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Home My WebLink AboutResolution - 2010-R0317 - Beta System Implementation Agreement W/Tiburon, Inc. - 07/08/2010Resolution No. 2010-RO317 July 8, 2010 Item No. 5.23 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 Beta System Implementation Agreement for automated computer system services, by and between the City of Lubbock and Tiburon, Inc., a Virginia Corporation, and related documents. 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 City Council. Passed by the City Council this July 8, 2010 1 O' - TOM MARTIN, MAYOR ATTEST: X02 Rebec a Garza, City Secretary APPROVED AS TO CONTENT: Dale Holton, Police Chief APPROVED AS TO FORM: 1 Amy S' s, ssista_ e sj ccdocs.,Amy Sims. Resolutions`RES.Agreement-Tiburon, Inc. 6.22.10 Resolution No. 2010-R0317 BETA SYSTEM IMPLEMENTATION AGREEMENT This Beta System Implementation Agreement (this `Agreement') is entered into this 8th day of July , 2010 (the "Effective Date'), by and between the City of Lubbock, Texas (the "Client') and Tiburon, Inc., a Virginia corporation having its primary place of business at 6200 Stoneridge Mall Road, Suite 400, Pleasanton, California 94588 ("Tiburon'). RECITALS WHEREAS, the Client has agreed to the implementation of a Beta automated computer system as specified herein (the "Beta Program"); 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 1.0 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. 2.0 Scope of Work Tiburon shall provide all design, development, installation, consulting, system integration, project management, training and technical services set forth in the Beta Statement of Work attached hereto as Exhibit 2 and incorporated herein by this reference (the `Beta Statement of Work') in connection with the delivery and implementation of the System. 3.0 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 Beta 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 Beta Statement of Work have been fully completed. Page 1 of 14 Beta System Implementation Agreement City of Lubbock 4.0 Pricing and Payments 4.1 The total amount to be paid by Client for the products and services to be provided hereunder shall be as follows: (a) Hardware and Equipment: The total hardware and equipment fees to be paid to Tiburon will be determined by the parties and shall be invoiced one hundred percent (100%) upon delivery of the hardware and equipment to the Client. (b) Software Licenses and Services: The licenses and services fees to be paid to Tiburon to install 911 Mapping's Location Verification Services (LVS) shall be Ten Thousand Dollars and Zero Cents ($10,000.00) payable upon contract execution. The Tiburon licenses for the Tiburon Beta Applications and implementation services are being provided at no cost. The Intellinetics product and implementation services are being provided at no cost. (c) Annual Maintenance and Support: The total amount to be paid to Tiburon for annual maintenance and support services for the Tiburon Beta Applications will be determined prior to completion of the Beta Program and shall be incorporated in the existing maintenance agreement between the parties, which is attached hereto as Exhibit 5 "Support Agreement". Client understands and hereby agrees Third Party maintenance fees will be paid by the Client and will be included as part of the Support Agreement. (d) Additional Labor: If during the Beta Program, Client requests additional services outside the Statement of Work, and Tiburon agrees to perform such services, such services shall be provided to the Client in accordance with a signed written change order at the following rates: o Training Services: One Hundred Eighty Dollars ($180.00) per hour o Engineering and Management Services: Two Hundred Twenty Dollars ($220.00) per hour o Travel: Fifteen Hundred Dollars ($1,500.00) per day The total amount to be paid hereunder, including maintenance services, are being provided at no cost and/or deeply discounted rates in consideration for the Client's participation in the Beta program. 4.2 Tiburon shall prepare and submit invoice for payment by the Client under this Agreement. Invoices for payments hereunder shall be submitted to the following address: City of Lubbock Attention: Sgt. Keith Woodard 916 Texas Avenue Lubbock, Texas 79413 Phone: 806-775-2870 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 6200 Stoneridge Mall Road, Suite 400, Pleasanton, California 94588, or by such other means as may be mutually acceptable to the parties. Page 2 of 14 Beta System Implementation Agreement City of Lubbock 4.3 Unless otherwise specified herein, the prices set forth above 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. 4.4 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. 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. 5.0 Client Responsibilities 5.1 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 Beta Statement of Work. The Client acknowledges that the dates set forth in the Project Schedule for completion of the services to be provided by Tiburon under 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 a material default under this Agreement. 5.2 Throughout the Beta Program, Client shall provide Tiburon with detailed reports, no less frequently and in a form as reasonably requested by Tiburon. Such reports shall provide meaningful feedback regarding the operation, user experience and overall usefulness of the Tiburon Beta Applications as well as any other information as may be required by Tiburon. 5.3 Upon completion of Task 6 "Review Beta Testing and Reporting Results" in the Statement of Work, attached hereto, and upon Client's decision to proceed with the Beta Program, Client hereby agrees to serve as a positive reference site, during and post implementation of the Tiburon Beta Applications, on behalf of Tiburon, which may include, but not be limited to, hosting on-site client visits, phone calls and providing reference letters to Tiburon. 6.0 Project Manager and Client Representative 6.1 Tiburon shall designate, in a written notice delivered in accordance with Section 31 hereof, a single individual to act as the project manager (the "Project Manager). The Project Manager shall ensure 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 31 hereof designating the new individual authorized to act as the Project Manager. 6.2 The Client shall designate, in a written notice delivered in accordance with Section 31 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 Page 3 of 14 Beta System Implementation Agreement City of Lubbock 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 31 hereof designating the new individual authorized to act as the Client Representative. 7.0 Changes The scope and schedule of services and materials provided under this Agreement may only be changed 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 Agreement shall be amended, as necessary. 8.0 Software License and Transfer 8.1 Except as specifically provided herein, Tiburon shall at all times retain all title and interest in and to each of the Tiburon Beta Applications and all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto and all Tiburon Confidential Information. 8.2 Tiburon will grant to the Client a limited right to use the Tiburon Beta Application, in Object Code only, pursuant to, and subject to the terms of the software license agreement already in place between the parties, which is attached hereto as Exhibit 4 (the "Software License Agreement"). 8.3 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 Client has paid for all license or sublicense fees in connection therewith. Tiburon 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. 9.0 Confidential Information 9.1 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 disclosure of Client Page 4 of 14 Beta System Implementation Agreement City of Lubbock 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 9. 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. 9.2 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 Beta 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 9.2, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon Confidential Information. 9.3 Notwithstanding Section 9.1 or Section 9.2 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. 9.4 Notwithstanding Section 9.1 or Section 9.2 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. Further, not withstanding any other terms of this Agreement, Tiburon understands and agrees that the Client is subject to the provisions of Chapter 552 of the Texas Government Code, the "Public Information Act," (the "Act") and the Client must comply with all requirements of the Act and with any opinions or decisions render by the Texas Attorney General regarding such. Further the Client shall not be liable to Tiburon under any theory of tort or other theories of law for the Client's actions in complying with the Act; Page 5 of 14 Beta System Implementation Agreement City of Lubbock (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. 9.5 The obligations hereunder with respect to each item of Client Confidential Information and Tiburon Confidential Information shall survive the termination of this Agreement. 9.6 Failure of either party to adhere to this section shall constitute a material default of this Agreement. 10.0 Technical Service Requests 10.1 Issues relating to errors, usability, and flow and design of the software shall be reported to the Tiburon Project Manager, either by telephone, website or email. At which time, Tiburon will undertake the following procedures set forth herein to address such issues. Method Procedure Telephone Contact phone number to be provided during project. Web Site Clients may submit an issue or request for information via the internet by connecting to www.tiburoninc.com and clicking on the TASC Self Service link. Client cannot continue Beta testing. Clients may also access historical TSR information for their site via this link. Medium The Project Manager will provide the client with the login and password required to access the client support system during regular business hours. properly but Beta testing can continue while Client During the Beta Program a separate profile will be created. Email Clients may also submit technical service requests via email to the Project 3 email alias that will be created for all of the Tiburon teams to receive. 10.2 Prioritizing TSRs Technical service requests will receive a severity level rating as follows: Severity Level Cat o Definition 1 High The Entire System or a Major Component is DOWN. Client cannot continue Beta testing. 2 Medium A major component or function does not work properly but Beta testing can continue while Client waits fora patch 3 Low Impacts an individual or small group. Patch(es) may be delayed until a mutually established future time. 4 N/A Feedback 11.0 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') has a Dispute, that party shall bring the matter to the attention of the other party at the earliest possible time via a Dispute Notice, in order to resolve such Dispute. Page 6 of 14 Beta System Implementation Agreement City of Lubbock (b) If such Dispute is not resolved, or a mutually agreed to schedule which adherence to would resolve the Dispute (the "Resolution Schedule) is not agreed to by the Project Manager's within ten (10) business days, the Disputing Party shall deliver to both second levels of representatives, below, a Dispute Notice. (c) Receipt by the second level of representatives of a Dispute Notice shall commence a time period within which the respective representatives shall communicate with one another in good faith in order to resolve the Dispute. If the respective representatives cannot resolve the Dispute or develop a mutually agreed to Resolution Schedule 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 third level of representative, below, are unable to resolve the Dispute or develop a mutually agreed to Resolution Schedule 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 10th Project Manager Police Administration Lieutenant 11th to 15th Director of Product Management Police Administration Captain 16" to 20th VP of Products Police Administration Assistant Chief 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 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. 12.0 Termination 12.1 Termination. Either Tiburon or the Client may terminate this Agreement at any time upon written notice to the other party. 