,000
$9,500
_
1
Management and Technical Services
$6,000—
$6,000
$6,000
Project maintenance and warranty
$2,800
Subtotal
$89,300
$10,200
Crystal Reports Training
1
Crystal Reports training (2-day class)
$4,550
$4,550
$4,550
0
Crystal Reports advanced training (1 add'tl.day)
$1.320
$1,320
not included
Subtotal -----
$4,550
$0
Documentation
1
Set standard reproducible Tiburon software and
administration documentation
included
__
0
Binders for above
not included
0
Additional documentation #1
not included
_
0
Additional documentation #2
not included
Subtotal —
$0
Totals $116,611 $10,200
SIA Exhibit 5
040103 Page 2 of 2 Pages Pricing Summary, Third Party Details
Resolution No. 2003-RO142
EXHIBIT 6
To
Tiburon System Implementation Agreement
TIBURON SOFTWARE LICENSE AGREEMENT
This Exhibit is attached to, incorporated into and forms part of the Tiburon System Implementation
Agreement, dated 20 , between the Client and Tiburon (herein referred to as the "Agreement").
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail.
Page 1 of 1
040103 LubbockFriburon System Implementation Agreement
Exhibit 6 — Software License Agreement
SOFTWARE LICENSE AGREEMENT
This Software License Agreement is made and entered into as of the day of
200_ (the "Effective Date"), by and between the City of Lubbock, Texas, with its principal place of
business at (the "Licensee"), and Tiburon, Inc., a
Virginia corporation, with its principal place of business at 39350 Civic Center Drive, Fremont, California,
94538 ("Tiburon").
RECITALS
WHEREAS, Tiburon has developed certain software applications that have been installed on the
Licensee's automated computer system and the Licensee desires to obtain a license and right to use
such software applications on such system in accordance with the terms, and subject to the conditions,
set forth below; and
WHEREAS, Tiburon has the right to sublicense certain software applications developed by third
parties that have been installed on the Licensee's automated computer system and the Licensee desires
to obtain a sublicense and right to use such third party software applications on such system in
accordance with the terms, and subject to the conditions, set forth below;
NOW THEREFORE, in consideration of the mutual covenants contained herein this Agreement,
the Licensee and Tiburon hereby agree as follows:
AGREEMENT
1. Definitions
The following definitions apply to the terms used within this Agreement:
1.1. "Agreement" shall mean this Software License Agreement and its exhibits, as the same
may from time to time be amended in accordance with the terms hereof.
1.2. "As -Built Specification Document" shall mean, with respect to any Licensed
Application, the document setting forth the specifications for such Licensed Application delivered upon
acceptance of the Licensed Application in accordance with the applicable implementation agreement, as
such specifications may thereafter be modified or supplemented from time to time to reflect
Enhancements subsequently provided by Tiburon.
1.3. "Authorized Server" shall mean, with respect to any Licensed Application, the server
identified as corresponding to such Licensed Application on Exhibit 1 attached hereto and incorporated
herein by this reference.
1.4. "Authorized Site" shall mean, with respect to any Authorized Server, the address and
room number identified as corresponding to such Authorized Server on Exhibit 1 attached hereto and
incorporated herein by this reference,
1.5. "Derivative Works" shall mean, with respect to any Licensed Application, any
translation, abridgement, revision, modification, or other form in which such Licensed Application may be
recast, transformed, modified, adapted or approved after acceptance of the As -Built Specifications for such
Licensed Application in accordance with the applicable implementation agreement,
1.6. "Documentation" shall mean any written, electronic, or recorded work that describes the
use, functions, features, or purpose of the System, or any component or subsystem thereof, and that is
published or provided to the Licensee by Tiburon, Tiburon's subcontractors or the original manufacturers
Page 1 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
or developers of third party products provided to the Licensee by Tiburon, including, without limitation, all
end user manuals, training manuals, guides, program listings, data models, flow charts, logic diagrams,
and other materials related to or for use with the System.
1.7. "Effective Date" is defined in the preamble hereof.
1.8. "Enhancement" shall mean, with respect to any Licensed Application, a computer
program modification or addition, other than a Maintenance Modification, that alters the functionality of, or
adds new functions to, such Licensed Application and that is integrated with such Licensed Application after
acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable
implementation agreement, or that is related to a given Licensed Application but offered separately by
Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with the
applicable implementation agreement.
1.9. "Error" shall mean, with respect to any Licensed Application, a defect in the Source Code
for such Licensed Application that prevents such Licensed Application from functioning in substantial
conformity with the As -Built Specifications with respect thereto.
1.10. "Licensed Application" shall mean each of the software applications set forth on Exhibit
1 attached hereto and incorporated herein by this reference, which software applications were developed
by Tiburon and furnished to the Licensee in conformity with the As -Built Specifications with respect
thereto, together with all Derivative Works, all Maintenance Modifications and all Documentation with
respect thereto; provided, however, that Licensed Applications shall consist of Object Code only and shall
not include any Enhancements.
1.11. "Licensee is defined in the preamble hereof
1.12. "Maintenance Modifications" shall mean, with respect to any Licensed Application, a
computer software change to correct an Error in, and integrated into, such Licensed Application, but that
does not alter the functionality of such Licensed Application and that is provided to the Licensee by Tiburon
after acceptance of the As -Built Specifications for such Licensed Application in accordance with the
applicable implementation agreement.
1.13. "Object Code" shall mean computer programs assembled or compiled in magnetic or
electronic binary form on software media, which are readable and usable by machines, but not generally
readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering.
1.14. "Source Code" shall mean computer programs written in higher -level programming
languages, sometimes accompanied by English language comments. Source Code is intelligible to trained
programmers and may be translated to Object Code for operation on computer equipment through the
process of compiling.
1.15. "Sublicensed Applications" shall mean the software application specified on Exhibit 1
attached hereto developed by any source external to Tiburon, such as a subcontractor, distributor, re -
seller, personal computer software supplier or system software supplier, and furnished to the Licensee by
Tiburon for integration into the System.
1.16. "System" shall mean the Licensee's computer automated system consisting of the
Licensed Applications combined with any of the Authorized Servers, the operating systems installed on
each of the Authorized Servers, any database or other third party software products installed on any of the
Authorized Servers, any PC or other workstation equipment having access to any of the Licensed
Applications, any communications interfaces installed on any of the Authorized Servers, any network
communications equipment and any other third party software, wiring, cabling and connections and other
hardware relating to any such Authorized Servers, workstation or network communications equipment
located at any of the Authorized Sites.
Page 2 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
1.17. "Tiburon" is defined in the preamble hereof.
1.18. "Tiburon Confidential Information" is defined in Section 6.1 hereof.
2. Licenses and Restrictions
2.1. Grant of Licenses. Subject to the conditions set forth in S ection 2.2 hereof, Tiburon
hereby grants to the Licensee, pursuant to the terms and conditions hereof, a perpetual, nonexclusive,
nontransferable license:
(a) to use each Licensed Application and each S ublicensed Application, in Object
Code only, on the Authorized Server with respect thereto and at the Authorized Sites with respect
thereto;
(b) to conduct internal training and testing on each Licensed Application and each
Sublicensed Application;
(c) to perform disaster recovery, backup, archive and restoration testing, and
implementation with respect to each Licensed Application and each Sublicensed Application;
(d) to make no more than two (2) archival copies of any Licensed Application or
Sublicensed Application, provided that each copy of any Licensed Application shall include
Tiburon's copyright and other proprietary notices and each copy of any Sublicensed Application
shall include the copyright and other proprietary notices required by the developer of such
Sublicensed Application.
2.2. Conditions to Grant of Licenses. No grant of any license or right pursuant to Section
2.1 hereof with respect to any Licensed Application or any Sublicensed Application shall be effective, and
the Licensee shall have no license or right to use such Licensed Application or such Sublicensed
Application, until such Licensed Application or such Sublicensed Application has been accepted by the
Licensee in accordance with the acceptance terms set forth in the applicable implementation agreement
and all license fees, sublicense fees or royalties with respect to such Licensed Application. or such
Sublicensed Application have b een paid in f ull in accordance with t he p ayment t erms s et f orth i n t he
applicable implementation agreement.
