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HomeMy WebLinkAbout1997-242 1 1 2 3 4 5 6 RESOLUTION NO. 97-242 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MODIFICATION OF EXISTING PUBLIC SAFETY DISPATCH CONSOLES AND THE UPGRADING OF DISPATCH "READY RECALL RECORDERS." BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The City of San Bernardino owns 14 7 existing Police and Fire dispatch consoles. The Mayor of the 8 City of San Bernardino is authorized to allow the Police and 9 Fire Departments to contract with the San Bernardino County 10 800 MHz Group to make modifications to these consoles to 11 prepare them for the new Computer-Aided-Public Safety Dispatch 12 System (CAPS). The cost of these modifications may not exceed 13 14 15 16 17 $ 35,000.00 ($2,500.00 per console). SECTION 2. The Mayor of the City of San Bernardino is also authorized to allow the Police and Fire Departments to contract with the San Bernardino County 800 MHz Group to convert 9 external dispatch "ready recall recorders" to 18 internal units. The cost of these modifications may not 19 20 21 22 23 24 25 26 27 28 exceed $ 13,500 ($1,500.00 per console). / / /I /I / / / /I / /I / / / / II / / II II / / 1 c 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 97-242 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MODIFICATION OF EXISTING PUBLIC SAFETY DISPATCH CONSOLES AND THE UPGRADING OF DISPATCH "READY RECALL RECORDERS." I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 4th August day of , 1997 by the following vote, to wit: Council Members AYES NAYS ABSTAIN ABSENT x x x x x x x NEGRETE CURLIN ARIAS OBERHELMAN DEVLIN ANDERSON MILLER ~~ The foregoing resolution is hereby approved this ~~ of August ,1997. day ~".~ ./~ Tom'Minor, Mayor City of San Bernardino Approved as to form and legal content: JAMES F. PENMAN City torney By: 2 9;7-242 Original SERVICES AGREEMENT c THIS AGREEMENT is entered into this day of , 1997 between the San Bernardino County Information Services Department, Radio Divisioo, ("CONTRACTOR") and the CITY OF SAN BERNARDINO ("CITY') WITNESSETH: A. WHEREAS, CITY has need for modifications to its puhlic safety dispatch center within the CITY and, B. WHEREAS, CONTRACTOR is competent, experienced and able to perform said services: and, C. WHEREAS, CONTRACTOR is the CITY's service provider of such services; NOW THEREFORE, the parries hereto agree as follows: 1. CONTRACTOR shall fIlmish services to CITY in accordance with the attached statement of work and service quote. 2. Over the term of this Agreement, CONTRACTOR shall be paid for such services an amount in accordance with the service quote. 3, CONTRACTOR shall provide the CITY with a monthly invoice in arrears and shall be provided payment within thirty (30) days therefrom. CITY retains the right to challenge all or any part of an invoice. 4. CONTRACTOR shall indemnify, defend and hold CITY, its officers, employees and agents harmless from any claim, demand, liability, suit, judgment or expenses (including, without limitation, reasonable costs of defense) arising out of or related to CONTRACTOR's performance ofthis agreement, except that such duty to indemnify, defend and hold harmless shall not apply where injury to person or property is caused by CITY'S willful misconduct or sole negligence. 5. While not restricting or limiting the foregoing, during the term of this Agreement, contractor shall maintain in etTect policies of comprehensive public, general and automobile liability insurance, in the amount of$I,OOO,OOO.OO combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY'S Risk Manager prior to undertaking any work under this Agreement. THE COUNTY OF SAN BERNARDINO (CONTRACTOR) IS SELF-INSURED. 10f2 97-242 Original 6. CONTRACTOR shall perfonn work tasks as directed hy the Infonnation Services Department, but for all intents and purposes contractor shall be an independent contractor and not an agent or employee of the CITY. 7, In the perfonnance of this Agreement and in the hiring and recruitment of employees, contractor shall not ~[~~_~.ro~.~~",~"'~'M"" \J;t~ing Manager City of San Bernardino A TrEST: Approved as to fonn and legal content: ,~ 20f2 97-242 Original City of San Bernardino CAD/RMS Replacement Project Police and Fire Communications Center Upgrades Statement of Work PURPOSE: The City of San Bernardino has asked it's radio maintenance provider (San Bernardino County 800 MHZ Group) for pricing to make the following modifications within the Police and Fire Communications Center. Because this work involves contact with our radio communications equipment, it is essential that our maintenance provider be involved in the actual work. Outside vendors could accidentally damage valuable mission critical equipment. SCOPE OF WORK (CONSOLE MODIFICATIONS): There are 14 consoles in the communications center. Each console needs to have the following items done to it: 1. Left and Right equipment bays need to be cut to half-height to accommodate a flat table top. Front and rear access doors need to be modified to match the new size of the bays. 2. A flat table top, closing matching the existing wood grain finish, needs to be installed. The table top needs to match the existing pattern and needs to include a solid surface over the areas that will be opened by cutting the bays to half-height. 3. Eleven table tops currently have drop-down keyboard trays. These trays need to be transferred to the new table tops. SCOPE OF WORK (RADIOS) The internal dispatch console radios need to be converted to external desktop radios. SCOPE OF WORK ("READY RECALL RECORDERS") Nine existing Dictaphone External "Ready Recall Recorders" need to be converted to internal units and will be connected to our Motorola desktop console radios. 97-242 ~" AGREEMENT FOR PROFESSIONAL AND TECHNICAL SERVICES Contract #: This Agreement entered into this / gl-iJay oikcx;a/. I </t.Jby and between the City of San Bernardino, California hereinafter called "CITY" and CONTRAC-rQlti;;'c., a Virginia corporation having its office at 39350 Civic Center Drive, Suite 280, Fremont, California, hereinafter called "CONTRACTOR". Witnesseth WHEREAS, the CITY has determined that it requires the implementation of Computer Aided Dispatch and Records Management Systems, and WHEREAS, the CITY therefore requires the provision of professional and technical services and materials as specified in this Agreement, and WHEREAS, CONTRACTOR is qualified to provide the services and materials required by the CITY and specified in this Agreement, NOW THEREFORE, in consideration of the mutual covenants contained herein, the CITY and CONTRACTOR agree as follows: I. Statement of Work CONTRACTOR shall provide services and materials to furnish, install and implement a fully operable Computer Aided Dispatch and Records Management System, hereinafter called the SYSTEM, as defmed in the Statement of Work which is attached as Exhibit A, and Project Deliverables, which is attached as Exhibit B, both incorporated herein by reference. 2. Period of Performance This Agreement shall take effect when it has been fully executed by duly authorized representatives of both parties and upon receipt by CONTRACTOR of notification that any certification or approval required by statute, ordinance, or established policy of CITY has been obtained, and receipt by CITY of CONTRACTOR's evidence of insurance as required herein. All services and materials provided under this Agreement shall be provided in accordance with the Initial Project Schedule attached as Exhibit C and incorporated herein by reference. This Agreement will remain in effect until Final System Certification and the CITY has made all of the payments required hereunder, or until it has been otherwise terminated as provided for herein. Revision Date: 6/09/97 3. Price and Payment In consideration of supplying the System, CITY shall pay to CONTRACTOR the total price as set force in Exhibit B: Deliverables. CITY shall make payments to CONTRACTOR based on invoices submitted. Schedules and amounts of invoices shall be deter- mined in accordance with the Payment Schedule which is attached as Exhibit 0 and incorporated herein by reference. All payments shall be made within 30 calendar days from date of invoice. The CITY has the right to withhold payments on account of (a) third party claims filed or reasonable evidence indicating the probable filing of such claims; (b) failure of CONTRACTOR to make payments properly to its subcontractors or for labor, materials or equipment; (c) damage to the CITY or other vendor. CONTRACTOR shall provide the CITY, upon request, with proof of release of all claims against the CITY for work performed under this Agreement. The CITY shall retain the right to audit CONTRACTOR's books as it relates to the work performed under this Agreement. The prices set forth in the Payment Schedule include California sales tax of 7.75% and are exclusive of any additional amount for Federal, State or Local excise, lease taxes in force now or enacted in the future such amounts being the responsibility of the CITY. The prices are inclusive of any gross income or similar taxes and any amount of withholding 97-242 taxes, Social Security, insurance, and unemployment insurance. 