12.2 Consequences of Termination. Upon termination of this Agreement: (a) Tiburon shall be under no further obligation to provide 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 software, devices, records, data, notes, Page 7 of 14 Beta System Implementation Agreement City of Lubbock 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)) in its possession 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 6.2 hereof that all such information and material has been returned; 13.0 Insurance 13.1 Tiburon shall procure and maintain in effect during the term of this Agreement the following insurance coverages, naming Client as an additional insured, with an insurance company or companies authorized to do business in the State of California and approved by the Client with a Best rating of no less than A:VII: (a) . Workers' Compensation in the statutory amount required by the laws of the State of California. Employer's Liability shall be maintained in limits no less than Five Hundred Thousand Dollars ($500,000.00) per accident. Further, Tiburon shall maintain said insurance throughout the term of this Agreement and shall comply with all provisions of the California Labor Code relating to worker's compensation insurance coverage to ensure that the Tiburon maintains said coverage. Any termination of worker's compensation insurance coverage by Tiburon or any cancellation or nonrenewal of worker's compensation insurance coverage for Tiburon shall be a material breach of this Agreement. The Workers' Compensation and Employers Liability insurance shall contain a waiver in favor of the Client of any and all of the insurer's rights to subrogation that any such insurer or insurers may acquire by virtue of payment of any loss under such insurance. (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. The Client shall be named as an additional insured on a primary and non-contributory basis in such policy. (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. 13.2 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. 13.3 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 being provided hereunder or for which a claim might 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. 14.0 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 Page 8 of 14 Beta System Implementation Agreement City of Lubbock 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 31 hereof unless the Client designates a different address in a written notice delivered in accordance with Section 31 hereof. Tiburon reserves the right to make deliveries to the Client in installments, and this Agreement shall be severable as to such installments. 15.0 Equipment Compatibility 15.1 The Tiburon Beta Applications will not fail to perform in accordance with the performance standards set forth in the Beta Statement of Work as a result of the equipment provided by Tiburon under this Agreement. Tiburon shall not be responsible for the performance of the Tiburon Beta 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. 15.2 THE CLIENT SHALL BE RESPONSIBLE FOR ANY EQUIPMENT NOT PROVIDED DIRECTLY BY TIBURON UNDER THIS AGREEMENT, INCLUDING 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. 16.0 Warranty Disclaimer 16.1 The Tiburon Beta Applications and services provided hereunder are being provided as -is. Tiburon hereby expressly disclaims any and all warranties whether express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose. 16.2 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. 16.3 Tiburon makes no warranty with respect to any Third -Party Products. 17.0 Limitation of Liability 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. IN NO EVENT SHALL TIBURON BE LIABLE FOR THE PERFORMANCE OR FAILURE OF THE TIBURON BETA APPLICATION. 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 EXCLUDED OR LIMITED OR WHICH CAN ONLY PARTLY BE EXCLUDED OR LIMITED, THEN THE LIMITS ON TIBURON'S Page 9 of 14 Beta System Implementation Agreement City of Lubbock LIABILITY SET OUT IN THIS AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 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. 18.0 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. 19.0 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. 20.0 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. 21.0 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. 22.0 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. 23.0 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 Page 10 of 14 Beta System Implementation Agreement City of Lubbock 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. 24.0 Venue All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in Lubbock County, 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. 25.0 Advice of Counsel Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into this Agreement. 26.0 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. 27.0 Waiver In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 28.0 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 Page 11 of 14 Beta System Implementation Agreement City of Lubbock beyond the reasonable control of the non-performing party. Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event'), the non-performing party will be excused from any further performance of those obligations under this Agreement affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non-performing party will immediately notify the other party by telephone (to be confirmed by written notice within two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event. 29.0 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. 30.0 Entire Agreement This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Client relating to the Beta System Implementation 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. 31.0 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. 6200 Stoneridge Mall Road, Suite 400 Pleasanton, California 94588 Attention: Contracts Administrator Phone: 925-621-2700 Fax: 925-621-2799 If to the Client: City of Lubbock Attention: Sgt. Keith Woodard 916 Texas Avenue Lubbock, Texas 79413 Phone: 806-775-2870 Page 12 of 14 Beta System Implementation Agreement City of Lubbock 32.0 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. 33.0 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 Beta System Implementation Agreement City of Lubbock SIGNATURE PAGE IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below. City of Lubbock Tiburon, Inc. Name: - Name: /I4W,',k Sr -7-w K Title: Tom Martin Title: Gtr) Mayor ATTEST: '6 Re cca Garza, City Secretary APPROVED AS TO CONTENT Dale Holton, Chief of Police APPROVED AS TO FORM Z� I 'Amy,Ais, A�ssis- tant City Attorney APPROVED AS TO CONTENT Mark earwoodf, Chief InYormation Officer Assistant City Manager Page 14 of 14 Beta System Implementation Agreement City of Lubbock Resolution No. 2010—R0317 EXHIBIT 1 To Beta System Implementation Agreement DEFINITIONS This Exhibit is attached to, incorporated into, and forms a part of the Beta System Implementation Agreement, dated , 2010, 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. "Baseline Specifications" shall mean, with respect to any of the Tiburon Beta Applications, the specifications for such Tiburon Beta Application made available to the Client prior to performance of the services set forth in the Statement of Work. 2. "Beta Statement of Work" is defined in Section 2 of the Agreement. 3. "Client" is defined in the preamble to the Agreement. 4. "Client Confidential Information" is defined in Section 9.1 of the Agreement. S. "Client Representative" is defined in Section 6.2 of the Agreement. 6. "Contract Price" is defined in Section 4 of the Agreement. 7. "Derivative Works" shall mean, with respect to any Tiburon Beta Application, any translation, abridgement, revision, modification, or other form in which such Tiburon Beta Application may be recast, transformed, modified, adapted or approved after the Client's acceptance of the Tiburon Beta Application in accordance with the Beta Statement of Work. 8. "Dispute" shall mean, with respect to an unresolved issue or controversy concerning a party's performance under this Agreement, which the non -Disputing Party has been made aware of through a Dispute Notice, which shall be delivered to the non -Disputing Party within a reasonable amount of time from the date the actions or inaction causing the Dispute occurred. 9. "Dispute Notice" shall mean, with respect to a writing signed by a duly authorized representative of the Disputing Party, titled "Dispute Notice", describing the Dispute in detail, including any time commitment and any fees or other costs involved, delivered in accordance with Section 31 of the Agreement. 10. "Disputing Party" is defined in Section 11.1 of the Agreement. 11. "Documentation" shall mean, with respect to any Tiburon Beta Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Tiburon Beta Application. 12. "Effective Date" is defined in the preamble to the Agreement. 13. "Enhancement" shall mean, with respect to any Tiburon Beta Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Tiburon Beta Application and that is integrated with such Tiburon Beta Application after the Client's acceptance of the Tiburon Beta Application in accordance with the Beta Page 1 of 3 Beta System Implementation Agreement Exhibit 1, Definitions Statement of Work, or that is related to such Tiburon Beta Application but offered separately by Tiburon after the Client's acceptance of the Tiburon Beta Application in accordance with the Beta Statement of Work. 14. "Error" shall mean, with respect to any Tiburon Beta Application, a defect in the Source Code for such Tiburon Beta Application that prevents such Tiburon Beta Application from functioning in substantial conformity with the Baseline Specifications pertaining thereto. 15. "Force Majeure Event' is defined in Section 30 of the Agreement. 16. "Initial Project Schedule" is defined in Section 3.2 of the Agreement. 17. "Maintenance Modifications" shall mean, with respect to any Tiburon Beta Application, a computer software change to correct an Error in, and integrated into, such Tiburon Beta Application, but that does not alter the functionality of such Tiburon Beta Application and that is provided to the Client after the Client's acceptance of such Tiburon Beta Application in accordance with the Beta Statement of Work under the Support Agreement relating to such Tiburon Beta Application. 18. "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. 19. "Project Manager" is defined in Section 6.1 of the Agreement. 20. "Project Schedule" is defined in Section 3.2 of the Agreement. 21. "Resolution Schedule" is defined in Section 11.1 of the Agreement. 22. "Software License Agreement' shall mean the software license agreement between Tiburon and the Client attached to this Agreement as Exhibit 4. 23. "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. 24. "System" shall mean the Client's computer automated system consisting of the Tiburon Beta Applications 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 Beta Applications, and any wiring, cabling and connections. 25. "Third -Party Products" shall mean all software and hardware components specified herein and delivered by Tiburon under this Agreement for integration into the System other than the Tiburon Beta Applications. 26. "Third -Party Software" is defined in Section 8.3 of the Agreement. 27. "Tiburon" is defined in the preamble to the Agreement. 28. "Tiburon Beta Application" shall mean each software application developed by Tiburon and delivered to the Client under this Agreement and in accordance with the Baseline Specifications Page 2 of 3 Beta System Implementation Agreement Exhibit 1, Definitions relating thereto, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. 29. "Tiburon Confidential Information" is defined in Section 9.2 of the Agreement. Page 3 of 3 Beta System Implementation Agreement Exhibit 1, Definitions Resolution No. 2010—R0317 EXHIBIT 2 To Beta System Implementation Agreement BETA STATEMENT OF WORK This Exhibit is attached to, incorporated into and forms part of the Beta System Implementation Agreement, dated , 2010, 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 Beta System Implementation Agreement Exhibit 2, Beta Statement of Work Resolution No. 2010—RO317 TIBURPiN a System Implementation Agreement (SIA) Beta Statement of Work (SOW) Exhibit 2 City of Lubbock, TX April 2, 2010 Beta Statement of Work Page 1 Table of Contents • Introduction....................................................................................3 • Overview......................................................................................4 • Staff Requirements........................................................................... 