2.3. Restrictions on Use
(a) The Licensee agrees to use the Licensed Applications and the Sublicensed
Applications only for the Licensee's own use. The Licensee shall not allow use of any Licensed
Application or any Sublicensed Application by any parent, subsidiaries, affiliated entities, or other
third parties, or allow any Licensed Application or any Sublicensed Application to be used on
other than on the Authorized Server at the Authorized Site with respect thereto.
(b) Except as otherwise specifically set forth in Section 2.1 hereof, the Licensee shall
have no right to copy any Licensed Application or any Sublicensed Application. Any copy of any
Licensed Application (whether or not such copy is permitted) shall be the exclusive property of
Tiburon. Any copy of any Sublicensed Application (whether or not such copy is permitted) shall
be the exclusive property of the developer of such Sublicensed Application. The Licensee shall
not distribute or allow distribution of any Licensed Application or any Sublicensed Application or
any Documentation or other materials relating thereto without Tiburon's prior written consent.
(c) The Licensee's licenses and rights to use the Licensed Applications and the
Sublicensed Applications is limited to a license and right to use only the Object Code relating
thereto. The Licensee shall have no license or right with respect to the Source Code for any
Licensed Application or any Sublicensed Application.
Page 3 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
(d) The Licensee shall not, and shall not permit any other party to, make any
alteration, modification or enhancement to any Licensed Application or any Sublicensed Application
unless, and only to the extent, specifically authorized by Tiburon. The Licensee shall not, and shall
not permit any other party to, disassemble, de -compile or reverse -engineer any Licensed
Application or any Sublicensed Application.
(e) The Licensee shall not use any Licensed Application or any Sublicensed
Application, and shall not permit any third party to use any Licensed Application or any Sublicensed
Application, for processing data of any entity other than the Licensee.
3. Ownership. Except for the rights expressly granted therein pursuant to Section 2 hereof, Tiburon
shall at all times retain all right, title and interest in. and to each Licensed Application and all copies
thereof (whether or not permitted), including all Derivative Works, Maintenance Modifications,
Enhancements and Documentation with respect thereto (whether or not developed by Tiburon). By this
Agreement, the Licensee hereby assigns to Tiburon any and all rights it may have or later acquire to any
and all Derivative Works (whether or not developed by Tiburon).
4. Term and Termination
4.1. Effective Date. This Agreement shall take effect on the Effective Date after (i) it has
been fully executed by duly authorized representatives of both parties, and (ii) Tiburon's receipt of written
notification from the Licensee that any certification or approval of this Agreement required by statute,
ordinance, or established policy of the Licensee has been obtained.
4.2. Term. This Agreement shall continue in effect until terminated asset forth under Section
4.3 hereof.
4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days
prior written notice to Tiburon of its intent to do so. Tiburon may terminate this Agreement immediately if
the Licensee breaches any material provision of this Agreement.
4.4. Effect of Termination. Upon termination of this Agreement, all licenses granted to the
Licensee hereunder shall be revoked. Upon termination of this Agreement, (a) the Licensee shall return to
Tiburon, within ten (10) business days of such termination, all Tiburon Confidential Information and all
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment other documents or property relating thereto and all copies of
any of the foregoing (in whatever medium recorded); (b) the Licensee shall discontinue all use of the
Licensed Applications and the Sublicensed Applications; and (c) the Licensee shall certify in a written
document signed by an authorized representative that the material specified in the preceding clause (a) has
been returned to Tiburon, that all copies of the Licensed Applications and the Sublicensed Applications have
been permanently deleted or destroyed, and that all use of the Licensed Applications and the Sublicensed
Applications has been discontinued. The expiration or termination of this Agreement will not relieve the
Licensee of its obligations under Section 6 hereof regarding Tiburon Confidential Information.
5. Limited Warranties and Liability
5.1. Warranty. THE LICENSED APPLICATIONS ARE LICENSED "AS IS". NO EXPRESS
OR IMPLIED WARRANTIES FOR THE LICENSED APPLICATIONS, INCLUDING THE WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS
SOFTWARE LICENSE AGREEMENT.
5.2. Limitation of Liability. NEITHER TIBURON NOR ANY PERSON ASSOCIATED WITH
TIBURON SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS
Page 4 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
AGREEMENT, EVEN IF TIBURON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS
RESULTING FROM THE OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMS.
THIS CLAUSE SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY OR ANY OTHER PROVISION OF THIS AGREEMENT.
6. Confidential Information
6.1. Tiburon Confidential Information. The Licensee agrees to maintain the confidentiality
of any Tiburon Confidential Information (as defined below) and to treat such information with the same
degree of care and security as it treats its own most confidential information. The Licensee shall not,
without Tiburon's prior written consent, disclose such information to any person or entity other than to the
Licensee's employees or consultants legally bound to abide by the terms hereof and having a need to
know such information, or sell, license, publish, display, distribute or otherwise use such information
except as authorized by this Agreement. The term "Tiburon Confidential Information" shall include all
Licensed Applications and any other Tiburon software applications (whether or not licensed to the
Licensee) and all Derivative Works, Enhancements, Maintenance Modifications and Documentation with
respect thereto as well as any written information of a confidential nature clearly labeled by Tiburon as
being confidential or otherwise indicated by Tiburon in writing as being confidential. The Licensee
understands and agrees that Tiburon Confidential Information constitutes a valuable business asset of
Tiburon, the unauthorized use or disclosure of which may irreparably damage Tiburon. In the event of the
Licensee's breach or threatened breach of any of the provisions in this Agreement, Tiburon shall be
entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Licensee
from any unauthorized use or disclosure of any Tiburon Confidential Information.
6.2. Exclusions. Notwithstanding Section 6.1 hereof, Tiburon Confidential Information shall
not include information which the Licensee can demonstrate by competent written proof (a) is now, or
hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or
available or otherwise part of the public domain; (b) is rightfully known by the Licensee without restriction
on use prior to its first receipt of such information from Tiburon as evidenced by its records; (c) is
hereafter furnished to the Licensee by a third party authorized to furnish the information to the Licensee,
as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by
Tiburon to disclose.
6.3. Exceptions. Notwithstanding Section 6.1 hereof, disclosure of Tiburon Confidential
Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental
body of the United States or any political subdivision thereof; provided, however, that the
Licensee shall first have given notice to Tiburon and shall have made a reasonable effort to
obtain a protective order requiring that the information to be disclosed be used only for the
purposes for which the order was issued;
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary for such purpose; or
(c) the Licensee received the prior written consent to such disclosure from Tiburon,
but only to the extent permitted in such consent.
6.4.. Texas Public Information Act. Tiburon acknowledges that Client is subject to requests for
information under the Texas Public information Act and that Client may received requests for information
about this Agreement, other agreements existing between the parties (if any), software and other
materials furnished by Tiburon to Client. In the event of a request for information related to Tiburon or its
software or services, the Client shall notify Tiburon in writing of such request and refer such request to the
City Attorney. Tiburon will also consult with the Attorney General and will present its position in writing
Page 5 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
thereto. In the event that the City Attorney is notified by the Attorney General that the requested
information is public in his or her opinion, it shall be required to release such information subject to any
order of any court of competent jurisdiction precluding such release.
6.5. Survival. Unless mutually agreed otherwise i n writing, the obligations hereunder with
respect to each item of Tiburon Confidential Information shall survive the termination or expiration of this
Agreement.
7. Miscellaneous
7.1. Relationship. The relationship created hereby is that of Licensor and Licensee. Nothing
herein shall be construed to create a partnership, joint venture, or agency relationship between the parties
hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other
and shall have no power or authority to bind or obligate the other in any manner to any third party. The
employees or agents of one party shall not be deemed or construed to be the employees or agents of the
other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf
and is not acting as an agent for or on behalf of any third party.
7.2. No Rights in Third Parties. This Agreement is entered into for the sole benefit, of the
Tiburon and the Licensee and, where permitted above, their permitted successors, executors,
representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any
benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without
limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to
maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with
this Agreement.
7.3. Entire Agreement. This Agreement sets forth the final, complete and exclusive
agreement and understanding between Tiburon and the Licensee relating to the subject matter hereof
and supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants,
and all other communications between the parties (oral or w ritten) relating to the subject matter h ereof.