4. CITY Responsibilities CITY agrees to provide those services and facilities necessary for the completion of this project which are defmed in the Statement of Work attached hereto as Exhibit A. CITY accepts the assumptions and responsibilities for those items listed in Exhibit E, Proposal Assumptions and CITY Responsibilities. CITY and CONTRACTOR agree that the scope and schedule of services to be provided by CONTRACTOR under this Agreement may depend upon the timely fulfillment of CITY Responsibilities. The CITY shall respond within 10 business days to all designs, specifications, documents, requests for information or clarification, amendments and updates to those items delivered by CONTRACTOR. By mutual agreement of both parties, this period may be extended in writing for specific review items. Failure of CITY to so respond shall constitute acceptance of such items as indicated by written notification from CONTRACTOR. I The CITY shall be liable only for actual time and costs relating to these delays. Such costs may include, but are not limited to, equipment rescheduling or storage charges, additional equipment maintenance charges, transportation charges, professional and technical services costs and increased project management fees. If the CITY is unable to provide services and/or facilities as defmed in the Statement of Work, and/or fulfill CITY's obligations as defmed in Exhibit E, and/or causes delays to the project beyond CONTRACTOR control, then CONTRACTOR shall have the right to modify the Price and Payment Schedule. CONTRACTOR shall not exercise this right unreasonably. 5. Changes The scope and schedule of services and materials provided under this Agreement may be changed from time to time by mutual agreement of the parties hereto. When a change causes a modification in total costs or the amount of time needed to complete such change, an equitable adjustment shall be made to the Price Revision Date: 6/9/97 and PayIllent Schedule and Project Schedule, as applicable. All changes, whether or not causing an adjustment to the Price and Payment Schedule and/or Project Schedule, will take effect only when described in a Change Order which has been agreed to in writing by both parties. 6. Independent Contractor Each party hereto, in performance of this Agreement, shall 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. Each party hereto agrees not to hire or engage in any capacity, nor offer to do so, either directly or indirectly, any employee or contractor of the other who has performed work covered by this Agreement, either during the term of this Agreement or for a period of six months thereafter. CONTRACTOR shall not be required to use union labor. 7. Confidential Information CONTRACTOR shall regard all CITY files and data as the CITY's confidential information. CONTRACTOR shall not release said data to outside parties without written consent of CITY. To the extent permitted by law, CITY shall regard all soft- ware and documentation provided by CONTRACTOR as confidential information. The CITY shall not release or provide access to said soft- ware and documentation to outside parties without written consent of CONTRACTOR. 8. Termination Either party may terminate this Agreement upon twenty (20) business days written notice in the event of material default of the other party, provided that the provisions of this Agreement for resolution of disputes have been exhausted. The CITY may terminate this Agreement for convenience at any time upon ten (10) business days written notice. In the event of termination for convenience, the CITY will cause payments to be made to CONTRACTOR within 30 calendar days of receipt of invoice for: Page 2 97-242 a. All outstanding invoices previously submitted by CITY; b. The costs and related expenses of all work in progress as of the effective date of termination, based upon CONTRACTOR's then-current labor rates. c. All cancellation fees or residual amounts due for hardware or third-party software which has been placed on order or shipped from the manufacturer. d. All previously withheld amounts attributed to the above items. in case of termination for convenience, any license fees paid or invoiced as of date of termination shall be forfeited by CITY. in the event of termination for convenience the CITY agrees to destroy the SYSTEM together with all copies of software, documentation and any related material. Any data or data files generated by the CITY shall remain the property of the CITY. Upon termination of this Agreement for any reason, the provisions relating to Confidential information, independent Contractor, indemnification and Software Transfer shall survive. 9. Applicable Law This Agreement shall be construed in accordance with and governed by the laws of the State of California. 10. Disputes The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute which may arise with respect to this Agreement. Time is of the essence in the resolution of disputes. Any disputes requiring litigation will be litigated in the courts of San Bernardino County. II. Documents The following documents are included in this Agreement by reference. in the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be Revision Date: 6/9/97 Page 3 resolved by glvmg precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: a. all changes orders and modifications to this Agreement; b. this Agreement, including all Exhibits attached herein; c. System Specifications as approved by CITY; d. CONTRACTOR proposal and baseline documentation. Any variance to the above documents where not covered by document precedence shall be agreed to in writing by both parties and shall modify the original documents. 12. Force Majeure If the performance of this Agreement or of any obligation hereunder is prevented, restricted, or interfered with by reason of fife 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 parties hereto, the party so affected, upon giving notice to the other party, shall be excused from such performance to the extent of such prevention, restriction, or interference; provided that the party so affected shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall continue performance hereunder with the utmost dispatch whenever such causes are removed. 13. Assignment This Agreement may not be assigned by either party without the written consent of the other, except that this Agreement may be assigned to a successor to all of either party's business or to that portion of its business related hereto. 14. Sole Agreement 97-242 Except as may otherwise be expressly provided herein, this Agreement constitutes the sole agreement between the CITY and CONTRACTOR concerning the subject matter hereof, and supersedes any prior representation of either party, either written or oral. This Agreement may not be altered, amended or modified, except by written instrument signed by the duly authorized representative of both parties. 15. Waiver No waiver or breach of any prOVISIOn of this Agreement shall constitute a waiver or breach of any other provision. Failure of either party to enforce any provision of this Agreement shall not be con- strued as a waiver thereof. 