4 • Tasks, Deliverables and Acceptance Criteria ............................................. 5 o Task 1: Planning and Tiburon Beta Application Configuration Review..............................................................5 o Task 2: Hardware, Software Installation & Tiburon Beta Application Configuration Training .............................7 o Task 3: Interface Deployment and Initial Data Conversion ................. 9 o Task 4: Core Team Training......................................................10 o Task S.A: Beta Testing and Reporting .......................................... 11 o Task 5.13: Performance Testing....................................................12 o Task 6: Review Beta Testing and Reporting Results ...........................13 o Task 7: Client Training............................................................14 o Task 8: Final Data Conversion and Cutover....................................15 o Task 9: Reliability Testing.........................................................16 oTask 10: Closing....................................................................17 • Attachment A, Performance Criteria...................................................... 18 • Attachment B. Reliability Criteria..........................................................26 • Attachment C. Required Hardware and Software ....................................... 27 • Attachment D. Location Verification Guidelines........................................32 Beta Statement of Work Page 2 Introduction This Statement of Work (the "SOW") defines the principle activities and responsibilities of the City of Lubbock (hereinafter, "Client") and Tiburon, Inc. (hereinafter, "Tiburon") for the implementation of Tiburon Beta Applications (the "Beta") as set forth below: The System will be comprised of the following Tiburon Beta Applications, ancillary modules, and interfaces to third party products: Tiburon Ancillary Modules Yd Party Interfaces Applications CommandCAD • 911 Mapping • E911 I/F • Location Verification • EXT -State Services (LVS) • FS Alert • Datawarehouse • FS Print • Reformatter Designer • Paging I/F • Time S nc MobileCOM • Mobile Map LawRECORDS • Inclusive of Field • Intellinetics Reporting LAN, and • Pawn Upload Mobile • Warrant Interface • Web Portal • Property Room Fire"CORDS This Beta does not include enhancements, customizations and modifications which include changes to the application source code, database layouts, report output column headers, formatting, field label changes/additions (excludes limited label changes in CommandCAD as approved by Tiburon), and/or interfaces to internal/external databases or systems are not included or allowed during the Beta unless otherwise agreed to by Tiburon in a signed amendment. Such limited label changes will be discussed at Tiburon Beta Application configuration during Task 1. Tiburon will continue to provide maintenance support services during the Beta project for the existing Tiburon Applications pursuant to the terms and conditions of the Master Support Agreement. Beta Statement of Work Page 3 Overview The tasks set forth in this SOW may be completed concurrently, sequentially or non -sequentially as determined best by Tiburon. Prior to signing the Agreement, Tiburon, at its sole decision, may make changes to this SOW, however any changes made during project implementation must be mutually agreed to in a signed writing. During the Beta, the client is to provide detailed feedback and testing results on the implementation and functionality of the Tiburon Beta Applications; this feedback and testing results are to be provided to Tiburon in accordance with task 5 of this SOW. In addition to the feedback and testing results, the Client agrees to host client visits and/or phone calls and provide positive references during and after the Beta implementation. Staff Requirements Each party shall designate an appropriate resource to perform all functions in accordance to the SOW during Beta: Tiburon: • Project Manager: Responsible for overall Beta implementation process oversight. Will be responsible for maintaining communication with the Client during the Beta project; scheduling of all Tiburon staff and subcontractor support to ensure Beta progress and completion; conducting status meetings with the Client's Project Manager as required and document the meeting. • Product Manager: Responsible for product feedback, questions and product suggestion. • Engineering Development Team: Responsible for deployment, Tiburon Beta Application configuration and Technical Service Requests (TSRS). • Engineering Service Team: Responsible for testing. training and documentation Client: Project Manager: Responsible for the overall Beta implementation process oversight. The Client project manager will be in charge of maintaining communication with Tiburon's Project Manager; coordinating and facilitating all Client staff and third -party (vendors and/or agencies) support to ensure Beta progress and completion; participating in status meetings with Tiburon's Project Manager; and ensuring workspace is available at the Client's Beta project site. Client Project Manager shall have authority to make all decisions related to this Scope of Work. Core Team: Client shall assign a core team with responsibility for each segments/ department required to facilitate software configuration, data entry, training, testing and IT support (the "Core Team"). Beta Statement of Work Page 4 Beta Statement of Work Page 5 Tasks, Deliverables and Acceptance Criteria Task 1: Planning and Tiburon Beta Application Configuration Review Task Description: Tiburon and the Client will review and confirm the Tiburon Beta Application configuration of the systems, hardware requirements and project schedule Beta. The number of days required for each configuration session are as follows: Session Number Review Session Number of Days 1 Location Verification Services Not to exceed 2 days 3 CommandCAD Not to exceed 4 days 4 MobileCOM Not to exceed 1/2 days 5 FireRECORDS Not to exceed 1 days 6 LawRECORDS Not to exceed 4 days 7 Interfaces Not to exceed 2 days 8 Data Conversion Analysis Not to exceed 1 days Responsibilities and Completion Criteria: Tiburon Responsibility a. Perform kickoff meeting. b. Deliver a final list of all hardware, third -party software, and third -party services required for this Beta and identify which party will be providing each item. c. Conduct a Tiburon Beta Application configuration review of the Tiburon Beta Applications, ancillary modules, and interfaces and document the outcome of the meeting (these collective documents shall be referred to as "Configuration Documentation"). d. With the Client, review the data that will be entered, converted and/or loaded into the Tiburon Beta Applications. e. Analyze source data, generate field mapping documents, and deliver a data conversion plan. f. Review with the client the guidelines described in Attachment D "Location Verification Guidelines". g. Perform Tiburon Beta Application configuration review with the client, as well as the timeline for the Beta and submit for approval. h. Make the Baseline Specifications available to the Client. Such documents will be made available online. Client Responsibility a. Participate in the kickoff meeting b. Review hardware, third -party software, and third -party services required for this Beta and either authorize Tiburon to procure it or client will move forward with procurement. c. Ensure participation of the Core Team on the Tiburon Beta Applications, ancillary modules and interfaces, Tiburon Beta Application configuration review meetings. d. Provide pertinent information, data, record layouts, documents and make Tiburon Beta Application configuration decisions for interfaces. e. Deliver geo data and files in accordance with Attachment D "Location Verification Guidelines. " f. Provide all data to be loaded into the Tiburon Beta Applications (in the form of Excel sheets) as applicable to the module. g. Designate a knowledgeable person to work with the Tiburon data conversion team to map the fields and purge unnecessary data in accordance with the data conversion plan. h. Review and approve Configuration Documents, conversion plan and project schedule submitted Beta Statement of Work Page 6 Tiburon Responsibility Client Responsibility by Tiburon five (5) days after Tiburon's delivery thereof. Task Completion Criteria This task will be deemed completed when: • project initiation meeting has been held; • confirmation of the hardware and third party product purchase order is received; • sign off on the Configuration Documents, data conversion plan, and project schedule is accomplished; and • Client has completed the excel sheets and geofile per the project schedule. Task com letion will be documented in a letter from Tiburon. Beta Statement of Work Page 7 Task 2. Hardware, Software Installation & Tiburon Beta Application Configuration Training Task Description: Tiburon and Client will install the system hardware and application software components. All system hardware and application software components shall be acquired prior to commencement of this task. After installation of the hardware and application software components, the Core Team will receive Tiburon Beta Application configuration training. The number of days required for each Tiburon Beta Application configuration training session are as follows: Session Number Iriburon Beta Application Configuration Training Session Number of Days 3 CommandCAD Not to exceed 2 days 4 MobileCOM Not to exceed 1/2 days 5 FireRECORDS Not to exceed 1/2 days 6 LawRECORDS Not to exceed 2 days Responsibilities and Completion Criteria: Tiburon Responsibility Client Responsibility a. If Tiburon procures the hardware on behalf of a. Acquire all necessary hardware which shall Client, install the system hardware and software comply with the specifications set forth in required on servers to support the Tiburon Beta Attachment C, whether through Tiburon or Application configuration and setup of the Tiburon elsewhere. Verify and accept all hardware Beta Applications on no more than five (5) that is shipped onsite and advise Tiburon workstation machines. project manager once the hardware has been b. Load all standard data set codes across all delivered, as well as any hardware items are applications. damaged. c. Conduct Tiburon Beta Application configuration b. The Client will procure, inventory and install training for the Client's Core Team. This training the Client -procured hardware Tiburon Beta will allow the Core Team to configure the Tiburon Application configuration and operating Beta Applications in accordance with their systems. The equipment to be installed will be business models. sufficient to support initial software installation, application set up and software configuration, initial interface development, and testing activities. c. Ensure Tiburon (Cisco) VPN remote access including dedicated high speed (T1 (1.544mb/s) or greater bandwidth). Access to Client servers on Client site(s) must be interactive, including but not limited to PC Anywhere, Remote Desktop, VNC telnet, secure shell (SSH), and application -level TCP/IP socket connectivity as determined necessary by Tiburon. Access provided to Tiburon must include local administrative control of all servers involved in the Tiburon Beta Statement of Work Page 8 Tiburon Responsibility Client Responsibility implementation. In addition, Tiburon requires the ability to dynamically upload/download files to the server(s) without third -party intervention. d. Provide Tiburon with the server and third - party information necessary for the Tiburon ' support files. e. Provide a site adequate for the installation, operation, and maintenance of all computer and workstation equipment. f. Provide all communication lines, modems, hubs, routers, cabling, and other components necessary for system operation and maintenance that are not provided by Tiburon. g. Assume responsibility for modifications to furniture as required for workstation operation and maintenance and loading of application on all applicable/remaining workstations h. Assist with the installation and verify operation of interfaces to any Client -provided networks. i. Provide TCP/IP communications support for any existing networks, workstations, and printers that access Tiburon Beta applications. j. Install and test all remote workstations and communications equipment. k. Participate in the Tiburon Beta Application configuration training. 