Tiburon shall not be bound by any terms or conditions contained in any purchase order or other form
provided by the Licensee in connection with this Agreement and any such terms and conditions shall
have force or effect. No affirmation, representation or warranty relating to the subject matter hereof by
any employee, agent or other representative of Tiburon shall bind Tiburon or be enforceable by the
Licensee unless specifically set forth in this Agreement.
7.4. Amendments. No amendment or other modification of this Agreement shall be valid
unless pursuant to a written instrument referencing this Agreement signed by duly authorized
representatives of each of the parties hereto.
7.5. Assignment. Neither party hereto may assign its rights or obligations under this
Agreement without the prior written consent of the other party, which consent shall not be unreasonably
withheld; provided, however, that Tiburon may assign this Agreement to its successor in connection with a
sale of its business without obtaining consent of any party. Subject to the foregoing, each and every
covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the
benefit of the parties' permitted successors, executors, representatives, administrators and assigns. Any
assignment attempted in contravention of this section will be void.
7.6. Governing Law. All questions concerning the validity, operation, interpretation,
construction and enforcement of any terms, covenants or conditions of this Agreement shall in all respects
be governed by and determined in accordance with the laws of the State of Texas without giving effect to
the choice of law principles thereof. The United Nations Convention on the International Sale of Goods
shall not apply to any transactions contemplated by this Agreement.
Page 6 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
7.7. Venue. All I egal proceedings brought in connection with this Agreement may only be
brought in a state or federal court located in the State of Texas. Each party hereby agrees to submit to
the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in
connection with this Agreement.
7.8. Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must
be in writing and must be signed by an authorized representative of the party against whom enforcement of
such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply
no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder
be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No
waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or
circumstances other than the facts and circumstances specifically addressed by such waiver or to any
future events, even if such future events involve facts and circumstances substantially similar to those
specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall
constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless
otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to
any other third party, to enforce strict adherence to all terms of this Agreement.
7.9. Severability. If any provision of this Agreement shall for any reason be held to be invalid,
illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction
over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent
permitted, such provision shall remain in. effect to the greatest extent permitted and the remaining provisions
of this Agreement shall remain in full force and effect.
7.10. Survival of Provisions. All provisions of this Agreement that by their nature would
reasonably be expected to continue after the termination of this Agreement, including but not limited to
Section 6.1, will survive the termination of this Agreement.
7.11. Notices. All notices, requests, demands, or other communications required or permitted
to be given hereunder must be in writing and must be addressed to the parties at their respective
addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b)
sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business
day after being deposited with a reputable overnight air courier service; or (d) three (3) business days
after being deposited with the United States Postal Service, for delivery by certified or registered mail,
postage pre -paid and return receipt requested. All notices and other communications regarding default or
termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre -paid and.
return receipt requested. Either party may from time to time change the notice address set forth below by
delivering notice to the other party in accordance with this section setting forth the new address and the date
on which it will become effective.
To Tiburon:
Attn: Contract Administrator
Tiburon, Inc.
39350 Civic Center Dr.
Fremont, CA 94538
Phone: 510-792-2108
Fax: 510-742-1057
To Licensee:
[NAME .OF LICENSEE]
[ATTENTION]
[STREET ADDRESS]
[CITY, STATE, ZIP]
Phone:
Fax:
7.12. Construction. The paragraph and section headings used in this Agreement or in any
exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or
describe the scope, content or intent of this Agreement. Any term referencing time, days or period for
performance shall be deemed calendar days and not business days, unless otherwise expressly provided
herein.
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Software License Agreement
7.13. Counterparts. This Agreement may be signed in two or more counterparts, each of
which shall constitute an original, and all of which together shall constitute one and the same document..
7.14. Additional Jurisdictions. The Client may add other governmental jurisdictions to its
Tiburon applications. Such agencies must be identified and additional maintenance costs will be broken
out in the City's maintenance contract.
7.15. Non -Hiring of Employees. A bsent t he p rior w ritten consent of the other party in each
instance, neither party or any of its related or affiliated persons or organizations, will solicit for hire, offer
to hire, hire or in any way employ, engage the services of or otherwise compensate any person who, in
the preceding twelve (12) month period, was employed by the other party or its related or affiliated
persons or organizations, until a period beginning twelve (12) months after such person's employment
with the other party terminated.
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040103 System Implementation Agreement — Exhibit 6
Software License Agreement
CITY OF LUBBOCK
Marc McDougal, Mayor
ATTEST:
SIGNATURE PAGE
TIBURON, INC.
Robert Brown
Sr. Vice President and COO
Rebecca Garza, City Secretary Randolph J. Brine
Contracts Manager
APPROVED AS TO CONTENT
Claude Jones, Police Chief
APPROVED AS TO FORM:
Linda Chamales, Supervising Attorney
Office Practice Section
Page 9 of 9
040103 System Implementation Agreement — Exhibit 6
Software License Agreement
EXHIBIT 1
To
Tiburon Software License Agreement
LICENSED APPLICATIONS AND AUTHORIZED ENVIRONMENTS
This Exhibit is attached to, incorporated into and forms part of the Tiburon Software License Agreement,
dated , 20_, between the Licensee and Tiburon (herein referred to as the "Agreement").
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail.
LICENSED APPLICATIONS
The following software applications constitute Licensed Applications under the Agreement. The server
and site locations corresponding to each Licensed Application shall constitute the Authorized Server and
Authorized Site with respect to such Licensed Application for purposes of the Agreement.
Name of Make, Model, Serial Number of Address and Room Number of Authorized Site
Application Authorized Server of Authorized Server
SUBLICENSED APPLICATIONS
The following software applications constitute Sublicensed Applications under the Agreement. The
server and site locations corresponding to each Sublicensed Application shall constitute the Authorized
Server and Authorized Site with respect to such Sublicensed Application for purposes of the Agreement.
Name of Make, Model, Serial Number of Address and Room Number of Authorized Site
Application Authorized Server of Authorized Server
Page 1 of 1
040103 System Implementation Agreement — Exhibit 6
Software License Agreement Exhibit 1
Resolution No. 2003-RO142
EXHIBIT 7
To
Tiburon, System Implementation Agreement
TIBURON MASTER SUPPORT AGREEMENT
This Exhibit is attached to, incorporated into and forms part of the Tiburon System Implementation
Agreement, dated , 20_, between the Client and Tiburon (herein referred to as the "Agreement').
Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined
herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the
Agreement, the terms and conditions set forth in the Agreement shall prevail.
040103
Page 1 of 1
Lubbock/Tiburon System Implementation Agreement
Exhibit 7 — Master Support Agreement
MASTER SUPPORT AGREEMENT
This Master Support Agreement (this "Agreement") is entered into this day of , 200_ (the
"Effective Date"), by and between (the "Client") and Tiburon, Inc.,
a Virginia corporation having its primary place of business at 39350 Civic Center Drive, Fremont, California
94538 ("Tiburon").
WHEREAS, the Client has determined that it desires to obtain from Tiburon certain support services relating
to a computer automated system previously developed and implemented by Tiburon for the Client; and
WHEREAS, Tiburon is qualified to provide the support, services specified in this Agreement and, subject to
the terms and conditions set forth in this Agreement, Tiburon desires to provide such support services;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon
hereby agree as follows:
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference, unless otherwise defined herein.
2. Scope of Work
2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, Tiburon
shall provide the following support for the Covered Applications ("Basic Support").
(a) Application Errors. Tiburon will correct any Error in any of the Covered
Applications discovered by the Client during the term of this Agreement, provided (a) the Client
provides all information regarding such Error that may be requested by Tiburon in accordance with
Section 5.1 hereof [Technical Service Requests], (b) such Error is reproduced by the Client in
accordance with Section 5.4 hereof [Error Reproduction], and (c) the Client has provided Tiburon with
remote access to the System as required under Section 5.2 hereof [Remote Access].
(b) Customer Support Center. Tiburon will provide toll -free telephone support for
routine operational and technical assistance. Support for Priority One Calls relating to Tiburon's
Computer Aided Dispatching (CAD) software application, Correctional Management Systems (CMS)
software application and Message Switch System (MSS) software application shall be available
twenty four hours a day, seven days a week. Support for all other calls will be available d uring
Tiburon's normal support hours of 8:00 a.m. to 5:30 p.m. local time (not including weekends and
Tiburon holidays). Tiburon reserves the right to charge reasonable call -out fees for any call received
other than during Tiburon's normal support hours.