16. Validity The invalidity in whole or part of any provision of this Agreement shall not void or otherwise affect the validity of any other provision. 17. Patent Protection To the extent that the articles and materials delivered hereunder are not manufactured pursuant to designs originated by CITY, CONTRACTOR guarantees that the sale andlor use of any or all articles or materials delivered hereunder will not infringe any United States or foreign Patents, and CONTRACTOR will save CITY harmless from any loss, damage or claim in which such infringement is alleged, including reasonable attorney's fees and other associated expenses. 18. Liens CONTRACTOR agrees to discharge at once all liens, claims, stop notices or attachments which are a result of CONTRACTOR's actions and to insure and hold CITY harmless therefrom. 19. Indemnification a. Except as set forth in Section 19( c), CONTRACTOR shall indemnify, defend and hold harmless CITY, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits and costs and regardless of the merits or outcome of any such claim or suit arising from or related to CONTRACTOR's negligent Revision Date: 6/9/97 performance of services or work conducted or performed pursuant to this Agreement b Except as set forth in Section 19( c), CONTRACTOR shall indemnify, defend and hold harmless CITY, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorney's fees, accruing or resulting to any and all persons, firms, or corporations who furnish or supply work, services, materials, equipment or supplies to the CITY, as a result of or arising from CONTRACTOR's negligent performance of services or work conducted or performed pursuant to this Agreement. c. In no event, however, shall CONTRACTOR be liable hereunder (I) for any loss or damages related to the operation, delay or failure of, or for delays following the installation of, or caused by, any software or equipment provided by CONTRACTOR under this Agreement, (ii) for the accuracy or completeness of data, (iii) for any loss, damage, liability or cost caused by or attributable to the sole fault of CITY, its City Council, boards and commissions, officers or employees, (iv) for any loss, damage, liability or cost including reasonable attorneys' fees incurred by the CITY, its City Council, boards and commissions, officers or employees, against CONTRACTOR arising from this Agreement in which CONTRACTOR is the prevailing party, or (v) under any circumstances for special, incidental or consequential damages. 20. Insurance CONTRACTOR shall procure and maintain in effect during the term of this Agreement the following insurance coverage with an insurance company or companies authorized to do business in the State of California and approved by the CITY with a Best rating of no less than A:VI1: a. Workers' Compensation and Employers Liability insurance in accordance with the laws of the State of California with liability Page 4 97-242 limits of One Million ($1,000,000.00) per accident. Dollars 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) each occurrence and Two Million Dollars ($2,000,000) in aggregate. Coverage must include all automobiles utilized by CONTRACTOR performing the Work hereunder. d. The following statement shall appear in each certificate of insurance provided the CITY by CONTRACTOR 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 CITY." e. CONTRACTOR shall give prompt written notice to the CITY of all known losses, damages, or injuries to any person or to property of the CITY or third persons which may be in any way related to the Project or for which a claim might be made against the CITY. CONTRACTOR shall promptly report to the CITY all such claims which CONTRACTOR 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 CITY may be charged with an obligation to make any payment or reimbursement shall be made by CONTRACTOR without the prior written approval of the CITY. f. City, its City Council, boards and commissions, officers, and employees shall be named as an additional insured under all insurance coverages, except any professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured Revision Date: 6/9/97 Page 5 under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. 21. Non-Discrimination CONTRACTOR 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, sexual orientation, creed, color, religion, or national origin, nor otherwise commit an unfair employment practice in violation of any state or federal law. 22. Conflicts CONTRACTOR warrants that, to the best of its knowledge and belief, no person except bona fide employees, agents, consultants or representatives of CONTRACTOR or any of its subcontractors has been employed or retained to solicit or secure this Agreement. 23. Security Check CONTRACTOR agrees that each of its employees, subcontractors, consultants and principals/owners involved in the project may, at the option and expense of CITY, be subject to a security check, at any time, though CITY retains the option to require the removal from the CITY premises of any employee, subcontractor employee or other person it deems inappropriate for any reason whatsoever for placement in a public safety environment. 24. Software License and Transfer As a part of its performance under this Agreement, CONTRACTOR will provide to CITY certain software developed by CONTRACTOR. This software shall be provided in both operating version and in the form of machine-readable source code for all application programs. CITY accepts CONTRACTOR source code under the terms and conditions of the CONTRACTOR Software License Agreement, included herein as Exhibit F and incorporated in this Agreement by reference. CITY 97-242 and CONTRACTOR agree to sign Exhibit F in conjunction with the signing of this Agreement. The Software License shall be granted in full when all amounts due under this Agreement are made to CONTRACTOR by CITY subject to the provisions of Section 8. Certain third-party software programs, such as Server and CITY workstation operating system software, require that the CITY execute a separate software license agreement. Any applicable license agreements shall be duly executed by the CITY. 25. Source Code Subject to the provisions of Section 24 and Exhibit F, CONTRACTOR agrees to provide CITY with machine-readable copies of source code for all CONTRACTOR licensed software. Source code for third-party software is not provided. 26. Shipping and Risk of Loss All sales and deliveries are F.O.a. City of San Bernardino, California, at which time title shall pass to the CITY. CONTRACTOR shall retain risks of loss until receipt by the CITY. CONTRACTOR reserves the right to make deliveries in installments, and this Agreement shall be severable as to such installments. 27. Equipment Compatibility CONTRACTOR agrees that the equipment, as proposed and provided by CONTRACTOR, will perform in accordance with the specifications and representations stated in CONTRACTOR's proposal. This Agreement extends to the performance of the equipment as a part of the total system, but not specifically to equipment in combination with products, elements, or components not supplied by CONTRACTOR, except to the extent that CONTRACTOR is responsible for interfaces to specific other equipment or systems as described in Exhibit A: Statement of Work, such as, but not limited to, E9- I -1, local and state computer systems. For any equipment not provided directly by CONTRACTOR, the CITY shall be responsible for installation of hardware and associated software, integration into any applicable communications network, compatibility with CONTRACTOR Revision Date: 6/9/97 Page 6 software, performance and data capacities, and any impact on CONTRACTOR software or equipment which impacts overall system operation or performance. CONTRACTOR will retain the aforementioned responsibilities for CITY-provided equipment via the payment of additional integration fees. 28. System Implementation Schedule A SYSTEM IMPLEMENTATION SCHEDULE(s) is provided in EXHIBIT B of this Agreement. CITY and CONTRACTOR understand that these schedules are estimates made at the time of this Agreement. Schedule(s) may be changed upon written notice thirty (30) days prior to such schedule changes by either CITY or CONTRACTOR. In the event that CITY desires to reschedule anyon-site services provided by CONTRACTOR as part of this Agreement, CITY shall provide CONTRACTOR with written notice for such rescheduling fifteen (15) working days prior to the scheduled on-site service. CITY is responsible for any travel associated charges, in the event CITY does not inform CONTRACTOR of the necessity to reschedule on- site services as described above. 