1. Complete all other code table, file maintenance data entry and associated software configuration s. Task Completion Criteria This task is complete when system installation and Tiburon Beta Application configuration training has been conducted. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 9 Task 3: Interface Deployment and Initial Data Conversion Task Description: The parties will install and set-up the interfaces as defined in the Configuration Documents, as well as extract, convert, load, and test the specified legacy application data into the new application database(s), based upon the approved data conversion plan. Data contained in current legacy systems with no correlating fields in the Tiburon Beta Applications will not be converted. Responsibilities and Completion Criteria: Tiburon Responsibility a. Deploy all available interfaces in accordance with Client Responsibility a. Review resulting test files with Tiburon, document Configuration Documents. any problems, and collaborate with Tiburon on a b. Perform an initial data conversion process to load plan for corrective action. the test files and review resulting test files with the , b. Correct any problems identified during the initial Client, document any problems, and collaborate data conversion task. with the Client on a plan for corrective actions. c. Assume responsibility for any interface hardware, software licenses, modifications, or additions to any systems not supplied, installed, tested, or licensed by Tiburon. d. Act as the liaison between the agencies and third - party vendors required to support the interfaces. Provide Tiburon with the physical connections for each interface, to allow Tiburon to test the functionality of each interface in an appropriate environment. If the interfaces are currently in operation, it is the Client's responsibility to disconnect each of the interfaces from the operational environment to facilitate interface testing. Task Completion Criteria This task is complete when Tiburon has completed the initial data conversion and all interfaces have been demonstrated to function in accordance with the Configuration Documents. Data correction, delays or unavailability of external systems and/or interfaces not made available to Tiburon is not a requirement for completion of this task. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 10 Tosk 4: Core Team Tro►nincg Task Description: Tiburon will provide the Core Team user training on the functionality of the applications, interfaces and ancillary modules of the Tiburon Beta Applications. End-user training is not included as part of this task. The number of days required for each training session are as follows: Session Number Training Session CommandCAD Number of Days Not to exceed 2 days 3 4 MobileCOM Not to exceed 1/2 days 5 FireRECORDS Not to exceed 2 days 6 LawRECORDS Not to exceed 5 days Responsibilities and Completion Criteria: Tiburon Responsibility Client Responsibility a. Provide training for the Core Team a. Ensure Core Team participates in the training. Task Completion Criteria This task is complete when training for the Core Team has been conducted. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 11 Task 5-1 Beta Testing and Reporting Task Description: Client shall test the installed Tiburon Beta Applications and report the findings back to Tiburon. Responsibilities and Completion Criteria: Tiburon Responsibility Client Responsibility a. Set up process for tracking all issues, feedback and a. Test all Tiburon Beta Applications and report any request reported by the Client. feedback to Tiburon's application support center's b. Support Client testing of all Tiburon Beta web portal prior to the weekly workshops. Applications. b. Conduct a minimum of 40 hrs of testing per c. Make appropriate resources available to discuss Tiburon Application in a period of 45 -days. functionality and answer all questions to support c. Participate in the weekly workshops to review all testing. reporting findings to Tiburon. d. Conduct weekly workshops to discuss findings d. Test all patch builds delivered by Tiburon within from the week during the duration of this task. five (5) days of delivery. e. Deliver patch builds to support testing. Task Completion Criteria This task is complete when testing has been completed. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 12 Task S.B: Performance Testing Task Description: Client shall test and verify that the Beta project applications meet the performance criteria as defined in Attachment A of this Statement of Work. Responsibilities and Completion Criteria: Tiburon Responsibility Client Responsibility a. Respond remotely to the Client's inquiries during a. Monitor system operations and report any the availability test period deviation from criteria in Attachment A. Acceptance Criteria This task is complete upon completion of the performance period, which in no event shall exceed 30 days from the start of such testing period. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 13 Task 6: Review Beta Testing and Reporting Results Task Description: Tiburon and Client will review the results from Task 5A and Task 513. The goal of the task is to determine Client's approval to move forward with the subsequent tasks in this SOW. Responsibilities and Completion Criteria: Tiburon Responsibility a. Conduct a one (1) day onsite review meeting with the client to evaluate Task 5A and Task 5B results. b. Obtain approval to move forward with the subsequent tasks in this SOW. Client Responsibility a. Participate on the one (1) day onsite review meeting with Tiburon to evaluate Task 5A and Task 5B results. b. Decide whether or not to move forward with the subsequent tasks in this SOW. Decision to move forward affirms Client's decision to serve as a positive reference site, which may include participation via client visits, phone calls and/or letters to Tiburon. Task Completion Criteria This task is complete when the on-site meeting has been held. Tiburon will document the outcome of the meeting in the form of a letter Beta Statement of Work Page 14 Task 7: Client Training Task Description: Following approval to move forward from Task 6; the Client shall provide end-user training to staff in preparation of cutover activities in accordance with an agreed to schedule (not to exceed 30 -days). Responsibilities and Completion Criteria: Tiburon Responsibility Client Responsibility 7 a. Provide remote support to Client trainers during Client's training sessions. a. Client shall train remaining staff on the use of Tiburon Beta Applications. Such training shall not exceed thirty (30) days. Task Completion Criteria This task is complete when notification that training has been completed is obtained from the client. Beta Statement of Work Page 15 Task 8: Final Data Conversion and Cutover - Task Description: Final conversion of Client's data files will be accomplished in accordance with the data conversion plan prior to placing the Beta project application(s) in production status. Any delays caused by Client prior to or during cutover of specific subsystems or modules, will not prevent Tiburon from proceeding with subsequent tasks. Tiburon will support the cutover of those subsystems via remote access. Responsibilities and Completion Criteria: Tiburon Responsibility Client Responsibility a. Execute conversion programs in accordance with a. Correct any problems identified during the initial the approved data conversion plan, based on data conversion task prior to the cutover date. Clients final data files b. Provide Tiburon with the complete set of final data b. Review resulting files with the Client, document files to be converted in accordance with the data any problems, and collaborate with the Client on a conversion plan. plan for convective action. c. Review resulting files with Tiburon, document any c. Notify Client in writing, immediately following problems, and collaborate with Tiburon on a plan final data conversion, that the Tiburon Beta for corrective action. Application is ready for cutover. d. Notify Tiburon immediately upon intent of any d. Monitor the operation of the Tiburon Beta delays in cutover of specific subsystems or application(s) for up to five (5) days onsite. Any modules cutover delays resulting from Client cause shall be e. Begin using the Tiburon Beta Applications in supported via remote access rather than onsite. productive use e. Assist Client in utilizing and supporting the system(s). Acceptance Criteria This task is complete after Tiburon has delivered the final converted data and placed it in live production operation. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 16 Task 9: Reliability 7'esting Task Description: Client shall test and verify that the Beta project applications meet the reliability criteria in a production environment, as defined in Attachment B of this Statement of Work. Responsibilities and Completion Criteria: Tiburon Responsibility a. Be available for Client's inquiries during the reliability test period in accordance with Attachment B. Client Responsibility Up a. Monitor system operations and report any deviation from criteria in Attachment B. b. Report findings to Tiburon's application support center's web portal. Acceptance Criteria This task is complete upon completion of the reliability test period in accordance with Attachment B and Client reports their findings back to Tiburon, which in no event shall exceed 30 days from the start of such testing period. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 17 Task 10: Closing Task Description: Tiburon and Client shall conduct a post -project review meeting in order to at a minimum review the Beta process, any open issues and establish a mechanism for Client patches and delivery of subsequent version releases. At or before this meeting the parties shall update the Software License Agreement (SLA) and Master Support Agreement (MSA) as applicable. Tiburon Responsibility Client Responsibility a. Arrange and perform a turnover a. Participate in the turnover meeting b. Prepare a turnover document that will list any open b. Document any discrepancies found in the turnover issues from the Beta, establish a mechanism for document, if any. client patches, and delivery of subsequent version releases c. Assist in updating the Software License Agreement and Master Support Agreement, as c. Update the Software License Agreement and applicable. Master Support Agreement, as applicable. Task Completion Criteria This task, and project, is complete after the turnover meeting has been conducted. Task completion will be documented in a letter from Tiburon. Beta Statement of Work Page 18 .elttachment A: Performance Criteria CAD/MobileCOM and WebQUERY Performance Testing The purpose of the performance test is to ensure the Tiburon system responds within the parameters described in this attachment. The performance test will be conducted using automated load scripts provided by Tiburon which are supplemented with manual entries made by Client personnel following the test script. The test will rely primarily on the automated load scripts to generate the type and volume of transactions needed since Client participation will be limited to available Tiburon workstations. Tiburon's automated load scripts will generate the specified transaction load for CommandCAD. These scripts will not address WebQuery or MobileCOM transactions. Further, these scripts will not record or measure performance. The Client will record and measure system performance via observation by participants. Performance testing will encompass all transactions related to incident records as they flow through the system (e.g., entry, processing, monitoring and queries). Qualifying transactions include those identified in the CommandCAD, MobileCOM, and WebQUERY transaction matrices. The automated tools will generate all qualifying transactions for CommandCAD. Although it is not a typical response for every incident, the entry of miscellaneous information, assignment of backup units, and associated support functions provide an additional mix of transactions to represent the load of other incident assignments, display and control operations, and associated inquiry or other operations that may occur during actual operation. The performance testing parameters are contingent upon the following provisions: 1) Operator log on and off response times apply if single sign -on for network access and Tiburon Application is not employed, and the Tiburon Application has been launched. 