(c) Account Manager. Tiburon will designate, in a written notice delivered in accordance
with S ection 2 4 h ereof [ Notices], a s ingle individual to act as the account manager for purposes of
coordinating technical support as set forth herein (the "Account Manager"). The Account Manager shall
ensure Tiburon's compliance with, and shall coordinate appropriate schedules in connection with, its
obligations set forth herein. Tiburon may change the individual designated hereunder by providing the
Client with advance written notice delivered in accordance with Section 24 hereof [Notices] designating
the new individual authorized to act as the Account Manager.
(d) Status Reports. Tiburon will provide the Client with a monthly status report (a
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040103 System Implementation Agreement— Exhibit 7
Master Support Agreement
"Monthly Status Report"). Each Monthly Status Report will include a summary of site activity and a
summary of requests by the Client for technical services delivered in accordance with Section 5.1
hereof [Technical Service Requests]. Each Monthly Status Report will be delivered to the Client in
accordance with the notice provisions set forth in Section 24 hereof [Notices].
(e) Back -Ups. Subject to the Client's obligations under Section 5.5 hereof
[Maintenance and Back -Ups], Tiburon will (a) provide and maintain automated back-up scripts, (b)
review on a monthly basis back-up logs to insure required back-ups are being successfully
completed; and (c) s ubject to the C lient's o bligations u rider S ection 5.5 h ereof [ Maintenance a nd
Back -Ups], test the back-up procedure on a monthly basis by mounting back-up tapes of a specific
date for examination.
(f) Interface Updates. Tiburon will provide updates to the National Crime Information
Center interface and related Documentation, including all existing screen formats developed and
currently supported by Tiburon, for all legal requirements or modifications mandated by the National
Crime Information Center, when such requirements or modifications require a modification to the
Source Code relating to any Covered Application and are necessary for the proper performance of
the Covered Applications. Changes mandated or offered by any state, county, city or municipal
governmental entity as well as changes to the National Crime Information Center protocols are
outside the scope of this section.
(g) Operations Review. Tiburon will be available to visit the Client's facilities at least
annually to meet with management, operations and other Client personnel to conduct an operations
review of the Covered Applications and the System and an analysis of the Client's automation
requirements. A report will be produced to include observations and recommendations regarding the
Client's use of the Covered Applications and the System. Tiburon will work with the Client to
document this review in the form of a multi -year automation plan.
2.2. Additional Support Options. In addition to Basic Support, the Client may purchase
additional support options, such as Advanced Database Support, Advanced System Support, Advanced
Network Support and other services that may, from time to time, be offered by Tiburon (each, an "Additional
Support Option"). The Client may request information regarding the Additional S upport O ptions currently
available from the Tiburon Account Manager. The terms and conditions for each Additional Support Option
shall be set forth in a separate exhibit which, upon payment of the required annual fee for such Additional
Support Option, shall automatically become part of this Agreement and shall be subject to the terms hereof.
The Client may discontinue any Additional Support Option by providing Tiburon at least ninety (90) days prior
written notice identifying the Additional Support Option to be discontinued; provided, however, that such
discontinuance shall not be effective until the next occurring Payment Date.
2.3. Enhancements. From time to time, the Client may requestTiburon to provide under this
Agreement services and materials to furnish, install and implement an Enhancement. The installation and
implementation of such Enhancement shall be provided, at Tiburon's option, on a fixed -quote basis with
payment milestones or on a time and material basis at Tiburon's then current technical service rates plus all
related travel, per diem and other expenses invoiced as incurred. No Enhancement shall be provided under
this Agreement unless (a) this Agreement is amended as necessary or appropriate to include the
Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this
Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms hereof; (c)
the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement
Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this Agreement shall be
amended to include the Enhancement as a Covered Application subject to the Client's payment of any
necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that,
upon final acceptance of such Enhancement, the Software License Agreement shall be amended as
necessary or appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to
payment in full of all amounts due under the Enhancement Terms.
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040103 System Implementation Agreement — Exhibit 7
Master Support Agreement
2.4. Out of Scope Services. From time to time, the Client may request Tiburon to provide under
this Agreement certain Out of Scope Services. Tiburon shall be under no firm obligation to perform any Out
of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that
it is capable of doing so without substantially interfering with its other obligations under this Agreement or with
its obligations to its other customers. Any Out of Scope Services shall be provided, at Tiburon's option, on a
fixed -quote basis with payment milestones or on a time and material basis at Tiburon's then current technical
service rates plus all related travel, per diem and other expenses invoiced as incurred.
2.5. Additional Jurisdictions. The Client may add other governmental jurisdictions to its Tiburon
applications. Such agencies must be identified and additional maintenance costs will be broken out in the
City's maintenance contract:
3. Term
The term of this Agreement shall commence on the Effective Date and shall continue in effect until
terminated in accordance with its terms.
4. Fees and Payment
4.1. Annual Support Fees
(a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the
Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto
and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of
any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date
during the term of this Agreement.
(b) Additional Support Options. The Client shall pay an annual fee for any requested
Additional Support Options. The amount of such annual fee shall be set forth on the exhibit
pertaining to such Additional Support Option and shall be paid on or prior to the commencement of
any services relating to such Additional Support Option and, thereafter, on each Payment Date during
the term of this Agreement unless such Additional Support Option has been discontinued in
accordance with Section 2.2 hereof [Additional Support Options].
4.2. Annual Adjustments. The .fees payable pursuant to Section 4.1 hereof [Annual Support
Fees] will be increased on an annual basis by no more than five percent (5%) upon .at least thirty (30) days
prior written notice to the Client. Any such increase shall become effective on the next occurring Payment
Date.
4.3. Invoices. Invoices for the annual fees required pursuant to Section 4.1 hereof [Annual
Support Fees] shall be payable on or prior to each Payment Date during the term of this Agreement. The
costs for running additional jurisdictions will be broken out in the invoice. All other invoices issued hereunder
shall be payable within thirty (30) days of receipt unless otherwise specifically provided therein.
4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such
amount is due shall constitute a material default under this Agreement and could result in the termination of
this Agreement or all or part .of the Basic Support or any Additional Support Option. The Client shall
reimburse Tiburon for all collection fees, including reasonable attorneys' fees and expenses, incurred by
Tiburon in connection with the collection of any amount owing hereunder. Tiburon reserves the right to
charge the Client an administrative fee to reinstate any part of its support that has lapsed due to nonpayment.
The administrative fee shall equal ten percent (10%) of the then -current annual support fee for the lapsed
Page 3 of 15
040103 System Implementation Agreement — Exhibit 7
Master Support Agreement
support.
5. Client Responsibilities
5.1. Technical Service Requests. The Client shall provide all information requested by
Tiburon n ecessary t o c omplete i is T echnical S ervice R equest F orm f or e ach r equest f or t echnical services,
whether under this Agreement or otherwise.
5.2. Remote Access. The Client shall install and monitor during the term of this
Agreement [a dedicated point-to-point "TV data connection] [a dial -up modem, telephone termination,
communication ports] and any other networking equipment specified by Tiburon to provide Tiburon remote
access to the System. Tiburon shall not be responsible for any costs relating to the installation, maintenance
and use of such equipment and all associated telephone use charges. Tiburon shall use the data connection
solely in connection with the provision of its services hereunder. The Client run appropriate tests following each
remote access as requested by Tiburon. If the Client fails to run necessary tests as required in this Section 5.2,
Tiburon will provide such services and will charge the Client for such services at Tiburon's then current technical
service rates plus all related travel, per diem and other expenses.
5.3. Physical Access. The Client shall provide Tiburon with physical access to the System
at any time during normal business hours. After normal business hours, the Client shall ensure that one of the
Technical Support Coordinators designated under Section 5.11 hereof [Technical Support Coordinators] can be
reached by phone or pager to (a) provide physical access to the System within two (2) hours of Tiburon's
request f or such access, and (b) remain on -site until Tiburon determines that there is no longer a need for
physical access.
5.4. Error Reproduction. Upon detection of any Error in any of the Covered Applications,
the Client shall provide Tiburon a listing of output and any other data, including databases and, back-up systems,
that Tiburon may reasonably request in order to reproduce operating conditions similar to those present when
the Error occurred.