29. Warranty CONTRACTOR shall provide third party warranty services in accordance with the original manufacturers warranty. The hardware and software warranty will be a straight pass through of the warranty agreement as provided by the third party hardware and software manufacturer. CONTRACTOR makes no warranties or guarantees as to the third party hardware and software manufacturers performance. CONTRACTOR will work with the CITY to resolve warranty issues that may arise with the third party hardware and software manufacturers. CONTRACTOR shall provide warranty services for CONTRACTOR Licensed Application Software according to the terms and conditions of the Agreement for Extended Service as attached in Exhibit G and incorporated by reference. During the warranty period, CONTRACTOR warrants that the CONTRACTOR Licensed Application Software as provided under this Agreement will conform to the documents as specified in Section 11, herein. 97-242 The warranty period for CONTRACTOR Licensed Application Software is 365 calendar days following system certification as described in the Statement of Work and shall not require any additional compensation or payment by the CITY other than the call-out fees as described in Agreement for Extended Service. The Agreement for Extended Service includes a proposal for extended warranty service following the warranty period. The above warranty is in lieu of all other warranties, written or oral, statutory, express or implied, including without limitation any warranty of merchantability and the warranty of fitness for a particular purpose. 30. Notices Any notice or demand required or permitted hereunder shall be sufficiently given when set forth in writing and delivered in person or by United States mail with proper postage affIXed, To CITY: To CONTRACTOR: Carolyn Fuson, Contracts Administratnr CONTRACTOR, Inc. 39350 Civic Center Drive, Suite 280 Fremont, CA 94538 or to such other address as each party may from time to time designate. Revision Date: 6/9/97 Page 7 97-242 IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth above: CITY: CONTRACTOR: ~MfiA I Name: l' OM. Mi r.[O rc Title: (JILIN Nt... Date: g-(g-17 ,~4-- ~ Name: Craig A. Nelson Title: Vice President Marketing Date: June 13, 1997 Witnessed by: Witnessed by: Nam~-J1dAn ;j)1prJ,/;)o.//IJepufj Date: _. t-jg- 9'1 Name: Date: June 13, 1997 Revision Date: 6/9/97 Page 8 97-242 CALIFORNIA 118C4 ALL-PURPOSE _ ACKNOWLEDGEMENT ST ATE OF CALIFORNIA COUNTY OF 'f\ \ ~'N\.d ~ OnSlJ,.",... \~ \~c.., before me, DATEl -0 u.b~l c.. UBLlC' personally appeared, C' '\~. \ ~ ~ _ (\8. \.:::, <:) 1'\ . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/ they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), orthe entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. --I9a. !w,Ir;, rJJ::~ NOTARY PUBUcSl NATURE (SEAL) ,...II...IIIIIII...IIII...IIIIIIIIIIIIIII.......III!: = @ BARBARA STIVERS 5 = ~ COMM. if'1077049 ;:: ~ _' NOT "'IV PUILlC . CA!.'fORNI" ~ ~ &: AL"MlDA. COUNTY = 5 My Comm. Exp. Nov. 5. 1999 5 iIIIIIUIIIIIIIIIIIIIIII.IIIIIIIIIIIIIIIIIIIIIIII... .""" '.'.' .'-'. .- -, ." -, . OPTIONAL INFORMATION .'" 1'.', ','. ". . ,0' , , 1".' TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE 97-242 EXHIBIT A Statement of Work Revision Date: 2/19/97 97-242 Exhibit A: Statement of Work 1.0 PROJECT STATEMENT OF WORK 1.1 General Scope: The following Statement of Work defmes the principal activities and responsibilities of the City of San Bernardino (CITY) and Tiburon, Inc. (CONTRACTOR) in the implementation of an Integrated Public Safety System (System) to support the CITY of San Bernardino Public Safety agencies. The System will be comprised of several major Subsystems which, working together, will comprise the Integrated Public Safety System. The major Subsystems are: CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System The Statement of Work defines each task at the System level. As a deliverable of Task 5 - Develop Detailed Project Implementation Plan, CONTRACTOR will define each task at the subsystem level. Please note that the following Statement of Work is contingent upon the General Assumptions and Client Responsibilities as defined in Exhibit E. Revision Date: 2/19/97 Page 2 97-242 Exhibit A: Statement of Work 1.2 Detailed Project Plan: Task 1: Assign Project Managers Objective: Assign Project Managers for both CITY and CONTRACTOR project teams. Task Description: Prior to scheduling the project initiation session, it is important to establish project managers for both teams and to identify/document the responsibilities of each manager. Responsibilities: CONTRACTOR shall: a. Designate a Project Manager who will direct CONTRACTOR efforts and serve as the primary point of contact for CITY. The responsibilities of the CONTRACTOR project manager include: Maintain project communications with CITY Project Manager. Manage the efforts of CONTRACTOR staff and subcontractors and coordinate project activities with the CITY project team members. Measure and evaluate progress against the Detailed Project Plan. Resolve deviations from the project plan that are within CONTRACTOR control. Monitor the project to insure that support resources are available as scheduled. Coordinate the installation of all CONTRACTOR application software and associated computer hardware/system software, communications and mobile information system components. Review and administer change control procedures through CITY Project Manager. Conduct status meetings with CITY Project Manager on a monthly basis, or as may be otherwise reasonably required to communicate project status. Provide timely responses to issues relating to project progress raised in writing by CITY Project Manager. Prepare and submit, no later than the fifth business day of each month, a status report which identifies the activities of the previous month, as well as activities planned for the current month. Page 3 Revision Date: 2/19/97 97-242 Exhibit A: Statement of Work CITY shall: a. Designate a project manager whose responsibilities include: Maintain project communications with CONTRACTOR Project Manager. Manage the efforts of CITY staff. Measure and evaluate progress against the Detailed Project Plan. Monitor the project to insure that support resources are available as scheduled. Attend status meetings with CONTRACTOR Project Manager. Provide timely responses to issues related to project progress raised in writing by CONTRACTOR Project Manager. Review and administer change control procedures, hardware and software acceptance, and all related project tasks required to maintain the implementation schedule. Will work with the appropriate CITY designees to approve and release payments in a timely manner. Completion Criteria: 1ms task is considered complete when the appropriate project managers are identified and briefed on their associated responsibilities. Task 2: Project Initiation Session Objective: Establish project plans and procedures. Task Description: The project will be initiated within thirty (30) business days following contract execution and receipt of "Notice-to-Proceed" from CITY, with a Project Initiation Session of all key CITY and CONTRACTOR project personnel. The objectives of this first meeting are to: Introduce all project participants; Review roles of key participants; Establish a clear chain of communication; Revision Date: 2/19/97 Page 4 97-242 Exhibit A: Statement of Work Review overall project scope and objectives; Review the overall plan of action and expected results; Identify overall project constraints and priorities; Review overall project schedule; Review resource and scheduling requirements; Review Specification