2) During performance testing, the system must not be constrained by applications that are not certified for use by Tiburon. 3) The Tiburon provided automated load scripts will generate the equivalent number of qualifying transactions per minute on a concurrent basis at each workstation (as noted below) resulting in an aggregate transaction load of 575 transactions per minutes. 4) The load scripts will include the following CommandCAD transactions: a. Retrieve mail and/or saved message (retrieve last message in the queue). b. Check for prior incidents (closed incidents with location only). c. Create event and enter in pending queue (which includes transferring the incident to the responsible dispatcher). Beta Statement of Work Page 19 d. Call Receiver updates (supplement) the original incident with additional information (text). MISC command with a known unit on an active call. e. Select and display incident for dispatch, recommend units (not including calculated routing based recommendations). f. Recommend units including calculated routing based recommendation g. Assign unit(s) to an incident. h. Change unit status (e.g., enroute, onscene, transport to hospital, etc.) i. Change location of one unit j. Display premise/hazard file data for incident (PI command with unit id on an active call). k. Enter and display miscellaneous comments (text) in incident. I. Change type code of incident (making it a higher priority). m. Assign backup units ("B" command) n. Assign RMS case number (PD incident only) o. Retrieve tow/ambulance recommendation p. Clear secondary unit from incident q. Assign disposition code to incident r. Clear unit, put unit back into service and close incident s. Display an incident history record (keyed search using the IHQ command) t. Retrieve unit history u. Retrieve incident history v. Retrieve a current unit roster w. Check for premise/hazard information (by location) 5) Although this is not going be demonstrated during the performance test, Tiburon guarantees the system will support an aggregate transaction load of 2,780 transactions per minute as noted below. 6) Period of performance test will be approximately one (1) hour. 7) All activity will be logged with the logs collected at the end of the test and used as a basis for computing the results. 8) Tiburon does not provide contractual response time guarantees for this Beta project. The referenced response times are set forth as target times. 9) Response times are measured from the time the user hits the "enter" key to submit the transaction to the time the response appears on the screen. Beta Statement of Work Page 20 Workstations Ti-.iiis.ictioiis/Niiiiiite/Woi-listitioii CommandCAD 34 15 (assume 70% of MobileCOM units are AVL -equipped) MobileCOM 265 4 (assume 70% of MobileCOM units are AVL -equipped) WebQUERY 605 2 6) Period of performance test will be approximately one (1) hour. 7) All activity will be logged with the logs collected at the end of the test and used as a basis for computing the results. 8) Tiburon does not provide contractual response time guarantees for this Beta project. The referenced response times are set forth as target times. 9) Response times are measured from the time the user hits the "enter" key to submit the transaction to the time the response appears on the screen. Beta Statement of Work Page 20 Transaction response times must meet or exceed the following levels of performance for the following transactions initiated from workstations/MDCs operating on the same subnet as the servers in the production environment. Beta Statement of Work Page 21 RESPONSE ---1 0.5 second O 1 1 '• Operator log on Operator log off 0.5 second Operator log on (to simulate a change in employee) 0.5 second Retrieve mail and/or saved message (retrieve last message in thequeue) < 2 seconds Incident Entry Retrieve location and phone number from ANI/ALI using interface (from the time the call is answered) < 1 second Map at call receiver workstation displays location of caller < 2 seconds Validate address (last character entered to display of address) 0.5 second Check for possible duplicates (current incidents) < 1 second Check for prior incidents (closed incidents) < 1 second Check for premise/hazard information (by incident GUI button) < 1 second Create event and enter in pending queue (which includes transferring the incident to the responsible dispatcher) < 1 second Save event mask (or screen) and open an unrelated event mask (or screen) to create a new incident < 1 second Create incident from map < 3 seconds Call Receiver updates (supplement) the original incident with additional information (text) < 2 seconds Incident Management Select and display incident for dispatch, recommend units (not including calculated routing based recommendation) 0.5 second _ Recommend units including calculated routing based recommendation < 1 second Page a unit < 2 seconds Assign unit(s) to an incident 0.5 second Dispatcher map displays unit that has been dispatched to incident < 1 second Change unit status (e.g., enroute, onscene, transport to hospital, etc.) 0.5 second Beta Statement of Work Page 21 COMMANDCAD TRANSACTIONS Change location of one unit RESPONSE 0.5 second Dispatcher map displays updated location of unit < 1 second Display premise/hazard file data for incident 1 second Enter and display miscellaneous comments (text) in incident 0.5 second Zoom on map and display information related to incident < l second Change type code of incident (making it a higher priority) 0.5 second Open second command line < 0.25 seconds Retrieve updated unit recommendation (more units than initial recommendation) < I second Assign backup units ("B" command) < 1 second Assign RMS case number (for PD incident only) <1 second Retrieve tow/ambulance recommendation < 1 second Make data query to Federal, State and County systems currently supported in their production systems on a person (time from entry of request at workstation through message switch) 1 second Receive return on data query to Federal, State and County systems currently supported in their production systems on a person (time from receiving results on message switch until display at requestor's workstation) 1 second Clear secondary unit from incident < 1 second Assign disposition code to incident < 1 second Clear unit, put unit back into service and close incident < 1 second Display an incident history record (keyed search) < 2 seconds Retrieve unit history < 2 seconds Retrieve incident history < 2 seconds Retrieve a message sent from another user < 1 second Retrieve a current unit roster < 1 second Display results from wildcard search of a license plate (search CAD only) "ABC%%%" < 2 seconds Check for premise/hazard information (by location) < 2 seconds Beta Statement of Work Page 22 MOBILECOM TRANSACTIONS RESPONSE Transaction Response (applies to any transaction) < 2 seconds Display of Dispatch Message from CommandCAD Server Query CommandCAD History Events ("IHQ" command) < 3 seconds Roundtrip measurement Query CommandCAD Pending Events ("CSQ" command) < 3 seconds Roundtrip measurement Incident Management Display active incidents within specific jurisdiction < 1 second Map displays dispatch location/status of unit < 3 seconds Map displays locations of all units in a jurisdiction < 4 seconds Display active incidents within any jurisdiction in Client's service area < 3 seconds Display incident detail < I second Enter self -initiated incident (onview) < 3 seconds Retrieve and display premise (e.g., security gate codes, subscriber information) or hazard information < 3 seconds Change location of unit < 3 seconds Enter miscellaneous comment in incident < 2 seconds Display Pre-fre plan (e.g., building layout) < 2 seconds Display updates to incidents < 1 second Display incident history < 3 seconds Display unit history < 3 seconds Update unit status < 3 seconds Get RMS case number for an incident < 3 seconds Clear unit from incident with disposition and comments < 3 seconds Make data query to Federal, State and County systems currently supported in their production systems on a person (time from entry of request at workstation through message switch) < 4 seconds Beta Statement of Work Page 23 COMMANDCAD WEBQUERY TRANSACTIONSRESPONSE RESPONSE 1 ' TRANSACTIONS Receive return on data query to Federal, State and County systems currently supported in their production systems on a person (time from receiving results on message switch until display at requestor's workstation) —jl < 4 seconds Make a data query to Federal, State and County systems currently supported in their production systems on a license plate (time from entry of request at workstation through message switch) < 4 seconds Receive return on data query to Federal, State and County systems currently supported in their production systems on a license plate (time from receiving results on message switch until display at requestor's workstation) < 4 seconds < 2 seconds Search for incidents by type code < 8 seconds Retrieve unit status information for jurisdiction Display unit status for another unit < 3 seconds Display unit history for unit (assume users wants to see history of the unit they are logged onto) < 3 seconds Display unit history for another unit < 3 seconds Check premise history < 3 seconds Send message (e.g., to another MobileCOM user or dispatcher) < 3 seconds COMMANDCAD WEBQUERY TRANSACTIONSRESPONSE Operator log on < 6 seconds Operator log off < 6 seconds Retrieve incidents status for jurisdiction < 3 seconds Resort query results < 2 seconds Search for incidents by type code < 8 seconds Retrieve unit status information for jurisdiction < 3 seconds Display specific incident details by incident number < 2 seconds Display specific incident details by RMS case number < 2 seconds Beta Statement of Work Page 24 Display unit roster < 2 seconds Display unit history < 2 seconds Dispatch unit to an incident that has been viewed by dispatch < 2 seconds Create an incident < 2 seconds Place a unit on scene < 2 seconds Change unit status < 2 seconds Change unit location < 2 seconds Retrieve premise information on incident created by CommandCAD user < 3 seconds Enter miscellaneous comments to incident < 3 seconds Change type code < 2 seconds Retrieve RMS case number < 2 seconds Retrieve tow rotation < 2 seconds Make data query to NCIC on a person (time from entry of request at workstation through message switch) < 4 seconds Receive return on data query to NCIC on a person (time from receiving results on message switch until display at requestor's workstation) < 4 seconds Assign disposition to incident < 2 seconds Change disposition to incident < 2 seconds Clear unit < 2 seconds Send message to another user < 2 seconds LawRECORDS/FireRECORDS Performance Testing The application will demonstrate critical system availability levels of 95% or better. If, at the end of this test, system performance has not met or exceeded this required level, the performance test will continue until this level of performance has been demonstrated. Tiburon shall not be responsible for problems caused by external systems or entities outside of their control. A response time of five (5) seconds or less for ninety-five percent (95%) of all qualifying transactions entered is required. Transaction time is measured from the time the transaction is initiated to the time the first character appears on the screen. Beta Statement of Work Page 25 Qualifying transactions include: • Data Entry • Data Updates • Data Retrieval • Inquiries and Reports • Help Requests The system performance testing parameters are contingent upon the following provisions: 1) Qualifying transactions exclude the following transactions or processes, and will not be run concurrently with the system performance test period: • Ad hoc inquiries/reports • Database creation facilities • Batch processes • System updates - code table builds/rebuilds • External inquiry processes/updates • Mobile inquiry processes/updates/communication • Database maintenance: o Backups o Database purges o Database./index restructuring o Indexed responses exceeding 100 returns (e.g., Search on John Smith cannot return more than 100 names) 2) During system performance testing, the system must not be constrained by non -Tiburon applications. 