5.5. Maintenance and Back -Ups. The Client shall ensure that maintenance and back-up
activities relating to the Covered Applications and the System, including without limitation backing up databases
and journal logs, purging out of date records and running reports and performing diagnostics as requested by
Tiburon, are carried out in accordance with the schedule- and methodology specified on Exhibit 6 attached
hereto and incorporated herein by this reference.
5.6. Data Input. The Client shall update and maintain the input data as may be required
by Tiburon for satisfactory operation of the Covered Applications, and be responsible for_ the accuracy of all
Client -provided data.
5.7. Third -Party Product Support. The Client shall obtain. and maintain in effect during
the term of this Agreement the technical support contracts for certain Third -Party Products as specified on
Exhibit 4 attached hereto and incorporated herein by this reference, and shall ensure that, in addition to
authorizing the Client to request support services there under, each such support contract also expressly
authorizes Tiburon to request support services there under on the Client's behalf.
5.8. System Security. The Client shall ensure that the security of the System conforms in
all respects to the state -mandated law enforcement telecommunications requirements. The Client shall ensure
that no workstations have access to the Covered Applications other than those licensed by Tiburon to access
the Covered Applications and that such access is limited to only those TCP/IP service ports identified by Tiburon
required to support such workstations.
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040103 System Implementation Agreement— Exhibit 7
Master Support Agreement
5.9. System Modifications. The Client shall ensure that, with respect to each Covered
Application, such Covered Application is installed only on the Authorized Server and only at the Authorized Site.
The Client shall ensure that each Authorized Site conforms in all respects to the Site Specifications set forth on
Exhibit 5 attached hereto and incorporated herein by this reference (the "Site Specifications"). The Client shall
ensure that no changes or other alterations or modifications are made to the System Configuration without the
express prior written consent of Tiburon; provided, however, that this requirement is not intended to constitute in
any manner Tiburon's approval, certification, endorsement or warranty of the System Configuration.
5.10. Authorized Client Representative. The Client shall designate, in a written notice
delivered in accordance with Section 24 hereof [Notices], a single individual to act as the Client's authorized
representative for purposes of this Agreement (the "Client Representative"). Such individual (a) must be
authorized to act on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the
Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules
in connection with Tiburon's services under this Agreement. The Client may change the individual designated
hereunder by providing Tiburon advance written notice delivered in accordance with Section 24 hereof [Notices]
designating the new individual authorized to act as the Client Representative.
5.11. Technical Support Coordinators. The Client shall designate, in a written notice
delivered in accordance with Section 24 hereof [Notices], one or more individuals to act as the Client's technical
support coordinator (a "Technical Support Coordinator'). The Client shall ensure that each Technical Support
Coordinator designated hereunder shall have received the training required under Section 512 hereof [Training]
and shall otherwise be familiar with the Covered Applications and the System. The Client shall ensure that, at all
times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle
operational problems, where appropriate; (b) to provide access to. the System as required under Section 5.3
hereof [Physical Access]; (c) to provide on -site technical assistance as required by Tiburon to aid Tiburon in
performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder and, if
required, provide Tiburon with required direction regarding recommended preventative maintenance activities.
The Client may change any individual designated hereunder by providing Tiburon with advance written notice
delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as a
Technical Support Coordinator.
5.12. Training. The Client shall ensure that all Technical Support Coordinators and other
personnel have received the training specified o n E xhibit 3 a ttached h ereto a nd i ncorporated h erein b y t his
reference and otherwise maintain. sufficient personnel with sufficient training and experience to perform its
obligations under this Agreement.
5.13. Operations Review. The Client shall meet with Tiburon as may be reasonably
requested to discuss operational issues and the status of the Covered Applications and the other components of
the System, and as required to provide timely responses to issues identified by Tiburon related to maintenance
of the Covered Applications or the other components of the System. The Client shall ensure that key personnel
designated by Tiburon participate in the operations review process.
Exclusions
6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly
conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client
Responsibilities] and in the Software License Agreement. Any Additional Support Option provided hereunder is
expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client
Responsibilities], in the Software License Agreement and in the exhibit pertaining to such Additional Support
Option.
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040103 System Implementation Agreement — Exhibit 7
Master Support Agreement
6.2. Erroneous Reported Problems. If Tiburon performs diagnosis of erroneously
reported problems, the Client will be charged for such services at Tiburon's then current technical service
rates plus all related travel, per diem and other expenses invoiced as incurred.
6.3. Failure o f Remote Access. If the Client fails for any reason to provide remote
access to the System as required by Section 5.2 hereof [Remote Access], Tiburon will, at the Client's request,
provide on -site services to correct an Error to the extent otherwise required hereunder and will charge the
Client for such services at Tiburon's then current technical service rates plus all related. travel, per diem and
other expenses invoiced as incurred.
6.4. Unauthorized Modifications. Tiburon is under no obligation to correct any Error in
any of the Covered Applications if the Error is due to a modification or alteration to such Covered Application
in violation of the terms of the Software License Agreement or relates to any portion of such Covered
Application that has been affected by software not developed and installed by Tiburon. Tiburon is under no
obligation to correct any problems caused by any modification or alteration to any component of the System
or to the System Configuration in violation of the terms of this Agreement or caused by software or hardware
not developed and installed by Tiburon. If requested by the Client, Tiburon will provide technical support
services to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the
Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and
other expenses invoiced as incurred.
6.5. Unauthorized Use. Tiburon is under no obligation to correct any Error in any of the
Covered Applications or any problems with any other component of the System if such Error or other problem
is caused by (a) accident, neglect, misuse or abuse on the part of any party other than Tiburon; (b) is due to
exposure to conditions outside the range of the environmental, power and operating specifications provided
by Tiburon in the Site Specifications delivered pursuant to Section 5.9 hereof [System Modifications]; or (c)
use of any of the Covered Applications or any other component of the System for any purpose other than that
for which it was originally acquired. If requested by the Client, Tiburon will provide technical support services
to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the Client for
such services a It T iburon's It hen c urrent technical s ervice rates p [us a II r elated t ravel, p er d iem a nd other
expenses invoiced as incurred.
6.6. Third -Party Products. Tiburon shall have no responsibility for correcting or
resolving any errors, defects or failures in any Third -Party Products. Tiburon's only obligation with respect to
such Third -Party Products is to assist with the coordination of support services with the appropriate third -party
vendor to the extent such support services are available to the Client.
6.7. Third -Party Product Compatibility. Tiburon shall have no responsibility for any
Third -Party Product provided and installed on or integrated into the System by any other party without
Tiburon's prior written authorization, including but not limited to responsibility for the installation and
integration of any such Third -Party Products, the condition, operation and performance of any such Third -
Party Products, the compatibility of any such Third -Party Products with the Covered Applications, and any
impact any such Third -Party Products have on the overall operation or performance of any of the Covered
Applications or any other component of the System. If requested by the Client, Tiburon will provide technical
support services pursuant to Section 2.4 hereof [Out of Scope Services] to resolve any operation or
performance problems relating to any of the Covered Applications or any other component of the System
caused by any such Third -Party Products or to assist with the integration of any such Third -Party Products
with or into any of the Covered Applications or any other component of the System. Tiburon will charge the
Client for any such services at Tiburon's then current technical service rates plus all related travel, per diem
and other expenses invoiced as incurred.
6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN,
TIBURON DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS
OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
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Master Support Agreement
LIMITATION, ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY,
SATISFACTORY QUALITY, TITLE, NON -INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR
PURPOSE.
6.9. Non -Hiring of Employees. Absent the prior written consent of the other party in each
instance, neither party or any of its related or affiliated persons or organizations, will solicit for hire, offer to
hire, hire or in any way employ, engage the services of or otherwise compensate any person who, in the
preceding twelve (12) month period, was employed by the other party or its related or affiliated persons or
organizations, u ntil a period beginning twelve (12) months after such person's employment with the other
party terminated.
7. Protection of Confidential and Proprietary Information
7.1. All Client Confidential Information shall be held in strict confidence by Tiburon, and
Tiburon shall not, without the Client's prior written consent, disclose such information to any person or entity
other than to Tiburon's employees or consultants legally bound to abide by the terms hereof and having a
need to know such information in connection with Tiburon's performance of the services hereunder, or use
such information other than in connection with the performance of the services hereunder. The term "Client
Confidential Information" shall include all Client data and other written information of a confidential nature
clearly labeled by the Client as being confidential. Tiburon understands and agrees that the unauthorized use
or disclosure of Client Confidential Information may irreparably damage the Client. In the event of Tiburon's
breach or threatened breach of any of the provisions in this. Section 7.1, the Client shall be entitled to an
injunction obtained from any court having appropriate jurisdiction restraining Tiburon from any unauthorized
use or disclosure of any Client Confidential Information.
