HomeMy WebLinkAboutResolution - 5286 - Agreements - Tiburon Inc - Software Maintenance Agreements - 09/26/1996RESOLUTION NO. 5286
September 26, 1996
Item #9
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 Software Maintenance Agreements with
Tiburon, Inc., in substantially the same form as the agreement attached hereto with the exception
of term and price, which Agreements shall be spread upon the minutes of the council and as
spread upon the minutes of this Council shall constitute and be a part of this Resolution as if
fully copied herein in detail
Passed by the City Council this 26th day
ATTEST:
APPROVED AS TO CONTENT:
Tom Tuning, Managing irect
Information & CommunicatiGirServices
ApkedocsViburon.res
September 17, 1996
RESOLUTION NO.5286
September 26, 1996
Item. X69
EXHIBIT B
SCHEDULE OF SERVICES AND CHARGES
Basic Services
TIBURON will provide basic services as defined in the Statement of Work contained in the Section 2
of the Extended Service Agreement for the software systems as defined in Exhibit A.
Support for Computer Aided Dispatch, Message Switch and Jail Management Systems is 24 hours per
day, 7 days per week. Support for other products is from 6:30 a.m. to 5:00 p.m. Pacific Time,
excluding weekends and normal TIBURON holidays. Optional "24/7" support is available for these
products. In all cases, call -out charges will apply as described below.
Release Management Program
New software versions typically include significant application changes and may require TIBURON's
technical support to install. TIBURON services may be charged at the Technical Services Rate
defined below, if agreed upon in writing, in advance. Significant application changes include but are
not limited to system architecture, user interfaces, system externals, and database structure.
Software releases include problem fixes and software enhancements. They do not typically require
TIBURON's on site assistance to install. TIBURON installation and special tailoring, if required, may
be charged at the Technical Service Rate defined below.
New Products
Additional TIBURON software systems, subsystems and TIBURON provided third -party products,
such as hardware, and networking software may be acquired under this agreement. TIBURON
installation, special tailoring, license fees and third -party peripherals required shall be charged at the
then current Technical Services Rate or as quoted by the third party.
"24/7" Service Option $ per year
(initial)
Products not normally covered by 24-hour support may optionally be supported with 24-hour
coverage (including TI13URON holidays). Applicable call -out charges continue to apply. If this
option is not in force, technical support requests outside of covered hours are charged at technical
service rates as defined below.
Prepaid Technical Support Resource Pool $ per year
(initial)
A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical
Support will always be calculated at the TIBURON facility rate and will be subtracted from this dollar
amount as incurred. Any unused portion of this account is carried over to the next contract year.
Gold Card Service Option $
(initial)
A total support program is tailored for CLIENT and includes a schedule of on-site visits by
TIBURON personnel for data base management, working with end users to identify and resolve
problems and to apply agreed upon software changes, installation of new software products obtained
through this Agreement, and a comprehensive training program. (If selected by CLIENT the terms of
this option are defined in the Gold Card Service Schedule, which will be attached as Exhibit C and
incorporated herein by reference.)
Operations Review $2,500 per year
(initial)
TIBURON personnel will visit the client site periodically and meet with management, operations and
other user personnel to conduct an operations review of the systems and an analysis of the CLIENT's
automation requirements. A report will be produced to include observations and recommendations as
regards the use of the system. Working with the CLIENT, this review will be further documented in
the form of a multi-year automation plan for the CLIENT. There will be no charge for this service if
total annual maintenance exceeds $20,000.
National User Group Membership $ per year
(initial)
A National User Group (NUG) meeting sponsored jointly by TIBURON and the National User Group
will take place annually in a location near TIBURON's headquarter office in Fremont, California. This
meeting will include, but not to be limited to: training classes, demonstrations of TIBURON
application software modules, user submitted software programs and procedures and demonstrations
of complementary third party products. Additionally, the technical resources of TIBURON will be
available to attendees for discussion on product content.
The NUG charges an annual fee. Payments by the client to the NUG for the annual fee, NUG meeting
attendance and/or travel associated with the NUG activities may be included in this agreement.
Technical Service Rates
Technical Services Rates shall be deducted from the Prepaid Technical Support Resource Pool, or if
that option is not available, they shall be invoiced to CLIENT as incurred.
1. Technical Service Rates
Technical support shall be charged at the following rates:
At TIBURON Facilities: $125 per staff hour
At CLIENT Site: $150 per staff hour
A minimum of four (4) hours per occurrence will be charged for work conducted at TIBURON
facilities and a minimum of eight (8) hours at CLIENT site for Technical Services not covered under
�A
Basic Services or "24/7' Service Option as described previously.