3) Maximum of fifteen (15) concurrent users during test. 4) Period of performance test will be limited to a maximum of twenty (20) minutes. Tiburon does not provide contractual response time guarantees for this Beta project. Response times negatively impacted by network issues beyond Tiburon's control will require additional test comparison via a dedicated sub network connection to the primary server, at an additional cost. Beta Statement of Work Page 26 Attachment B: Reliability Criteria For a successful availability test, Tiburon 5.1 systems will demonstrate system availability over thirty (30) consecutive calendar days as stated below: • CommandCAD: 99.9% or better • LawRECORDS and FireRECORDS: 99.5° o CommandCAD will be considered "down" if event entry, dispatch, or CommandCAD status monitoring functions are unusable by every system user. LawRECORDS and FireRECORDS will be considered "down" if report entry, data entry, local ad hoc queries, system inquiries, or standard reports are unusable by every system user. Any continued use of the system which allows operation to continue will not be considered downtime. Downtime will begin at the time Tiburon is notified of the failure. The system shall not be considered down during any manual or automated failover process, or if it is operating in a backup mode or utilizing system spares. 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. In the event the system is down, system operation will be suspended and the problem will be diagnosed and corrected. After system restoration, the test period will resume, logging the time since Tiburon was notified of the failure as downtime. No software -related system changes or enhancements shall be made to any system undergoing availability testing unless such changes are directly related to addressing system failure. Beta Statement of Work Page 27 Attachment C.• Requu ed Hardware and Softi-vat-e CommandCAD Server Quad Core Xeon E5430 Processor2x6MB Cache, 2.66GHz, 1333MHz FSB Information, No Second Processor Minimum 4GB 667MHz (4XIGB), Dual Ranked Fully Buffered DIMMs No Keyboard Selected LOM NICs are TOE Ready Riser with 2 PCIe Slots for PowerEdge 1950 146G, l OK,SAS3G,2.5,HP PERC6i SAS RAID Controller 2x4 Connectors, Int, PCIe 256MB Cache Dual Embedded Broadcom NetXtreme 11 5708 Gigabit Ethernet NIC 8X DVD -ROM for PowerEdge 1950 Bezel for PE 1950 1x4 Backplane for 2.5 -inch Hard Drives Electronic Documentation and OpenManage DVD Kit 146G, l OK,SAS3G,2.5,HP Integrated SAS/SATA RAID 1 PERC 6/i Integrated/SAS6/iR Sliding Rapid/Versa Rails and Cable Management Arm,Universal Energy Smart Redundant Power Supply with Y -Cord 20GB OS Partition Override for Microsoft OS Options, PowerEdge Power Cord, NEMA 5-15P to C14,15 amp, wall plug, 10 feet: 3 meter Windows Server 2003 R2 Standard Edition with SP2 Includes 5 CALS PC Anywhere 12.5 WinZip 10 Veritas Backup Exec Agent Windows Server 2008 64-bit PM CommandCAD Test Server Quad Core Xeon E5430 Processor2x6MB Cache, 2.66GHz, 1333MHz FSB Information, No Second Processor Minimum 4GB 667MHz (4XIGB), Dual Ranked Fully Buffered DIMMs No Keyboard Selected LOM NICs are TOE Ready Riser with 2 PCIe Slots for PowerEdge 1950 146G, l OK,SAS3G,2.5,HP PERC6i SAS RAID Controller 2x4 Connectors, Int, PCIe 256MB Cache Dual Embedded Broadcom NetXtreme 11 5708 Gigabit Ethernet NIC 8X DVD -ROM for PowerEdge 1950 Bezel for PE 1950 1 x4 Backplane for 2.5 -inch Hard Drives Electronic Documentation and OpenManage DVD Kit 146G,1 OK,SAS3G,2.5,HP Integrated SAS/SATA RAID 1 PERC 6/i Integrated/SAS6/iR Sliding Rapid/Versa Rails and Cable Management Arm,Universal Energy Smart Redundant Power Supply with Y -Cord 20GB OS Partition Override for Microsoft OS Options, PowerEdge Power Cord, NEMA 5-15P to C14,15 amp, wall plug, 10 feet / 3 meter Beta Statement of Work Page 28 Windows Server 2003 R2 Standard Edition with SP2 Includes 5 CALS PC Anywhere 12.5 WinZip 10 Veritas Backup Exec Agent Windows Server 2008 64-bit PM Law/FireRECORDS Database Server Quad Core Xeon E5430 Processor2x6MB Cache, 2.66GHz, 1333MHz FSB, PE2950 Information, No Second Processor 8GB 667MHz (4XIGB), Dual Ranked Fully Buffered DIMMs No Keyboard Selected LOM NICs are TOE Ready Riser with 3 PCIe Slots for PowerEdge 2950 146G, l OK,SAS3G,2.5,HP PERC6i SAS RAID Controller, 2x4 Connectors, Int, PCIe, 256MB cache, x8 Bkpl No Floppy Drive w./Filler Panel ONBOARD BROADCOM 5708 1GBE NETWORKING Optical Drive Cable, SATA PE2950,PE1950 DVD- ROM, SATA, Internal Bezel for PE 2950 lx8 Backplane for 2.5 -inch Hard Drives, PE2950 III Electronic Documentation and OpenManage DVD Kit 146G, l OK,SAS3G,2.5,HP Integrated SAS/SATA RAID 6, PERC 6!i Integrated Universal Sliding RapidNersa Rails, includes Cable Management Arm Energy Smart Redundant Power Supply with Y -Cord 20GB OS Partition Override for Microsoft OS Options, PowerEdge Power Cord, NEMA 5-15P to C14,15 amp, wall plug, 10 feet / 3 meter 146G, l OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP Windows Server 2003 R2 Standard x64 Edition with SP2 Includes 5 CALs PC Anywhere 12.5 WinZip 10 Veritas Backup Exec Agent Windows Server 2008 64-bit PM Law/FireRECORDS Application Server Quad Core Xeon E5430 Processor2x6MB Cache, 2.66GHz, 1333MHz FSB Information, No Second Processor Minimum 4GB 667MHz (4X1GB), Dual Ranked Fully Buffered DIMMs No Keyboard Selected LOM NICs are TOE Ready Riser with 2 PCIe Slots for PowerEdge 1950 Beta Statement of Work Page 29 146G, l OK,SAS3G,2.5,HP PERC6i SAS RAID Controller 2x4 Connectors, Int, PCIe 256MB Cache Dual Embedded Broadcom NetXtreme 11 5708 Gigabit Ethernet NIC 8X DVD -ROM for PowerEdge 1950 Bezel for PE 1950 1 x4 Backplane for 2.5 -inch Hard Drives Electronic Documentation and OpenManage DVD Kit 146G,1 OK,SAS3G,2.5,HP Integrated SAS/SATA RAID 1 PERC 6/i Integrated/SAS6/iR Sliding Rapid/Versa Rails and Cable Management Arm,Universal Energy Smart Redundant Power Supply with Y -Cord 20GB OS Partition Override for Microsoft OS Options, PowerEdge Power Cord, NEMA 5-15P to C14,15 amp, wall plug, 10 feet /3 meter Windows Server 2008 64-bit PM PC Anywhere 12.5 WinZip 10 Veritas Backup Exec Agent CommandICAD Data Warehouse Server Quad Core Xeon E5430 Processor2x6MB Cache, 2.66GHz, 1333MHz FSB, PE2950 Information, No Second Processor 8GB 667MHz (4X1GB), Dual Ranked Fully Buffered DIMMs No Keyboard Selected LOM NICs are TOE Ready Riser with 3 PCIe Slots for PowerEdge 2950 146G,1 OK,SAS3G,2.5,HP PERC6i SAS RAID Controller, 2x4 Connectors, Int, PCIe, 256MB cache, x8 Bkpl No Floppy Drive w/Filler Panel ONBOARD BROADCOM 5708 1GBE NETWORKING Optical Drive Cable, SATA PE2950,PE1950 DVD- ROM, SATA, Internal Bezel for PE 2950 1 x8 Backplane for 2.5 -inch Hard Drives, PE2950 III Electronic Documentation and OpenManage DVD Kit 146G, l OK,SAS3G,2.5,HP Integrated SAS/SATA RAID 6, PERC 6/i Integrated Universal Sliding Rapid/Versa Rails, includes Cable Management Arm Energy Smart Redundant Power Supply with Y -Cord 20GB OS Partition Override for Microsoft OS Options, PowerEdge Power Cord, NEMA 5-15P to C14,15 amp, wall plug, 10 feet /3 meter 146G,1 OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP 146G,1 OK,SAS3G,2.5,HP 146G,1 OK,SAS3G,2.5,HP 146G,1 OK,SAS3G,2.5,HP 146G, l OK,SAS3G,2.5,HP Windows Server 2008 PC Anywhere 12.5 WinZip 10 Beta Statement of Work Page 30 Veritas Backup Exec Agent Microsoft SQL Server CommandCAD Workstation OptiPlex 760 Minitower Base Standard PSU (224-2211) Genuine Windows Vista® Business Bonus -Windows XP Professional downgrade (467-7451) Intel® Pentium® Dual Core Processor E5200(2.50GHz,2M,80OMHz,FSB) (317-0173) 4GB DDR2 Non -ECC SDRAM,80OMHz, (3 DIMM) (311-9528) Dell USB Keyboard, No Hot Keys (330-1987) Dell 19 inch E198FP Flat Panel, Analog (320-5578 Dell 19 inch E198FP Flat Panel, Analog (320-5578 Dell 19 inch E198FP Flat Panel, Analog (320-5578 Integrated Video, Inte[A, GMA 4500 (320-7407) 250GB SATA 3.OGb/s and 8MB DataBurst CacheTM (341-5474) No Floppy Drive (341-3909) Dell USB Optical Mouse with Scroll, All Black Design (330-2733) Intel Standard Manageability, Hardware Enabled Systems Management (330-2902) 16X DVD+/ -RW SATA, Roxio Creatofrm CyberlinkPowerDVDTM (313-7104, 420-7963, 420-9179) Heat Sink for Intel Celeron Core 2 Duo Processors, Minitower (311-9522) No Speaker, OptiPlex (313-4825) OptiPlex 760 Minitower Standard Power Supply (330-1980) Opti 760 Documentation English (330-1710, 330-1711) Dell Energy Smart Power Management Settings Enabled (310-9504) Resource DVD - contains Diagnostics and Drivers for Vista systems (330-2019) 3 Year Basic Limited Warranty and 3 Year NBD On -Site Service (991-3742, 991-6470, 992-6527.992- 6528) No Onsite System Setup (900-9987, 900-9987) Shipping Material for System, Minitower (330-1186) FireMV 2400 PCIe 256MB Quad Video Adapter (A1239684) Law/FireRECORDS Workstation Intel Pentium 4 processor (or equivalent) at 2 GHz or faster 1 MB or more cache 533MHz Front Side Bus (or faster) Minimum 2GB RAM 30Mb or more free disk space Microsoft Windows XP Professional SP2 or SP3 Video Display Card supporting a minimum resolution of 1280 by 1024 pixels with a color depth of at least 10,000 colors (24 -bit "true color"). One 17 -inch (or larger) LCD display or optional CRT supporting a resolution of at least 1280 x 1024 pixels with a color depth of at least 10,000 colors (24 -bit "true color"). CD-ROM reader (24X or higher recommended) Keyboard Pointing device (mouse, track ball, etc.). Optical mouse with scrolling recommended. 10/100/1000MB Network Interface Card Sound card and speakers (optional) Beta Statement of Work Page 31 MobileCOM Workstation 1.4 GHz Pentium M Processor or faster (Intel Core 2 Duo preferred) Minimum 2GB is preferred with mobile mapping for optimal performance Microsoft Windows XP Professional SP2 or SP3. 60GB Hard Disk or larger (5400RPM or faster SATA preferred) Color Display supporting a resolution of 1024 by 768 pixels (XGA) or higher Keyboard (backlit optional) Pointing Device (Touch Screen recommended) 802.11 blg recommended (optional) Serial Port(s) (As required to connect with RF modem, GPS Receiver, etc) PCMCIA Slot(s) (If required for RF modem, GPS Receiver, etc.) USB Ports (As required to connect with peripheral devices such as Magnetic Stripe readers, etc.) Recommend MIL -STD 81 OF compliance for ruggedness (optional) Bluetooth (optional - If required for connection with peripheral devices, printers, etc.). Sound card Internal speaker or optional amplified external speaker (to support text -to -speech functionality) Map Setup Server Intel Pentium 4 processor (or equivalent) at 2 GHz or faster 1 MB or more cache 533MHz Front Side Bus (or faster) Minimum 2GB RAM 30GB or more free disk space Microsoft Windows XP Professional Video Display Card supporting a minimum resolution of 1280 by 1024 pixels with a color depth of at least 10,000 colors (24 -bit "true color"). One 17 -inch (or larger) LCD display or optional CRT supporting a resolution of at least 1280 x 1024 pixels with a color depth of at least 10,000 colors (24 -bit "true color"). CD-ROM reader (24X or higher recommended) Keyboard Pointing device (mouse, track ball, etc.). Optical mouse with scrolling recommended. 10/100/1000MB Network Interface Card Sound card and speakers (optional) The client machines will need at least 30 Mb of free hard disk space.. Beta Statement of Work Page 32 ;1 ttachment D: Location Verification Guidelines Attachment D is a separate document titled "MaverickLVS — Map Content and Construction". This document is embedded for access. 1*0 MaverickLVS-Map Content and Constru Beta Statement of Work Page 33 EXHIBIT 3 To Beta System Implementation Agreement INITIAL PROJECT SCHEDULE This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 2010, 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 Beta System Implementation Agreement Exhibit 3, Initial Project Schedule C) � � § § \ § k 2 § § § �— § r �' s2 § \ - �/ ■ v § § 2- 0 § § ek9� j? ƒ c2 §f a . e • § ' 2 $ r q} A p k§ n � � )' k k � 2 ( 7) a; b [ A Ca IL I / m k E 2 = — E c % / E 7 3 3 % k / k - / ƒ t : 2 \ . $ § ƒCIO (D $f E ' § CL- - o J LO § I / : \ F-2 t a a c e e o ± § ] 'a E 7 00 3 <� ) k k 7 (co 4) CO § 9 2 b \ E $ f = k)k �)\/ECc //_ kk\ /kF- _ . ee22ce� 0 -2 D$ $ $§ a 7 � f o 0) 4) O m a. § a:_ o .. o = _ .. $ { J j f % § % % % { n § § a 2Fc-0 § / / d / / / / e e e kk _ Q o IL CO <W;come/a \c�mn« 2 EXHIBIT 4 To Beta System Implementation Agreement SOFTWARE LICENSE AGREEMENT This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 2010, 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 The Software License Agreement shall follow this cover page. Page 1 of 1 Beta System Implementation Agreement Exhibit 4, Software License Agreement CONTRACT NO. Resolution No. 2010-R0317 6086- - SOFTWARE LICENSE AGREEMENT This Software License Agreement is made and entered into as of the 26th day of May , 2005 (the "Effective Date"), by and between the City of Lubbock, Texas, with its principal place of business at 916 Texas Avenue, Lubbock, Texas 79413 (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 or developers of third party products provided to the Licensee by Tiburon, including, without limitation, all Page 1 of 9 040103 Software License Agreement 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. 