7.2. All Tiburon Confidential Information shall be held in strict confidence by the Client,
and the Client shall not, without Tiburon's prior written consent, disclose such information to any person or
entity other than to the Client's employees or consultants legally bound to abide by th terms hereof and
having a need to know such information in connection with the Client's performanc of its obligations
hereunder, or use such information other than in connection with the performanc of its obligations
hereunder. The term "Tiburon Confidential Information" shall include the Covered Appli tions and all other
Tiburon software applications, whether or not licensed to the Client, as well as any written information
disclosed by Tiburon to the Client under this Agreement, including, but not limited to,, any trade secrets,
confidential knowledge, data, information relating to Tiburon products, processes, to,,
designs,
formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new
products, marketing and selling, business plans, budgets and unpublished financial statements, licenses,
prices and costs, suppliers and customers, information obtained through contact with Ti uron's customers,
proprietary information of Tiburon's customers, and information regarding the skills and compensation of
Tiburon's employees or other consultants. The Client understands and agrees that the tburon Confidential
Information constitutes a valuable business asset of Tiburon, the unauthorized use or isclosure of which
may i rreparably d amage T iburon. I n t he a vent o f t he C lient's b reach o r t hreatened b r ach of any of the
provisions in this Section 7.2, Tiburon shall be entitled to an injunction obtained fro any court having
appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon
Confidential Information.
7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential
Information nor Tiburon Confidential Information shall include information which the recipient can
demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on
the part of the recipient, generally known or available or otherwise part of the public do ain; (b) is rightfully
known by the recipient without restriction on use prior to its first receipt of such information from the
disclosing party as evidenced by its records; (c) is hereafter furnished to the recipie t by a third party
authorized to furnish the information to the recipient, as a matter of right and without restri tion on disclosure;
or (d) is the subject of a written permission by the disclosing party to disclose.
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System Implementation Agreement— Exhibit 7
Mas er Support Agreement
7.4. Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof,
disclosure of Client Confidential Information or Tiburon Confidential Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof; provided, however, that the recipient
of such confidential information shall first have given notice to the other party and shall have
made a reasonable effort to obtain a p rotective o rder r equiring t hat t he i information to b e
disclosed be used only for the purposes for which the order was issued;
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary; or
(c) the recipient of such confidential information received the prior written consent to such
disclosure from the disclosing party, but only to the extent permitted in such consent.
7.5. Tiburon acknowledges that Client is .subject to requests for information u rider the
Texas Public Information Act and that Client may received requests for information about this Agreement,
other agreements existing between the parties (if any), software and other materials furnished by Tiburon to
Client. In the event of a request for information related to Tiburon or its software or services, the Client shall
notify Tiburon in writing of such request and refer such request to the City Attorney. Tiburon will also consult
with the Attorney General and will present its position in writing thereto. In the event that the City Attorney is
notified by the Attorney General that the requested information is public in his or her opinion, it shall be
required to release such information subject to any order of any court of competent jurisdiction precluding
such release.
7.6. The obligations hereunder with respect to each item of Client Confidential Information
and Tiburon Confidential Information shall survive the termination of this Agreement.
8. Insurance (risk management)
8.1. Tiburon shall procure and maintain in effect during the term of this Agreement the
following insurance coverages with an insurance company or companies authorized to do business in the
State of Texas and approved by the Client with a Best rating of no less than A:VII:
(a) Workers' Compensation and Employers Liability insurance in accordance with the
laws o f t he S tate o f Texas with liability limits of One Million Dollars ($1,000,000.00) per accident.
This coverage will include waiver of subrogation.
(b) Comprehensive General Liability and Broad Form Comprehensive General Liability
or Commercial General Liability including bodily injury, personal injury, and property damage in the
amount of a combined single limit of One Million Dollars ($1,000,000), each occurrence, and Two
Million Dollars ($2,000,000) in aggregate limit.
(c) Comprehensive Auto Liability including bodily injury, personal injury and property
damage in the amount of a combined single limit of One Million Dollars ($1,000,000.00). Coverage
must include all automobiles utilized by Tiburon in connection with its performance of the services
hereunder.
8.2. Thirty (30) d ays p rior w ritten n otice w ill b e g iven to the Client in the event of any
material change in or cancellation of the policy. The City of Lubbock shall be named as additional insured on
all policies.
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Master Support Agreement
8.3. Tiburon shall give prompt written notice to the Client of all known losses, damages,
or injuries to any person or to property of the Client or third persons that may be in any way related to the
services b eing p rovided h ereunder o r f or w hich a c laim m ight be made against the Client. Tiburon shall
promptly report to the Client all such claims that Tiburon has noticed, whether related to matters insured or
uninsured. No settlement or payment for any claim for loss, injury or damage or other matter as to which the
Client may be charged with an obligation to make any payment or reimbursement shall be made by Tiburon
without the prior written approval of the Client.
Limitation of Liability (Risk Management)
Tiburon's liability to the Client for any claim, whether in tort, contract or otherwise, shall be limited to the annual
maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO EVENT SHALL
TIBURON BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF THE
COVERED APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR INACCURACIES. IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF PROFIT
OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY
AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE LIMITATION OR
EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL EFFECT
WITHOUT VIOLATING SUCH LAWS.
10. Informal Dispute Resolution
10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle
promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth
in this Section 10.1.
(a) if either party (the "Disputing Party") disputes any provision of this Agreement, or the
interpretation thereof, or any conduct by the other party under this Agreement, that
party shall bring the matter to the attention of the other party at the earliest possible
time in order to resolve such dispute.
(b) If such dispute is not resolved by the Account Manager and the Technical
Coordinators responsible for the subject matter of the dispute within ten (10)
business days, the Disputing Party shall deliver to the first level of representatives
below a written statement (a "Dispute Notice") describing the dispute in detail,
including any time commitment and any fees or other costs involved.
(c) Receipt by the first level of representatives of a Dispute Notice shall commence a
time period within which the respective representatives must exercise their best
effort to resolve the dispute. If t he r espective r epresentatives c annot r esolve t he
dispute within the given time period, the dispute shall be escalated to the next higher
level of representatives in the sequence as set forth below.
(d) If the parties are unable to resolve the dispute in accordance with the escalation
procedures set forth below, the parties may assert their rights under this Agreement.
Escalation Timetable Tiburon Client
(Business Days) Representative Representative
0 to 51h Operations Manager Client Representative
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Master Support Agreement
6th to 101h Division Manager Director of Information Technology
11th to 151h Executive Officer [TBD - Client Designated]
10.2. Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with the informal dispute resolution procedures set forth in Section 10.1 hereof, the parties agree
to continue without delay all their respective responsibilities under this Agreement that are not affected by the
dispute.
10.3. RESERVED
10.4. Notwithstanding the foregoing, either party may, before or during the exercise of the
informal dispute resolution procedures set forth in Section 10.1, apply to a court having j urisdiction f or a
temporary restraining order or preliminary injunction where such relief is necessary to protect its interests
pending completion of such informal dispute resolution procedures.
11. Termination
11.1.. Termination for Failure of License. In the event that the license relating to any of the
Covered Applications is terminated or becomes unenforceable for any reason, Tiburon's obligation to provide
any support hereunder for such Covered Application shall immediately and automatically terminate.
11.2. Termination for Payment Defaults. In the event that the Client fails to pay when due
all or any portion of the annual fees required under Section 4.1 hereof [Annual Support Fees], Tiburon may
immediately, and without further notice to the Client, terminate this Agreement or suspend all or any portion of
the services hereunder for all or any portion of the Covered Applications until the Client's account is brought
current.
11.3. Termination for Other Defaults. Subject to completion of the dispute resolution
procedures set forth in Section 10.1 hereof [Informal Dispute Resolution], in the event that either party hereto
materially defaults in the performance of any of its obligationshereunder (other than payment defaults covered
under Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the
defaulting party thirty (30) days' prior written notice of termination delivered in accordance with Section 24 hereof
[Notices], which notice shall identify and describe with specificity the basis for such termination. If, prior to the
expiration of such notice period, the defaulting party cures such default to the satisfaction of the non -defaulting
party (as evidenced by written notice delivered by the non -defaulting party in accordance with Section 24 hereof),
termination shall not take place.