2. Materials, Travel and Per Diem Expenses
When applicable, all special materials, plus reasonable travel and living expenses shall be charged
to CLIENT.
3. Call -Out Charges
Requests for services outside of the hours of 6:30 a.m. to 5:00 p.m. Pacific Time, on weekends, and
on TIBURON holidays, will result in an additional call -out charge as follows:
Systems covered under 24/7 support - Off -Hour Call -Out Fee: $50 per occurrence
Systems not covered under 24/7 support - Off -Hour Call -Out Fee: $250 per occurrence plus
$200/hour for each hour after the first with a 2 -hour minimum. TIBURON cannot guarantee a
response for sites not covered under 24-hour/7-day support.
No more than one call -out fee will be billed per system per day.
4. Software Upgrades
Software upgrades are made available to CLIENT through the Release Management Program. Any
Technical Services required to implement these upgrades may be charged on a time and materials
basis, per the schedules in Item 1, Exhibit B, if agreed upon in writing, in advance. These services
include, but are not limited to, additional training, software installation, data base modification, custom
or extensive tailoring, and any control and/or operating system modifications.
5. Remote Access
All charges in this Agreement are predicated on CLIENT providing the required hardware, software,
and operating environment for dial -in service. If CLIENT does not provide this support for dial -in
service, the following additional charge will apply:
$500 per month per system supported
In addition, reasonable travel and per diem expenses for on-site support required due to lack of remote
access will be charged as defined in Item 1, Exhibit B.
Payment Provisions
TIBURON will provide an invoice for payment on an annual basis. Payment for the
invoice is due within thirty (30) days of receipt. Any additional charges incurred will
be invoiced separately and due within thirty (30) days.
ki
TIBURON reserves the right to adjust the CLIENT's annual fee with ninety (90) day
advance written notice of adjustments. This adjustment will become effective on the
anniversary date of this agreement.
CLIENT is responsible for any tax, license, or permit fees that may be levied due to the
services provided under this Agreement. The CLIENT is responsible for the addition
to the amounts shown above.
CLIENT shall pay each invoice within 30 days of receipt thereof.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
representatives.
Tiburon, Inc.
(Authorized Signature)
Darcy Mslop
Name
Vie President Client Services
Title
August 27. 1996
Date
revised &26/96
4
City
Signature)
Alex "Ty" Cooke
Name
Mayor Pro Tem
Title
September 26, 1996 _
Date
Attest:
aro d Willard, Interim City Secretary
Approved As To Content:
Tom Tuning, Director ot In d
Comm. Services
Z`iibvron Inc.
INVOICE
August 28, 1996
Tom Mann
City of Lubbock
1015 9th Street
Lubbock, TX 79457
Invoice: I96847
Reference: Software Maintenance 10/1/96-9/30/97
RESOLUTION NO. 5286
September 26, 1996
Item #9
CAD...........................................$12,858.00
RMS........................................... 1.2,858.00
MCI........................................... 1,714.00
ICN........................................... 1,714.00
EXTN/TLETS.................................... 3.084.00
Total this Invoice..................................$32,228.00
Remit To: Tiburon, Inc.
39350 Civic Center Drive 9280
Fremont, CA 94538.-
I certify that the above information is correct and the amount billed has not been
previously paid.
Thank you,
Sharon Hamilton
ext 2600
NU 149-96
maintenance renewal
Tiburon Inc. Phoenix Division 39350 Civic Center Drive, Suite 100 Fremont, California 94538
Phone: 510/792-2108 Fax: 510/792-2183 http:/Avww.tibinc.com
CLIENT NAME:
EXHIBIT A
SOFTWARE SUPPORT AND MAINTENANCE FEE
City of Lubbock CONTACT: Tom Mann
1015 9th Street
Lubbock, TX 79457
Support and Maintenance provided to the CLIENT listed above shall be pursuant to the terms and
conditions of the TIBURON Agreement for Extended Service dated August 27, 1996.
This Exhibit A shall become part of said Agreement upon signature and shall be effective from
10/1/96 through 9/30/97 and applies only to the application software and software modules listed
below and will be billed in advance annually, unless otherwise set forth in Exhibit B. Upon future
renewals, there will be an additional charge to those CLIENTs requiring semi-annual or quarterly
invoices.
software Module
Months
CAD
12
RMS
12
MCI
12
ICN
12
EXTN/17 M
12
CPU Make Model Serial # User License Total Fees
$12,858.00
12,858.00
1,714.UV
1,714.00
3,084.00
TOTAL
$32A28.00
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
representatives.