and Change List process; Establish a schedule for initial System Specification Review Meetings; Produce an overall Project Management Plan. Responsibilities: CONTRACTOR shall: a. Establish a schedule and agenda to meet with CITY personnel for the Project Initiation Session. b. Conduct a Project Initiation Session, accomplishing the objectives referenced above. c. Assist the CITY in developing an overall Project Management Plan. CITY shall: a. Ensure that all appropriate CITY personnel attend and actively participate in the Project Initiation Session. b. CITY will develop an overall Project Management Plan that will include a schedule for CITY tasks that are outside of this Agreement, yet are required for completion of the Integrated Public Safety System project. At a minimum, these CITY tasks will include the Motorola Data and Voice infrastructure, installation of mobile computers, necessary CITY network infrastructure and CITY supplied personal computers. Completion Criteria: This task is considered complete when the initial project meeting has been held, a schedule of initial System Specification Review meetings is developed and the Project Management Plan is developed. Task 3: Develop System Specification Documents Objective: Document all system tailoringlcustomization requirements. Task Description: Revision Date: 2/19/97 Page 5 97-242 Exhibit A: Statement of Work Within thirty (30) calendar days following the Project Initiation Session, the CONTRACTOR team will begin preparation of a Change List and System Specification document for each CONTRACTOR subsystem to be installed. System Specification Review meetings will be held for each CONTRACTOR subsystem to identify all requirements for tailoring and customization. Separate meetings will be conducted to document requirements for the following CONTRACTOR subsystems: CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System Review meetings will be supplemented with additional reviews where required to defme all internal and external interfaces. Using CONTRACTOR baseline System Specification documents, CONTRACTOR will work with the appropriate CITY staff to identify and document all tailoring and customization requirements for each CONTRACTOR system to be installed. This phase may also include an on-site demonstration of key CONTRACTOR systems as necessary to aid in the analysis of the System functionality. The information gathered will be used to modify each baseline System Specification document to reflect the specific changes required for implementation. The resulting documents will reflect the unique requirements of the CITY while retaining ongoing compatibility with CONTRACTOR baseline software products. Each System Specification document will define the functions of each transaction, including all screen input and output formats, data element definitions and report formats. The resulting System Specification documents will be submitted to CITY project manager and, following review and approval, will serve as design, implementation and acceptance guides for use throughout the project. They will also serve as detailed user reference documents for the operational systems. Responsibilities: CONTRACTOR shall: a. Analyze, with CITY personnel, CONTRACTOR Baseline System Specification documents and identify those items which are to be tailored/customized to CITY requirements. b. Conduct detailed system demonstrations where necessary to aid in the system specification review process. Revision Date: 2/19/97 Page 6 97-242 Exhibit A: Statement of Work c. Prepare System Specification documents as described above for each CONTRACTOR system to be installed. d. Review the System Specification documents with appropriate CITY personnel and make any changes and/or corrections that are mutually agreed upon. CITY shall: a. Provide, upon request, currently existing information, data, records, and documents and make such design decisions as may be reasonably required to document changes necessary for the CONTRACTOR systems. b. Ensure that all appropriate CITY personnel are present and actively participating in scheduled System Specification Review Meetings. c. Review the System Specification documents submitted by CONTRACTOR and identify in writing any specific deficiencies found. Completion Criteria: Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem upon (a) the CITY=s written acceptance of the System Specification documents for each Subsystem; or (b) fifteen (15) business days after CONTRACTOR submittal of the System Specification documents for each Subsystem to CITY, whichever comes first, except for those deficiencies so identified in writing by CITY. Task 4: Develop Functional and System Acceptance Test Plans Objective: Establish plans for Functional and System Acceptance Testing procedures. Task Description: Once all requirements for system tailoring and customization are identified through the System Specification Review process, CONTRACTOR will work with CITY project personnel to establish plans for Functional and System Acceptance, according to the guidelines set forth in Exhibit H - Performance Test Plan and Exhibit I - Reliability Test Plan, which are both incorporated herein by reference. The Acceptance Test Plans will include provisions for: Functional Testing Performance Testing Reliability Testing Page 7 Revision Date: 2/19/97 97-242 Exhibit A: Statement of Work Responsibilities: CONTRACTOR shall: a. Prepare plans for Functional and System Acceptance, as defined above. b. Review the Acceptance Test Plans with appropriate CITY project personnel and make any changes and/or corrections that are mutually agreed upon. CITY shall: a. Review the Acceptance Test Plans with CONTRACTOR project personnel. Completion Criteria: The task is considered complete when the plans for Functional and System Acceptance are completed and accepted by the CITY. Task 5: Develop Detailed Project Implementation Plan Objective: Establish the final Detailed Project Implementation Plan. Task Description: The objective ofthis task is to fmalize the Detailed Project Implementation Plan for the project based upon the requirements identified and the associated plans, priorities and staffing requirements of both parties. This task involves an analysis by CONTRACTOR and CITY personnel of the project objectives, priorities, and schedules to establish the final implementation plan for the project. The resulting document will define the specific project tasks, CITY and CONTRACTOR responsibilities, and month-by-month schedule for each Subsystem comprising the Placer CITY Integrated Public Safety System. Revision Date: 2/19/97 Page 8 97-242 Exhibit A: Statement of Work Responsibilities: CONTRACTOR shall: a. Review with CITY personnel the identified implementation priorities, inter-dependencies and staffing requirements to establish the final Detailed Project Implementation Plan. b. Prepare the final Detailed Project Implementation Plan, as defined above. c. Review the Detailed Project Implementation Plan with CITY personnel and make any changes and/or corrections that are mutually agreed upon. CITY shall: a. Analyze with CONTRACTOR project personnel the identified requirements and make such implementation decisions as may be reasonably required to finalize the Detailed Project Implementation Plan. b. Review the final Detailed Project Implementation Plan and identify in writing any specific deficiencies found. Completion Criteria: This task is considered complete when the Detailed Project Implementation Plan is completed and accepted by CITY. Task 6: Validate Hardware Requirements Objective: Finalize hardware/system software and communications requirements. Task Description: Once final application and interface requirements are documented and all System Specification Documents are approved by CITY personnel, the CONTRACTOR project team will reevaluate the proposed computer hardware/system software, network and communications configuration for accuracy. This hardware validation step is necessary before fmal equipment can be placed on order. Responsibilities: CONTRACTOR shall: Revision Date: 2/19/97 Page 9 97-242 Exhibit A: Statement of Work a. Validate, with