11.4. Termination Without Cause. Either party hereto may terminate this Agreement
without cause by providing the other party at least one hundred and eighty days' prior written notice of
termination delivered in accordance with Section 24 hereof [Notices]. The effective date for any termination
pursuant to this Section 11.4 shall be the next occurring Payment Date.
11.5. Consequences of Termination. Upon termination of this Agreement for whatever
reason, (a) Tiburon shall be under no further obligation to provide support or any other services hereunder; (b)
Tiburon shall return to the Client all Client Confidential Information in Tiburon's possession and shall certify in a
written document signed by an officer of Tiburon that all such information has been returned; (c) the Client shall
return to Tiburon all Tiburon Confidential Information in the Client's possession (including, without limitation, all
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment or other documents or property relating to such Tiburon Confidential
Information and all copies of any of the foregoing (in whatever medium recorded) but not including any such
information licensed to the Client under the Software License Agreement) and shall certify in a written
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Master Support Agreement
document signed by the Client Representative identified in Section 5.10 hereof [Authorized Client
Representative] that all such information has been returned. All provisions of this Agreement that by their
nature would reasonably be expected to continue after the termination of this Agreement shall survive the
termination of this Agreement.
12. Independent Contractor Status
The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be
construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party
shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or
authority to bind or obligate the other in any manner to any third party. The employees or agents of one party
shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or
on behalf of any third party.
13... Assignment
Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of
the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may assign
this Agreement to its successor in connection with a sale of its business without obtaining consent of any party.
Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement
shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives,
administrators and assigns.
14. No Third Party Beneficiaries
This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their
permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall
be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other
entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party
to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in
connection with this Agreement.
15. Governing Law
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance
with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United
Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by
this Agreement.
16. RESERVED
17. Venue
All legal proceedings brought in connection with this Agreement may only be brought in a state or federal
court located in the State of Texas. Each party hereby agrees to submit to the personal jurisdiction of those
courts for any lawsuits filed there against such party arising under or in connection with this Agreement.
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18. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into
this Agreement.
19. Amendment
No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument
referencing this Agreement signed by duly authorized representatives of each of the parties hereto.
20. Waiver
In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an
authorized representative of the party against whom enforcement of s uch w aiver w ould b e sought, it being
intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere
lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the
other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a
specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances
specifically addressed by such waiver or to any future events, even if such future events involve facts and
circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right,
benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or
power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice
to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement.
21. Force Majeure
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement
(and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of
the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non -performing party through the use of alternate
sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by
reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials,
equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation, regulation,
ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party
hereto; or any other act or condition beyond the reasonable control of the non -performing party. Upon the
occurrence of an event which satisfies both of the above conditions (a "Force M ajeure Event"), the n on -
performing party will be excused from any further performance of those obligations under this Agreement
affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-
performing party continues to use commercially reasonable efforts to recommence performance whenever
and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non-
performing party will immediately notify the other party by telephone (to be confirmed by written notice within
two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in
reasonable detail the nature of the Force Majeure Event.
22. Severability
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If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall
be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect
to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and
effect.
23. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon
and the Client relating to the subject matter hereof and supersedes ail quotes, proposals understandings,
representations, conditions, warranties, covenants, and all other communications between the parties (oral or
written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained
in any purchase order or other form provided by the Client in connection with this Agreement and any such
terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the
subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be
enforceable by the Client unless specifically set forth in this Agreement.
24. Notices
All notices, requests, demands, or other communications required or permitted to be given hereunder shall be
in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have
been duly given when (a) d elivered i n p erson; (b) s ent b y f acsimile t ransmission i ndicating r eceipt a t t he
facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air
courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for
delivery by certified or registered mail, postage pre -paid and return receipt requested. All notices and other
communications regarding default or termination of this Agreement shall be delivered by hand or sent by
certified mail, postage pre -paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
If to Tiburon:
Tiburon, Inc.
39350 Civic Center Drive
Fremont, CA 94538
Attention: Contract Administrator
Phone: 510-792-2108
Fax: 510-742-1057
If to the Client:
25. Construction
The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and
ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this
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Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and
not business days, unless otherwise expressly provided herein.
26. Counterparts
This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and
both of which shall constitute one and the same document.
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SIGNATURE PAGE
CITY OF LUBBOCK TIBURON, INC.
Marc McDougal, Mayor Robert Brown
Sr. Vice President and COO
ATTEST:
Rebecca Garza, City Secretary Randolph J. Brine
Contracts Manager
APPROVED AS TO CONTENT
Claude Jones, Police Chief
APPROVED AS TO FORM:
Linda Chamales, Supervising Attorney
Office Practice Section
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Master Support Agreement
Resolution No. 2003-RO142
EXHIBIT 1
To
Tiburon Master Support Agreement
DEFINITIONS
This Exhibit is attached to, incorporated into, and forms a part of the Tiburon Master Support Agreement,
dated , 200_, between Tiburon and the Client (herein referred to as the "Agreement"). Capitalized
terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise
defined in the Agreement. In the event of conflict between the terms and conditions set forth herein and those
set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail.
1. "Account Manager" is defined in Section 2.1(c) [Account Manager] of the Agreement.
2. "Additional Support Option" is defined in Section 2.2 [Additional Support Options] of the
Agreement.
3. "As -Built Specifications" shall mean, with respect to any of the Covered Applications, the
specifications for such Covered Application delivered to the Client upon the Client's acceptance of such Covered
Application, as the same may be modified or supplemented from time to time to reflect Enhancements provided
hereunder.
4. "Authorized Server" shall mean, with respect to any of the Covered Applications, the server
identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
5. "Authorized Site" shall mean, with respect to any of the Authorized Servers, the address and room
number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
6. "Basic Support" is defined in Section 2.1 [Basic Support] of the Agreement.
7. "Client" is defined in the preamble to the Agreement.
8. "Client Confidential Information" is defined in Section 7.1 [Protection of Confidential and
Proprietary Information]"of the Agreement.
9. "Client Representative" is defined in Section 5.10 [Authorized Client Representative] of the
Agreement.
10. "Communications Interfaces" shall mean ethernet networking, serial connectivity to net clock
and ANI/ALI, serial connectivity to HACMP, national, state and local governments, Motorola Mobile Data
Computer, TCP/IP or other routing statements.
11. "Covered Application" shall mean each software application developed by Tiburon in accordance
with the As -Built Specifications relating thereto which application is identified as a Covered Application on Exhibit
2 attached to the Agreement and incorporated therein by reference, including all Maintenance Modifications
thereto, all Derivative Works thereof, and all related Documentation
12. "Derivative Works" shall mean, with respect to any Covered Application, any translation,
abridgement, revision, modification, or other form in which such Covered Application may be recast,
transformed, modified, adapted or approved after the Effective Date.
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040103 System Implementation Agreement - Exhibit 7
Master Support Agreement Exhibit 1
13. "Dispute Notice" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement.
14. "Disputing Party" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement.
15. "Documentation" shall mean, with respect to any Covered Application, those printed instructions,
manuals, and diagrams pertaining to and furnished with such Covered Applications.
16. "Effective Date" is defined in the preamble to the Agreement.
17. "Enhancement" shall mean, with respect to any Covered Application, a computer program
modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new
functions to, such Covered Application and that is integrated with such Covered Application after the Effective
Date, or that is related to a given Covered Application but offered separately by Tiburon after the Effective Date.
18. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the
Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and included
as part of the Agreement in accordance with Section 2.3 [Enhancements] thereof.
19. "Error" shall mean, with respect to any Covered Application, a defect in the Source Code for such
Covered Application that prevents such Covered Application from functioning in substantial conformity with the
As -Built Specifications pertaining thereto.
20. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer
software change integrated with such Covered Application during the term of the Agreement to correct any
Errors therein, but that does not alter the functionality of such Covered Application or add new functions thereto.
21. "Monthly Status Report" is defined in Section 2.1(d) [Status Reports] of the Agreement.