Tiburon, Inc. City of Lub ck
By: o� tl By:
(Authorized Signature) (Authorized i ature)
Name: Darcy Hislop Name: Alex "Ty" Cooke
Title: V/P Client Services Title: Mayor Pro Tem
Date: August 27. 1996 Date: RPVr 1,t,� Pr 26, 1996
Attest:
1 H rold �i11ar Interim C'ty secretary
Approved As To Content:
Tom Tuning, Director o and
Comm. Services
• ..............d E T.. C---.
TIBURON, INC.
AGREEMENT FOR EXTENDED SERVICE
This Agreement entered into this 27th day of August, 1996, by and between City of Lubbock,
hereinafter called "CLIENT" and Tiburon, Inc., having its office at 39350 Civic Center Drive,
Suite 280, Fremont, California 94538, hereinafter called "TIBURON."
Witnesseth
WHEREAS, CLIENT has determined that it requires the categories of application software
maintenance on the software systems which have been provided to CLIENT by TIBURON under
a separate agreement and which are identified in Exhibit A attached hereto and which are referred
to hereinafter collectively as the "Program," and
WHEREAS, CLIENT therefore requires the provision of professional and technical services and
materials as specified in this Agreement, and
WHEREAS, TIBURON is qualified to provide the services and materials required by CLIENT as
specified in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein, CLIENT and
TIBURON agree as follows:
1. Period of Performance
The term under which TIBURON shall be obligated to perform under this Agreement shall
be for the time period specified in Exhibit A and shall continue for this time period or until
this Agreement has otherwise been terminated as provided for herein.
2. Statement of Work
With respect to the Program, TIBURON shall perform the following maintenance
services:
a) TIBURON shall retain a copy of the Program source code. If source code is held
in an escrow account for CLIENT, TIBURON will provide through an escrow
agent on a quarterly basis copies of all modules associated with the Message
Switch, Computer Aided Dispatch, Police Records, Fire Records, Jail Records
Systems, and PC-based modules.
b) Problem Reporting: If during the term of this Agreement, (1) CLIENT discovers
defects in the Program such that the Program will not perform in accordance with
the specifications as previously accepted by CLIENT; (2) CLIENT notifies
TIBURON of such defects in writing; and (3) such defects are reproducible, then
TI13URON shall provide timely corrections of such defects.
c) Problem Resolution: If problems arise concerning the Program, TIBURON shall
provide telephone assistance and support via remote dial -in.
If remote support is available, but an on-site visit is required to correct the defect,
TIBURON will travel to the site at no additional charge if the problem lies solely
with TIBURON application software. If CLIENT is unable to provide remote dial -
in and an on-site visit is necessary to correct the problem, TIBURON will bill for
reasonable travel and living costs, including labor associated with travel..
If the problem is non-TIBURON generated, CLIENT is responsible for all fees and
expenses and will be billed at TIBURON's Technical Service Rate, as defined in
Exhibit B of this Agreement. In addition, CLIENT is responsible for reasonable
travel and living expenses.
d) TIBURON shall provide CLIENT with a minimum of quarterly status reports to
include a summary of site activity and client requests.
e) TIBURON shall provide a toll-free telephone service for routine operational and
technical assistance.
f) Technical and operational service shall be available during TIBURON's normal
support hours of 6:30 a.m. to 5:00 p.m. Pacific Time (excluding weekends and
TIBURON holidays) with the exception of those products defined in the Schedule
of Services and Charges which is attached as Exhibit B and incorporated herein by
reference.
TIBURON shall provide software upgrades and enhancements as per the schedule and
charges stated in Exhibit B. If CLIENT has access to non -escrowed source code on site,
any installation and special tailoring required shall be charged at the Technical Service
Rate as identified in Exhibit B. All such software provided by TIBURON shall be covered
by the terms of the Tiburon Software License Agreement.
If CLIENT has access to non -escrowed source code on site, and corrections for reported
problems or defects are due substantially to CLIENT's errors or CLIENT's changes to the
system environment, or relate to CLIENT -modified portions of the Program or to portions
of the Program affected by CLIENT -provided software, or if diagnosis of problems
reported erroneously shall be performed by TIBURON, CLIENT will be charged at the
Technical Service Rate as defined in Exhibit B, plus applicable reasonable travel and living
costs.