1.17. "Tiburon" is defined in the preamble hereof. Page 2 of 9 040103 Software License Agreement 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 Section 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 Sublicensed Application, in Object Code only, on the Authorized Server with respect thereto and at the Authorized Sites with respect thereto; (b) to conduct internal training and testing on each Licensed Application and each Sublicensed Application; (c) to perform disaster recovery, backup, archive and restoration testing, and implementation with respect to each Licensed Application and each Sublicensed Application; (d) to make no more than two (2) archival copies of any Licensed Application or Sublicensed Application, provided that each copy of any Licensed Application shall Include 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 been paid in full in accordance with the payment terms set forth in the applicable implementation agreement. 2.3. Restrictions on Use (a) The Licensee agrees to use the Licensed Applications and the Sublicensed Applications only for the Licensee's own use. The Licensee shall not allow use of any Licensed Application or any Sublicensed Application by any parent, subsidiaries, affiliated entities, or other third parties, or allow any Licensed Application or any Sublicensed Application to be used on other than on the Authorized Server at the Authorized Site with respect thereto. (b) Except as otherwise specifically set forth in Section 2.1 hereof, the Licensee shall have no right to copy any Licensed Application or any Sublicensed Application. Any copy of any Licensed Application (whether or not such copy is permitted) shall be the exclusive property of 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 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-complle 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 as set 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 AGREEMENT, EVEN IF TIBURON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS Page 4 of 9 040103 Software License Agreement 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 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. Page 5 of 9 040103 Software License Agreement 6.5. Survival. Unless mutually agreed otherwise in 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 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 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. 7.7. 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. Page 6 of 9 040103 Software License 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 Drive Fremont, CA 94538 Phone: 510-792-2108 Fax: 510-742-1057 To Licensee: Attn: Mark Yearwood City of Lubbock, Texas 916 Texas Avenue Lubbock, TX 79413 Phone: (806) 775-2399 Fax: (806) 775-3033 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. 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. Page 7 of 9 040103 Software License Agreement 7.15. 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, until a period beginning twelve (12) months after such person's employment with the other party terminated. Page 8 of 9 040103 Software License Agreement SIGNATURE PAGE CITY OF LUBBOCK a c Kratfbug I, Mayor ATTEST: APPROVED AS TO FORM: ,�--La`��,e,, Linda Chamales, Supervising Attorney Office Practice Section APPROVED AS TO CONTENT ")t....1 " Mark earwoo irectbr Information Techoology TIBURON, INC. &2'� N me: Ken Elm r Title: SVP Finance & Administration Page 9 of 9 040103 Software License Agreement EXHIBIT 1 To Software License Agreement LICENSED APPLICATIONS AND AUTHORIZED ENVIRONMENTS This Exhibit is attached to, incorporated into and forms part of the Software License Agreement, dated MAV U , 200, , 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 CAD/Ti Compaq MI -530, serial no: 916 Texas Avenue, Lubbock, TX 79413 13334LFZ21-1000 RMS/Ti Compaq MI -530, serial no: 916 Texas Avenue, Lubbock, TX 79413 133341-FZ21-1002 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 911 Mapping Compag MI -530, serial no: 916 Texas Avenue, Lubbock, TX 79413 D334JQ51 1-1000 Page 1 of 1 040103 Software License Agreement Exhibit 1 EXHIBIT 5 To System Implementation Agreement SUPPORT AGREEMENT This Exhibit is attached to, incorporated into and forms part of the System Implementation Agreement, dated , 2010, 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. The Support Agreement shall follow this cover page. Page 1 of 1 Beta System Implementation Agreement Exhibit 5, Support Agreement CONTRACT NO. ( )Resolution No. 2010-80317 6084 - MASTER SUPPORT AGRILEMENT This Master Support Agreement (this "Agreement") is entered into this 26th day of May , 2005(the "Effective Date"), by and between the City of Lubbock Texas with 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"). 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 during 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 Section 24 hereof [Notices], a single individual to act as the account manager for purposes of coordinating technical support as set forth herein (the "Account Manager"). The Account Manager shall ensure 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 "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]. Page 1 of 14 Lubbock TX Master Support Agreement (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) subject to the Client's obligations under Section 5.5 hereof (Maintenance and Back -Ups], test the back-up procedure on a monthly basis by mounting back-up tapes of a specific date for examination. (f) Interface Updates. 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 Support Options 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 request Tiburon 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. 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 Page 2 of 14 Lubbock TX Master Support Agreement 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 support. 5. Client Responsibilities 5.1. Technical Service Requests. The Client shall provide all information requested by Tiburon necessary to complete its Technical Service Request Form for each request for technical 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 '71" data connection] [a dial-up modem, telephone termination, Page 3 of 14 Lubbock TX Master Support Agreement 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 for 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. 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 Page 4 of 14 Lubbock TX Master Support Agreement 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 on Exhibit 3 attached hereto and incorporated herein by this reference and otherwise maintain sufficient personnel with sufficient training and experience to perform its obligations under this Agreement. 5.13. 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. 6. Exclusions 6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities] and in the Software License Agreement. Any Additional Support Option provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities], in the Software License Agreement and in the exhibit pertaining to such Additional Support Option. 6.2. Erroneous Reported Problems. If 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 of Remote Access. If the Client fails for any reason to provide remote access to the System as required by Section 5.2 hereof [Remote Access], 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 Page 5 of 14 Lubbock TX Master Support Agreement 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 at Tiburon's then current technical service rates plus all related travel, per diem and 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 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, until 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 Page 6 of 14 Lubbock TX Master Support Agreement 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 the terms hereof and having a need to know such information in connection with the Client's performance of its obligations hereunder, or use such information other than in connection with the performance of its obligations hereunder. The term 'Tiburon Confidential Information" shall include the Covered Applications 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, 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 7.2, Tiburon shall be entitled to an injunction obtained from 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 domain; (b) is rightfully known by the recipient without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by the disclosing party to disclose. 7.4. Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof, disclosure of Client Confidential Information or 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; 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 under the Texas Public Information Act and that Client may received requests for information about this Agreement, other agreements existing between the partles (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 Page 7 of 14 Lubbock TX Master Support Agreement 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. 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 of the State of 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) 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. 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 being provided hereunder or for which a claim might 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. 9. 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. Page 8 of 14 Lubbock TX Master Support Agreement 10. Informal Dispute Resolution 10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 10.1. (a) If either party (the "Disputing Party') disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (b) If such dispute is not resolved by the Account Manager and the Technical Coordinators responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a "Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (c) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. (d) If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below, the parties may assert their rights under this Agreement. Escalation Timetable Tiburon Client (Business Days) Representative Representative 0 to 5" Operations Manager I r 15t -ai=r 6'h to 10`h Division Manager li �!Iag-r-T©P- 11' 11' to 15°i Executive Officer RO L t C.L,-- 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 jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 11. Termination 11.1. Termination for Failure of License. In the event that the license relating to any of the Covered Applications is terminated or becomes unenforceable for any reason, 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 Page 9 of 14 Lubbock TX Master Support Agreement the services hereunder for all or any portion of the Covered Applications until the Client's account is brought current. 11.3. Termination for Other Defaults. Subject to completion of the dispute resolution procedures set forth in Section 10.1 hereof [Informal Dispute Resolution], in the event that either party hereto materially defaults in the performance of any of its obligations hereunder (other than payment defaults covered under Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the defaulting party thirty (30) days' prior written notice of termination delivered in accordance with Section 24 hereof [Notices], which notice shall identify and describe with specificity the basis for such termination. If, prior to the expiration of such notice period, the defaulting party cures such default to the satisfaction of the non -defaulting party (as evidenced by written notice delivered by the non -defaulting party in accordance with Section 24 hereof), termination shall not take place. 11.4. Termination Without Cause. Either party hereto may terminate this Agreement without cause by providing the other party at least 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 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 Page 10 of 14 Lubbock TX Master Support 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. 1s. 