CITY personnel, the accuracy of CONTRACTOR proposed computer processor(s), system software, all associated workstations, communications and related components. b. Prepare the final hardware/system software and communications configuration to support all documented facilities and functions. CITY shall: a. Provide, upon request, information on existing communications/local area network and other information as may be reasonably required to validate final hardware requirements. b. Review the fmal hardware/system software and communications configuration with the CONTRACTOR project team. Completion Criteria: This task is considered complete when the final hardware/system software and communications configurations are certified by CONTRACTOR and CITY for accuracy. Task 7: Establish System Generationtresting Platform. Objective: Establish a platform to support application generation activities. Task Description: Following completion of the previous tasks, CONTRACTOR will order, accept delivery, install, and assume responsibility for a subset of the hardware configuration in the Tiburon Development Center in Fremont, California. This equipment will serve as a System GenerationfTesting Platform to support application installation, tailoring/customization and unit testing activities. Responsibilities: CONTRACTOR shall: a. Order a subset of the required Digital Equipment Corporation (DEe) hardware, system software, communications, and workstation equipment for delivery to CONTRACTOR's Development Center. b. InstalVtest the DEC hardware, system software, communications and workstation equipment in the Tiburon Development Center. Completion Criteria: Page 10 Revision Date: 2/19/97 97-242 Exhibit A: Statement of Work This task is considered complete when all computer equipment ordered for system generation/testing is delivered and installed in the CONTRACTOR Development Center. Task 8: Baseline Software Installation Objective: Install baseline application software for each Subsystem. Task Description: All baseline software applications will be loaded on the CITY DEC equipment temporarily installed in the Tiburon Development Center. CONTRACTOR shall assume total responsibility for installation of all application software Subsystems on this platform. Responsibilities: CONTRACTOR shall: a. Install the baseline software application modules on the CITY DEC computer platform. b. Test the basic operation of each baseline subsystem. c. Provide CITY project personnel with reasonable access to the CITY DEC computer platform installed at the Tiburon Development Center. Completion Criteria: This task is considered complete when each baseline application Subsystem has been installed and tested by the CONTRACTOR on the CITY DEC equipment temporarily installed in the Tiburon Development Center. Task 9: System TailoringlCustomization Objective: Tailor/customize application software Subsystems according to agreed to System Specification documents. Task Description: CONTRACTOR will perform all tailoringlcustomization activities in phased approach, with priority Subsystem(s) being completed first. TailoringlCustomization activities will be grouped according to the following Subsystems: CAD/2000 Police RMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Revision Date: 2/19/97 Page 11 97-242 Exhibit A: Statement of Work Fire RMS/2000 CMS/2000 Records Management System - Fire Corrections Management System All software tailoring and customization is the responsibility of CONTRACTOR, with the initial phases being performed in the Tiburon Development Center, based upon the System Specification documents as modified and approved by the CITY and the CONTRACTOR. Responsibilities: CONTRACTOR shall: a. Tailor/customize the application software comprising each Subsystem in accordance with the System Specification documents. b. Unit test each transaction to confirm its operation in accordance with the System Specification documents. CITY shall: a. Promptly address/answer questions which may arise during the tailoring and customization of the systems. b. Visit the Tiburon Development Center as appropriate to review the tailoring/customization activities. Completion Criteria: Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem when CONTRACTOR certifies to the CITY that all Development Center modifications for that Subsystem are complete and unit tested. Task 10: On-site Installation Objective: Transfer computer equipment and tailored/customized application software to CITY site. Task Description: Following completion of unit testing of each application Subsystem, applicable CITY hardware components which were installed in the Tiburon Development Center will be de-installed, delivered and then re-installed at the CITY site, with the tailored/customized application Subsystem. On-site installation activities will be grouped according to the following Subsystems: Revision Date: 2/19/97 Page 12 97-242 Exhibit A: Statement of Work CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PoliceIFire Records Management System - Police Records Management System - Fire Corrections Management System Additional hardware and software components needed for on-site customization and interfaces will be ordered and delivered as each Subsystem in transferred to the CITY site. Responsibilities: CONTRACTOR shall: a. Assume responsibility for the phased de-installation, transportation and final site installation of all hardware and system software which had been installed in the CONTRACTOR Development Center. b. As required, order remaining hardware and system software components required to support production status of each application Subsystem on the applicable DEC computer platform. c. Coordinate the installation of all remaining hardware and system software components required to support production status of each application Subsystem on the applicable DEC computer platform. d. Migrate each application Subsystem to the applicable computer platform(s). e. Install PC Workstations into communications consoles/furniture as required for CAD/2000 workstation operation and maintenance. CITY shall: a. Provide a site adequate for the installation, operation and maintenance of all computer and peripheral equipment. b. Provide all communication lines, electrical, cabling and other components necessary for system operation and maintenance which are not provided by CONTRACTOR. c. Assume responsibility for protection of all hardware and software components once delivered on-site at CITY location. d. Install/test all application software which will interoperate with the CITY=s network. .Revision Date: 2/19/97 Page 13 97-242 Exhibit A: Statement of Work e. Establish all connections to the CITY=s existing local area network, and assume responsibility for all network and workstation hardware/software necessary for proper operation on the CITY =s existing local area network. f. Manage and assume responsibility for the Motorola Data and Voice infrastructure including in-car installation and support of mobile computers and modems. Completion Criteria: Completion of this task is assessed at the Subsystem level. 