FA
g) TIBURON shall provide additional systems, subsystems and enhancements to the
software as described in Exhibit B. Any licensing, installation and special tailoring
required shall be charged at the then current license fees and Technical Service Rates.
All software systems, subsystems, enhancements and upgrades are provided per the
terms and conditions of TIBURON's Software License Agreement.
3. Client Responsibilities
CLIENT and TIBURON agree that the CLIENT's timely performance of the following
responsibilities have a significant and direct impact on TIBURON's ability to meet
TIBURON's scope and schedule of services under this Agreement:
a) CLIENT shall assign a coordinator to ensure that CLIENT's duties set forth in this
Agreement are met, to coordinate appropriate schedules in connection with
TIBURON's services hereunder, and to provide other coordination activities which
are necessary for TIBURON to perform its services hereunder. CLIENT shall
maintain performance logs documenting trouble calls and availability of on-line
systems according to procedures provided by TIBURON.
b) CLIENT shall assign individuals who are familiar with the Program and able to
provide on-site technical assistance as required by TIBURON to assist TIBURON
in performing its services hereunder. CLIENT personnel will screen operational
assistance calls and handle operational problems where appropriate.
c) CLIENT shall ensure that appropriate maintenance activities are carried out on a
regularly scheduled basis in accordance with site documentation. This includes but
is not limited to backing up the data base and journal logs, purging out of date
records and running reports and performing diagnostics as requested by
TIBURON.
d) CLIENT shall provide dial -in access to CLIENT's computer, making it accessible
by TIBURON for remote service. CLIENT is responsible for the provision of all
local equipment (dial-up modems, telephone termination, communications port,
etc.) required to support access by TIBURON. If CLIENT has access to non -
escrowed source code on site, CLIENT shall also compile programs and run
appropriate tests following each remote access as requested by TIBURON. In the
event that CLIENT does not comply with these provisions, Technical Service
charges as specified in Exhibit B shall apply.
e) CLIENT shall meet with TIBURON as may be reasonably required to discuss
operational issues and the status of the Program and provide timely responses to
issues related to maintenance and Program performance raised in writing by
TIBURON.
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f) CLIENT shall update and maintain the input data as may be required for
satisfactory Program operation, and be responsible for the accuracy of CLIENT -
provided data.
g) If CLIENT has access to non -escrowed source code on site, CLIENT shall
provide TIBURON with a complete copy of the production source code in a
format compatible with TIBURON's support environment so that TIBURON has
ready access to the code for maintenance work. Complete replacement copies
shall be made available on a timely basis upon request by TIBURON.
If CLIENT has access to non escrowed source code on site, CLIENT shall be
responsible for storing a complete copy of the production source code off site as
an emergency back up.
4. Independent Contractor
Each party hereto, in performance of this Agreement, will be acting in its own capacity.
The employees or agents of one party shall not be deemed or construed to be the
employees or agents of the other party for any purpose whatsoever. TIBURON will be
responsible for payment of payroll taxes, unemployment insurance, and similar obligations
with respect to its own employees, and no deductions shall be made from payments due
under this Agreement for that or any other related reason.
5. License
With respect to each change, correction, or enhancement to Program furnished to
CLIENT under this Agreement, TIBURON grants to CLIENT a perpetual, non-exclusive,
non -assignable, non -transferable license to use such change, correction, or enhancement
solely as part of the Program.
6. Client Modifications
If CLIENT has access to non -escrowed source code on site, CLIENT modifications are
prohibited unless prior review and approval by TIBURON has been granted for the
specific changes and the person or entity making such changes.
If CLIENT has access to non -escrowed source code on site, any changes or modifications
to TIBURON's application software or to the application software operating environment
by CLIENT without TIBURON's written authorization is an unauthorized change and is
in violation of the Software License Agreement. In the event CLIENT is deemed to be in
violation of the terms and conditions of this Agreement, TIBURON reserves the right to
terminate this Agreement and pursue any and all legal remedies. CLIENT may be subject
to penalties, fines and associated legal fees if found to be in violation of the Software
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License Agreement.
In addition to the standard maintenance of the external interface software, TIBURON
shall provide, on an annual basis, up to fifteen hours of technical support for updates to
the TIBURON External Interface Software and/or documentation. These hours are NOT
carried forward to the next contractual year. Any additional technical time required for
External Interface Software updates is available at TIBURON's normal Technical Service
Rates as defined in Exhibit B.