22. "Object Code" shall mean computer programs assembled or compiled from Source Code in
magnetic or electronic binary form on software media, which are readable and usable by machines, but not
generally readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering.
23. "Out of Scope Services" shall consist of any services provided under this Agreement that are
outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section
2,1 [Basic Support], Section 2.2 [Additional Support] or Section 2.3 [Enhancements] of the Agreement.
24. "Payment Date" shall mean [September 30] of each year during the term of this Agreement.
25. "Priority One Call" shall mean a call requesting technical support for an Error in any Covered
Application or a failure of the Authorized Server on which such Covered Application is installed that prevents
continued use or operation of the System, impacts all or substantially all operators using the System, halts or
severely impacts critical System operations or endangers the integrity of any database on any of the Authorized
Servers. The term Priority One Call shall not include calls requesting technical support relating to a problem
encountered with substantially less than all functions of a Covered Application or all records of a database on
any of the Authorized Servers, or to a failure in individual components of the network communications
equipment, communications lines, terminals, workstations, printers, terminal servers or modems. Tiburon shall
have exclusive authority for determining whether a technical service request constitutes a Priority One Call.
26. "Site Specifications" is defined in Section 5.9 [System Modifications] of the Agreement.
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040103 System Implementation Agreement -Exhibit 7
Master Support Agreement Exhibit 1
27. "Software License Agreement" shall mean any software license agreement between Tiburon and
the Client pursuant to which Tiburon has granted a limited license to use the Covered Applications in accordance
with the terms and conditions thereof, as the same may amended or otherwise modified from time to time.
28. "Source Code" shall mean computer programs written in higher -level programming languages,
sometimes accompanied by English language comments. Source Code is intelligible to trained programmers
and may be translated to Object Code for operation on computer equipment through the process of compiling.
29. "System" shall mean the Client's computer automated system consisting of the Covered
Applications combined with any of the Authorized Servers, the operating systems installed on each of the
Authorized Servers, any database or other third party software products installed on any the Authorized
Servers, any PC or other workstation equipment having access to any of the Covered Applications, any
Communications Interfaces installed on any of the Authorized Servers, any network communications equipment
and any other third party software, wiring, cabling and connections and other hardware relating to any such
Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites.
30. "System Configuration" shall mean the configuration for the System other than the Covered
Applications existing as of the Effective Date together with any modifications or alterations thereto permitted
hereunder, including without limitation the configuration of the Authorized Servers, any operating system installed
on any of the Authorized Servers, any database or other third party software products installed on any of the
Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications,
any network communications equipment and any other third party software, wiring, cabling and connections and
other hardware relating to any such Authorized Server, workstation or network communications equipment
located at any of the Authorized Sites.
31. "Technical Support Coordinator" is defined in Section 5.11 [Technical Support Coordinators] of
the Agreement.
32. "Third -Party Products" shall mean all software and hardware components of the System other
than the Covered Applications.
33. "Tiburon" is defined in the preamble to the Agreement.
34. "Tiburon Confidential Information" is defined in Section 7.2 [Protection of Confidential and
Proprietary Information] of the Agreement.
35. "Warranty Period" shall mean, with respect to any Covered Application, the warranty period for
such Covered Application set forth on Exhibit 2 attached to the Agreement and incorporated therein by
reference.
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040103 System Implementation Agreement — Exhibit 7
Master Support Agreement Exhibit 1
Resolution No. 2003-RO142
EXHIBIT 2
To
Tiburon Support Agreement
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
20_, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Tiburon w ill p rovide t he B asic Support described in Section 2.1 [Basic Support] of the Agreement for the
software applications identified in the table below. The annual fee for such support shall be as set forth in the
table below. Such support will commence upon the expiration of any applicable Warranty Period as set forth
in the table below.
Covered Authorized Site Make, Model, Serial Warranty Period Annual
Application Number of Authorized Fee
Server
Period Start Date Stop Date
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040103 System Implementation Agreement — Exhibit 7
Master Support Agreement Exhibit 2
EXHIBIT 3
To
Tiburon Master Support Agreement
TRAINING
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
, 20 between the Client and Tiburon (herein referred to as the "Agreement'). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail
Page 1 of 1
040103 System Implementation Agreement— Exhibit 7
Master Support Agreement Exhibit 3
EXHIBIT 4
To
Tiburon Master Support Agreement
THIRD -PARTY SUPPORT CONTRACTS
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
20, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail
Page 1 of 1
040103 System Implementation Agreement— Exhibit 7
Master Support Agreement Exhibit 4
EXHIBIT 5
To
Tiburon Master Support Agreement
SITE, SYSTEM AND NETWORK SPECIFICATIONS
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
20_, between the Client and Tiburon (herein referred to as the "Agreement'). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail
Page 1 of 1
040103 System Implementation Agreement — Exhibit 7
Master Support Agreement Exhibit 5
Resolution No. 2003-RO142
EXHIBIT 6
To
Tiburon Master Support Agreement
BACK UP SCHEDULE AND PROCEDURES
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
20 , between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Page 1 of 1
040103 System Implementation Agreement — Exhibit 7
Master Support Agreement Exhibit 6
Resolution No. 2003—RO142
CITY OF LUBBOCK
CHANGE ORDER
CHANGE ORDER #: CONTRACTOR: TIBURON INC.
DATE: 06-22-2004 CITY OF LUBBOCK BID#:
PROJECT NAME: Police / Fire Public Safety Computer System Upgrade/Migration
Change Order within the scope of the contract means a Change Order that DOES NOT ALTER THE NATURE OF THE
THING TO BE CONSTRUCTED AND THAT IS AN INTEGRAL PART OF THE PROJECT OBJECTIVE. After performance of a
construction contract begins, Change Orders may be approved if necessary to 1) make changes in plans or
specifications; or 2) decrease or increase the quantity of work to be performed or materials, equipment, or
supplies to be furnished. This does not mean that a department can redefine the project. All work that alters the
nature of the thing to be constructed or that is not an integral part of the project obiective must be let out for
public bid by the Purchasing Department. Description of change (alteration, deviation, addition, or deletion)
caused by conditions encountered during construction not covered by the specifications and drawings of the
project (attach additional pages if necessary):
Tiburon, INC. will provide service(s), under contract, to construct Mobile Data Computer monitoring software,
which allows dispatch to track mobile units in the Computer Aided Dispatch system. This software tracks voiceless
commands regarding unit status; call status, on -view activities, etc. This software is critical, as it impacts officer
safetv and the dispatcher's ability to provide police services to the citizens of Lubbock. See additional attached.
Change Orders must either be negotiated in the best interest of the City of Lubbock or put out for public bid by
the Purchasing Department. Where the Change Order is negotiated, the Change Order must be fully documented
and itemized as to costs, including material quantities, material costs, taxes, insurance, employee benefits, other
related costs, profit and overhead. Where certain unit prices are contained in the initial contract, no deviations
are allowed in computing negotiated change order costs.
ITEMIZED COSTS MUST BE FULLY DOCUMENTED AND ATTACHED TO THIS FORM.
ITEM DESCRIPTION AMOUNT
A. ORIGINAL CONTRACT VALUE: $766,665.00
B. AMOUNT OF THIS CHANGE ORDER: council approval required if over $25,000 15 it°0 0 ��� A0
'0
C. PERCENT OF CONTRACT VALUE THIS CHANGE ORDER (B/A):
D. AMOUNT OF PREVIOUS CHANGE ORDERS: $ 0
E. TOTAL AMOUNT OF ALL CHANGE ORDERS (B+D): $18050.00
F. PERCENT OF CONTRACT OF ALL CHANGE ORDERS (E/A): 25%Maximums
G. NEW CONTRACT AMOUNT (A+E): $784,715.00
t
k
(1) CONTRACTOR Date (2) PROHECTRCHh CT/ENGINEER D to
A �poed as to Content: Approved as to Form:
(3) OWNE S7 REPRESENTATIVE Date (4) City A Date
Tito KOiluQe4(, b .�9_C, , . _ G 3d Cie f
(5) Victor Kilman, Purchasing Manager Date (6) Lou Fox, City dinager Dat
Change Orders over $25,000 require the following signatures:
CITY OF LUBBOCK ATTEST:
(7) Marc McDougal, Mayor Date (8) Rebecca Garza, City Secretary Date
PUR-045 (Rev 03/04)