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. 18. Advice of Counsel Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into this Agreement. 19. Amendment No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of the parties hereto. 20. Waiver In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 21. Force Majeure Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable precautions, and cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party hereto; or any other act or condition beyond the reasonable control of the non-performing party. Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event'), the non - Page 11 of 14 Lubbock TX Master Support 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. 22. Severability If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 23. Entire Agreement This Agreement sets forth the final, complete and exclusive agreement and understanding between 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. 24. Notices All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre -paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre -paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. If to 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: City of Lubbock, Texas 916 Texas Avenue Lubbock,Texas 79413 Attention: Mark Yearwood Phone: (806) 775-2399 Fax: (806) 775-3033 Page 12 of 14 Lubbock TX Master Support Agreement 25. Construction The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 26. Counterparts This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and both of which shall constitute one and the same document. Page 13 of 14 Lubbock TX Master Support Agreement CITY OF LUB ATTEST: Rebe&a Garza, City Secretary APPROV S TO TENT tl'a-f de Jones, Police V APPROVED AS TO FORM: ��/� Com` ��Q•,•.� Linda Chamales, Supervising Attorney Office Practice Section APPROVED AS TO CONTENT Markfte—a?Woofil, Director I formation Tecqnology SIGNATURE PAGE TIBURON, INC. N e: Ken Elmer Title: SVP Finance & Administration Page 14 of 14 Lubbock TX Master Support Agreement EXHIBIT 1 To Master Support Agreement DEFINITIONS This Exhibit is attached to, incorporated into, and forms a part of the Master Support Agreement, dated MAY 2lp , 200 5, 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. 13. "Dispute Notice" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement. Page 1 of 3 Lubbock TX Master Support Agreement Exhibit 1 - Definitions 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 fumished 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 March 318t 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. 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 be 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. Page 2 of 3 Lubbock TX Master Support Agreement Exhibit 1 - Definitions 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 of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any Communications Interfaces installed on any of the Authorized Servers, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites. 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. Page 3 of 3 Lubbock TX Master Support Agreement Exhibit 1 - Definitions EXHIBIT 2 To Master Support Agreement COVERED APPLICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated May 26, 2005, between the Client and Tiburon, Inc. (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 will provide the Basic Support described in Section 2.1 [Basic Support] of the Agreement for the software applications identified in the table below. The annual fee for such support shall be as set forth in the table below. Such support will commence upon the expiration of any applicable Warranty Period as set forth in the table below. CLIENT # M1252-10 Covered Application CAD/Ti RMS/Ti 911 Mapping FireRECORDS Authorized Site 916 Texas Avenue Lubbock, TX 79413 Make, Model, Serial Number of Authorized Server Compaq, MI -530, D334LFZ21-1000 Compaq, MI -530, D334LFZ2H002 D334JQ51 1-1000 Maintenance Period Period Start Date Stop Date 12 mo 4/1/10 3/31/11 Annual Fee $ 62,583.00 12 mo 4/1/10 3/31/11 $ 52,830.00 12 mo 4/1/10 3/31/11 $ 13,018.00 12 mo 4/1/10 3/31/11 $ 22,050.00 Total $150,481.00 Page 1 of 1 2010 Master Support Agreement Lubbock Texas Exhibit 2 — Covered Applications EXHIBIT 3 To Master Support Agreement TRAINING This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated Mky 2& 2005, 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. CAD/Ti Maintenance Training CAD/Ti User Training RMS/Ti Code Table Training RMS/Ti User Training GCT User Training System Administration Training Page 1 of 1 012003 Master Support Agreement Exhibit 3 - Training EXHIBIT 4 To Master Support Agreement THIRD -PARTY SUPPORT CONTRACTS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated MAY 24, 2005, 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. Microsoft SQL Server Microfocus Runtime License Compaq Servers Page 1 of 1 012003 Master Support Agreement Exhibit 4- Third Party Support Contracts EXHIBIT 5 To Master Support Agreement SITE, SYSTEM AND NETWORK SPECIFICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated MAY 2E, 200 5, 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. All Documentation is maintained in the Final Site Plan. (Attached) Page 1 of 1 012003 Master Support Agreement Exhibit 5 — Site, System and Network Specifications i� ® Tiburon Resolution No. 2010-RO317 City of Lubbock SITE PLAN 1 April 2005 Tiburon Inc. 39350 Civic Center Drive, Fremont, CA 94538 (510)792-2108 ity of Lubbock Notices: New publications incorporate all updates issued since the previous publication. Update packages, issued between publications, contain additional and/or replacement pages which should be merged into the most recent publication of the guide. Tiburon Inc. reserves the right to alter or improve the equipment, software and/or specifications detailed in this document at any time and without any notice. The information detailed in this documentation could contain technical or typographical errors. Tiburon Inc. waives any responsibilities incurred by anyone outside the company for labor or material cost as a result of using this document. Tiburon Inc. shall not be held liable for any damages including, but not limited to, consequential, incidental special damages or loss of profits as a result or in connection with this document or its use. While every effort has been made to prepare an accurate, thorough and error -free document, your comments and suggestions regarding improvements to this user's manual are appreciated. Copyright: All rights reserved. No part of this document may be reproduced in any form, including photocopying or translation to another language, without the prior written consent of Tiburon Inc. Copyright C 2002 by Tiburon Inc. Printed in the United States of America. Trademarks: The following are trademarks or service marks of Tiburon Inc. and are registered or pending in the United States of America. ®, Tiburon Inc.TM, CAD - Computer Aided Dispatch(D, Computer Aided Dispatch/20000, CAD/20000, Records Management System/2000TM, RMS/2000TM, Message Switching System/2000TM, MSS/2000TM, Judicial Management System/2000TM, JMS/2000TM, Corrections Management System/2000TM, CMS/2000TM, PIMS/2000TM, JDLTM, GPATM, GMSTM, RTMTM, APS/2000TM, CAD Activity Reporting System/CARSTM, Computer Assisted Public Safety System/CAPSTM All other brand and product names referenced in this guide are trademarks of their respective companies. Publication History: Publication Date This document was printed on April 1, 2005 Tiburon, Inc. October 18, 004 I 1 City of Lubbock INTRODUCTION It is the purpose of this document to layout a detailed plan for the on site system installation to be conducted by Tiburon as part of the City of Lubbock's CAD/RMS/ARS Project. This Site Plan will be broken down into the following areas: ♦ Hardware Review ♦ System Architecture ♦ Network Review 2 HARDWARE REVIEW The City of Lubbock purchased new Compag ML530 processor units for both the CAD and RMS servers. They are solely responsible of all third party support contracts for hardware, operating system, compilers and data base software. 3 SYSTEM ARCHITECTURE The system hardware includes the following items: 1. Primary RMS/ARS Server 2. Primary CAD/MSS Server 3. WebQuery/CARS Server The core CAD system is comprised of the Tiburon CAD/Ti software running on a Compaq ML530 server. The core RMS/ARS/MSS system is comprised of the Tiburon RMS/Ti software running on Compaq ML530 server. User Access to CAD is primarily via the CAD/Ti GUI workstation software, while access to the RMS data is either by using the Tiburon RMS GUI workstations station software or the Web Query server and a Web Browser on the client computer. 4 NETWORK REVIEW The City of Lubbock local area network at this location is switched 1 Gbs to all servers and desktops. Overall the local area network seems to be in good condition. Only TCP protocols are used by the Tiburon applications. Generally speaking the bandwidth requirements of a workstations is approximately 56Kbs. This value can be used to determine the required network bandwidth form the server to various locations on the network. Any computer running the RMS/Ti client software needs to be able to reach the distribution server and access the distribution share in Windows Explorer without being Tiburon, Inc. October 18, 004 1 I City of Lubbock denied, blocked, or asked for a password. The easiest way to accomplish this is to place all these machines and the distribution server in one domain (whether it's a RMS -specific domain or a more general one), although alternate methods are possible. Distribution Server considerations: ensure that any workstations that are to run the RMS/Ti software have free access to the distribution share for it on the distribution server (that no password will be requested), preferably by putting them all on a single domain or a system of trusted domains. a) The share must be accessible from all the workstations that will run the RMS client software, at all times the machine is up, without the need to supply a password (preferably through the use of domains, but via whatever method, this folder must be reachable). b) The share should be read-write. c) In some cases, not all terminals will get a distribution simultaneously, because of server limits on the number of connections. This is generally considered acceptable; they will get the update the next time they restart. 5 SUPPORT ACCESS City of Lubbock will provide a VPN access to the City's network to allow remote support of the Tiburon systems. A copy of PC Anywhere will be installed on each Intel based server to allow Tiburon support personnel remote access to the servers. Also it is desirable to enable Terminal Services on the Intel based servers. Also, a registered copy of Winzip should be installed on all Intel based servers. (This is used for transferring files to and from the servers. These files may be new application files to be placed on the distribution server or diagnostic files that are transferred to Tiburon for troubleshooting.) 6 INTERFACES The CAD system supports the following Interfaces: TLETS — State of Texas DPS interface Alphanumeric Paging Fire Alerting (Zetron 626) E911 —Plant interface Fire Rip and Run Interface MDS — Mobile Data System Tiburon, Inc. October 18, 004 EXHIBIT 6 To Master Support Agreement BACK UP SCHEDULE AND PROCEDURES This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated mNy 26, 2005 '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. The Client is responsible for making necessary database backups on a scheduled basis and for storing backups in a secure location as per Tiburon's training during System Administration. Page 1 of 1 012003 Master Support Agreement Exhibit 6 — Back Up Schedule and Procedures P.O. Box 2000.1015 9th Street Lubbock, Texas 79457 (806) 775-2751 • Fax (806) 775-2781 Ms. Loren Hopper Contract Administrator Tiburon, INC - CompuDyne 39350 Civic Center Drive Fremont, California 94538 Resolution No. 2010-RO317 Lubbock Police Department Police Administration June 2, 2005 Ref: Master Support Agreement Software License Agreement Ms. H er, Enclosed are signed copies of the Master Support Agreement and the Software License Agreement for our Tiburon Products. Mark Yearwood, our Information Services Manager, will process the maintenance invoice and send the annual maintenance payment to the address listed. Please call me at 806-775-2751 if you need any other assistance regarding this agreement. Christoph r J. Powe Commander, Police Administration