7. Confidential Information
TIBURON shall regard all CLIENT files and data as CLIENT's confidential information.
TIBURON shall not release said data to outside parties without written consent of
CLIENT. To the extent allowed by law, CLIENT shall regard all software and
documentation provided by TIBURON as confidential information. To the extent allowed
by law, CLIENT shall not release or provide access to said software and documentation to
outside parties without written consent of TIBURON.
8. Termination
This Agreement may be terminated by either party by giving at least a ninety (90) day
advance written notice to the other party.
If the Agreement is terminated by TIBURON, the unused portion of maintenance fees will
be refunded to the CLIENT.
Upon termination of this Agreement for any reason, the provisions relating to Confidential
Information and License shall survive.
9. Insurance
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.
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 N illion Dollars
($1,000,000.00) each occurrence and Two Million Dollars ($2,000,000) in aggregate.
Coverage must include all automobiles utilized by TIBURON performing the Work
hereunder.
d) The following statement shall appear in each certificate of insurance provided the
CLIENT by TIBURON hereunder: "It is agreed that in the event of any material
change in or cancellation of this policy, thirty (30) calendar days prior written notice
will be given to CLIENT."
e) 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
which may be in any way related to the Project or for which a claim might be made
against the CLIENT. TIBURON shall promptly report to the CLIENT all such claims
which 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.
10. Indemnification
TIBURON agrees to protect, defend, indemnify, and save the CLIENT, its agents,
officials, employees, or any firm, company organization, or individual, or their contractors,
or subcontractors for whom the CLIENT may be contracted to, harmless from and against
any and all claims, demands, actions, and causes of action which may arise in favor of any
person or persons, on account of illness, disease, loss of property, services, wages, death
or personal injuries resulting from TIBURON's negligence in the performance of the duties
identified herein.
In no event shall TIBURON be liable for any loss or damages related to the operation,
delay or failure of software or equipment provided by TIBURON or for the accuracy or
completeness of data, and under no circumstances shall TIBURON be liable for special,
indirect, incidental, tort, or consequential damages.
Furthermore, TIBURON hereby agrees to indemnify the CLIENT for all reasonable
expenses and attorney's fees incurred by or imposed upon the CLIENT in connection
therewith for any loss, damage, injury or other casualty for which TIBURON is obligated
to indemnify CLIENT as provided herein.
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11. Amendments
This Agreement may be amended upon mutual written agreement by CLIENT and
TIBURON to include, but not be limited to, additional services and support and
equipment and software replacements and upgrades.
12. Applicable Law
This Agreement shall be construed in accordance with and governed by the laws of the
State in which the CLIENT's organization is primarily located.
13. Limitation of Liability and Remedies
a) Limited Warranty
TIBURON warrants that all Software developed or provided under this Agreement will
conform to original specifications developed under this Agreement.
The above warranty is in lieu of all other warranties, express or implied, including any
warranty of merchantability or fitness for a particular purpose.
b) Limitation of Damages and Remedy
TIBURON's liability hereunder for damages shall not exceed the contractual maintenance
charge paid to TIBURON for the period in which the cause of action occurred. In no
event shall TIBURON be liable for any loss or damages related to the operation, delay or
failure of software or equipment provided by TIBURON or for the accuracy or
completeness of data, and under no circumstances shall TIBURON be liable for special,
indirect, incidental, tort, or consequential damages.
14. Entire Agreement
This Agreement sets forth the entire understanding between the parties as to the subject
matter hereof and merges all prior discussions between them, and neither party shall be
bound by any prior representations, conditions, understandings, or warranties except for
original system warranties or those expressly provided herein, or in any surviving terms of
prior written agreements between the parties hereto, or in any written agreements signed
by representatives of the parties on or subsequent to the date of this Agreement. No
provision appearing on any form originated by CLIENT shall have any force or effect
unless such provision is expressly accepted in writing and signed by a representative of
TIBURON.
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IN WITNESS WHEREOF, the parties have hereunto set their hands on the, dates set forth below.
TIBURON:
Signature of Authorized Representative
Darcy Hislop
Name
Vice President, Client Services _
Title
August 27 1996
Date
revised 8/26/96
CITY LIMBB CIS:
Signature f Authorized Representative
Alex "Ty" Cookp
Name
Mayor Pro Tem
Title
September 26, 1996 _
Date
Attest:
Kafold ar nterim ity Secretary
Approved As To Content:
Tom Tuning, Director of f and
Comm. Services
8