1bis task is considered complete for each Subsystem when each application Subsystem, as delivered with modifications identified for off-site development, is installed at CITY site. Task 11: Geographic File Building and Loading Objective: Establish the required geographic file. Task Description: Establish a geographic file to support the Integrated Public Safety System. Responsibilities: CONTRACTOR shall: a. Develop a Geofile Creation Plan. b. Provide training to CITY project personnel for the Geofile creation process, including the geofile database structure, the project plan, source material acquisition and Geofile verification criteria. c. Acquire the necessary CITY provided GIS data file in an ARClnfo format. d. Provide CITY project personnel with a verification package, including a street centerline plot and an error report. e. Produce the required Geofile. f. Install and test the Geographic Maintenance System with the loaded Geofile data. g. Upload and install the Geofile into each Geofile-dependent Server. CITY shall: Revision Date: 2/ 19/97 Page 14 97-242 Exhibit A: Statement of Work a. Appoint a geofile coordinator (Liaison) to be the single point of contact for Geofile activities. b. Attend training for the Geofile creation process. c. Verify and edit the GIS data using the CONTRACTOR supplied GMS system. Completion Criteria: This task is considered complete when the Geofile has been installed and CONTRACTOR certifies that unit testing is complete. Task 12: General FilelFonn Building Objective: Establish test/production files and agency-specific forms. Task Description: The CONTRACTOR project team will be responsible for building a set of test/training files and for defining all production data files in each Subsystem. The project team will then train CITY personnel in the entry of agency-specific information such as code tables, unit identifications, run cards, security profiles, etc., and forms for external system inquiries and field reports. General file/form building activities will be grouped according to the following Subsystems: CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System Responsibilities: CONTRACTOR shall: a. Build a set of test/training files and defme all production data files for each Subsystem. b. Provide data input specifications for data and tables required for each Subsystem. c. Provide education to CITY personnel on the entry of agency-specific data. d. Provide CITY technical personnel with baseline forms and training on the proper use of the Tiburon on-line reformatter for use in developing/tailoring screen masks for CLETSINCIC system inquiries. Revision Date: 2/19/97 Page 15 97-242 Exhibit A: Statement of Work Responsibilities: CONTRACTOR shall: a. Provide training for CITY Technical and Training personnel for each application Subsystem, as presented in the CONTRACTOR Proposal and on a mutually agreed to schedule. b. Provide printed training materials, including lesson plans for the courses in the form of reproducible masters and machine-readable documents. c. Provide technical and user manuals for all installed Subsystems. CITY shall: a. Designate and,assign training personnel to receive and then conduct training. b. Designate and assign technical personnel to receive technical training. c. Provide suitable classroom facilities with computer workstations and printer equipment for each staff member participating in the training session. d. Ensure that appropriate CITY personnel are available to actively participate in the scheduled training programs. Completion Criteria: Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem when CONTRACTOR has completed the scheduled technical and user training and has delivered all associated documentation for that Subsystem. Task 14: Functional Acceptance Testing Objective: Perform functional and performance tests of each Subsystem. Task Description: Within ten (10) business days following CONTRACTOR Certification that each Subsystem is ready for Functional Testing, CONTRACTOR and CITY project personnel will conduct Functional and Performance Tests of the applicable functions and features of the Subsystem. These tests will be in strict accordance with the provisions established under Task 4 - Develop Functional and System Acceptance Test Plans (above). Functional Testing will be conducted by Subsystem, according to the following groupings: Revision Date: 2/19/97 Page 17 97-242 Exhibit A: Statement of Work CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System The System Specification documents will serve as the basis for the Functional Tests. Performance Tests will be according to the guidelines set forth in Exhibit H - Performance Test Plan. Responsibilities: CONTRACTOR shall: a. Provide CITY with a final, updated version of the System Specification documents for use in functional testing of each Subsystem. b. Certify all applicable software and systems as ready for Functional and Performance testing. c. Assist CITY in testing the functions of each installed Subsystem, to ensure conformance with the applicable System Specification documents. d. Assist CITY in testing the performance of each installed Subsystem, to ensure conformance with the applicable Performance Test Plan. e. Provide software or documentation modifications as needed to correct errors in system functionality and/or performance. CITY shall: a. Generate test data files needed for functional and performance testing. b. Test the functions of each installed Subsystem to verify conformance with the applicable System Specification document. c. Test the performance of each installed Subsystem to verify conformance with the applicable Performance Test Plan. d. Document each error in Subsystem functionality and/or performance. e. Work with CONTRACTOR to identify the type of correction needed to ensure that each Subsystem conforms to the applicable System Specification document and Performance Test Plan. Revision Date: 2/19/97 Page 18 97-242 Exhibit A: Statement of Work Completion Criteria: Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem when that Subsystem has been successfully demonstrated to operate in accordance with the applicable System Specification Documents and Perfonnance Test Plan. Task 15: CONTRACTOR Certification and System Cutover Objective: Cutover to production status. Task Description: Once Functional Testing is complete for each Subsystem, CONTRACTOR will certify the Subsystem as ready for operational status and then assist CITY in placing the Subsystem into productive use. Cutover to a production status will be on a phased basis, with only one Subsystem at a time being moved into production. Cutover will occur according to the following groupings: CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System Responsibilities: CONTRACTOR shall: a. Certify that each Subsystem is ready for production operation. b. Assist CITY in placing each Subsystem into a production status. c. Monitor the initial operation of each Subsystem and answer any technical or functional questions posed by CITY. d. Assist CITY training staff in utilizing each Subsystem and the CITY technical staff in supporting each Subsystem. CITY shall: a. Place each Subsystem into production and begin operational use in consultation with CONTRACTOR and in accordance with the Project Schedule. Completion Criteria: Revision Date: 2/19/97 Page 19 97-242 Exhibit A: Statement of Work Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem when CONTRACTOR certifies the Subsystem as ready for production status. Task 16: System Acceptance Testing Objective: Confirm that each Subsystem operates according to agreed to reliability standards. Task Description: Immediately upon completion of Functional Acceptance, as defined in Task 14 - Functional Acceptance Testing (above), each Subsystem will be operated in accordance with its normal operating practices over a period of thirty (30) continuous days to determine if the Subsystem meets the reliability standards set forth in Exhibit I - Reliability Test Plan. System Acceptance Testing will be conducted by Subsystem, according to the following groupings: CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System CONTRACTOR shall: a. Assist CITY in conducting reliability tests for each Subsystem according to the applicable Reliability Testing procedures. b. Provide hardware, software and/or documentation modifications as necessary to correct all deficiencies documented as a result of the Reliability Testing procedures. CITY shall: a. Conduct reliability tests for each Subsystem according to the applicable Reliability Testing procedures including CAD failover. b. Document all deficiencies identified a result of the Reliability Testing procedures. Completion Criteria: Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem following the expiration of the System Acceptance Testing period for that Subsystem and after all deficiencies as documented by the CITY through the System Acceptance Testing procedures, have been addressed or corrected. Any additional errors or deficiencies that are identified following the System Acceptance Testing period will be corrected under the provisions of the CONTRACTOR Extended Service - warranty program. Revision Date: 2/19/97 Page 20 97-242 Exhibit A: Statement of Work Task 17: Deliver Final Source Code Objective: Deliver source code (unmodified and modified) and documentation for all application software products. Task Description: Once all modifications have been applied to each Subsystem, CONTRACTOR will deliver to CITY software tapes containing the final (unmodified and modified) source code and associated documentation for each installed Subsystem. Responsibilities: CONTRACTOR shall: a. Deliver software tapes containing the fmal (unmodified and modified) source code and documentation for each installed application Subsystem. Completion Criteria: Completion of this task is assessed at the Subsystem level. This task is considered complete for each Subsystem when the documentation and software tapes containing the (unmodified and modified) source code for that Subsystem have been delivered to the CITY. Revision Date: 2/19/97 Page 21 97-2 2 EXHIBIT B Project Deliverables Revision Date: 2/14/97 Page 1 97-242 Exhibit B: Project Deliverables Pricing Assumptions: The prices referenced herein are based upon the following assumptions: 1) All prices stated below are based upon the CONTRACTOR's best understanding of the CITY automation requirements. 2) All Technical Services Fees referenced above include Standard System Tailoring. Standard System Tailoring includes those modifications to the data entry screens and reports which do not involve changes to the applications and/or database. All other modifications are considered custom coding. All requirements for custom coding, in addition to those specifically referenced above, can be provided, but at a price in addition to those stated above. 3) Payment is due in full for all hardware/system software upon installation and CONTRACTOR certification of successful completion of manufacturer's standard installation/verification test procedures. 4) CONTRACTOR may take delivery and install in its Fremont Development Center, a subset of the CONTRACTOR-supplied hardware/system software, and workstation equipment and CITY -supplied workstation equipment to support system generation/tailoring activities. 'I 1 j' 5) All hardware/system software warranties shall commence upon CONTRACTOR certification of successful completion of manufacturer's standard installation/verification test procedures. 6) Program warranties shall commence upon satisfactory completion of the System Acceptance Test for each individual Subsystem. 7) The CONTRACTOR price for Oracle 7 is based upon a concurrent device count of 84 devices. At any point during the life of the System, should the CITY concurrent device count for users accessing Oracle-based Programs exceed this quantity, the CITY shall immediately notify CONTRACTOR of the revised quantities and make prompt payment to CONTRACTOR for all concurrent devices in excess of 84, at CONTRACTOR then current rate for Oracle 7 Runtime Licenses, plus the applicable Systems Integration Fees calculated at 22%. 8) While CONTRACTOR is supplying certain unique hardware/software components (as specified above), CONTRACTOR price assumes that the CITY will supply all requisite PC Workstation, report writing software, communications and networking equipment. 9) The CONTRACTOR price for Personal Computer Systems Integration services does assume that the CONTRACTOR will retain integration responsibilities for the CITY- Revision Date: 6/111197 Page 2 97-242 Exhibit B: Project Oeliverables supplied PC Workstations to support: CAD/2000 workstations; ARS/PC; GMS; RNC interface and GP A licensed products, only. 10) CONTRACTOR price for Systems Integration Services assumes that the CITY will assume integration responsibilities for all Motorola mobile data, voice communications and console electronics systems. 12) CONTRACTOR price assumes that the CITY will assume responsibility for the installation of all mobile computing equipment including the Motorola RNC6000. 13) CONTRACTOR price assumes that the CITY will provide the services and facilities necessary for the completion of this project within 18 months from project initiation. 14) CONTRACTOR price assumes that all existing CITY-provided components, (i.e., MDT's, bar code readers, Imaging System, etc.) will meet their intended use within the planned CONTRACTOR Program environment. 15) CONTRACTOR hardware price assumes that the CITY will supply all UPS equipment. 16) CONTRACTOR price assumes that all CITY-supplied LAN/WAN components, servers and workstations will provide the level of access, performance and reliability necessary to ensure the effective and undisturbed use of CONTRACTOR Programs. 17) CONTRACTOR price assumes that CITY personnel will install the client-based portion of the Programs on the CITY PC workstations, with CONTRACTOR providing up to 15 days of technical services in support of these installation activities. 18) The following is a description of the interfaces that will be installed. a) MOSCAD - CONTRACTOR will send a set of alphanumeric character strings to the MOSCAD system based upon the Fire units that are dispatched. This will be a single, on-site, serial, ASCII connection with a simple handshake. b) SIMS II - The CITY will provide standard Motorola SIMS II access and the Contractor will interface the SIMS II (Push to Talk) Unit Id information in the CAD 2000 System Window. c) VESTA 911rrDD - CAO/2000 will be installed with a standard interface to the City=s VESTA ALIffDO controller. It is understood that the City will be responsible for this equipment, any special interface adapters or controllers on the ALl equipment, and that this interface will be co-located with the CAD processor. Tiburon is not proposing any special cable runs, line extenders, modems or similar equipment to connect to this subsystem. The TOO conversations will be saved by the VESTA system for transfer to the CAD/2000 system. The TOO conversation will be stored in a separate file for inquiries and research. Revision Date: 6/111197 Page 3 97-242 Exhibit B: Project Deliverables d) MDT RNC 6000 - Contractor will provide an interface between the CAD/2000 system and a Motorola RNC6000 that is located in proximity to the CAD Server. Contractor will provide functionality that is similar to the current system. Some Police MDT codes, function names and screen formats may be slightly different based upon the current CITY supplied Mobile Data Terminal Manual. The Fire MDT interface cost may change when CONTRACTOR is able to review a FIRE MDT functional manual. e) CLETS/ ASAFE - Tiburon is proposing an interface to CLETS using the County of San Bernardino message switch. This interface will be supported by the CAD/2000 message switch, controlling all line protocols, message queuing and displaying. As a standard part of this facility, the CAD/2000 Message Reformatter is proposed. Via this facility, the input formats, data edits, AhellE information, and the creation of the reformatted message is defined on-line, and can be maintained by the user. t) NETCLOCK - CONTRACTOR will supply software to update the computer system time on the CAD, Police RMS and Fire RMS using the NETCLOCK hardware supplied by the CITY. g) ProQA - CONTRACTOR will add information as transferred from the Medical Priority ProQA system to the CAD/2000 call for service. The information that will be transferred to CAD/2000 from ProQA is the nature of call, priority and answers to the triage questions. This information will be added to the call as text. (Deleted) h) Document Imaging - CONTRACTOR will provide an access button on the Incident/Case screen that allows a user to start the current CITY Imaging Viewer application with the current CASE number. Once the Image Viewer is initiated, all access to the documents including paging, printing and researching other documents will rely on the CITY Imaging Viewer. 19) The following is a description of the custom software that will be installed. a) MDT Interface to SBCO using the following commands: WHO, WHERE, TO and ROUTE between the CITY and San Bernardino County b) The following CLETS responses will be forwarded to both the initiating terminal and to the controlling dispatcher: Stolen Vehicles, Felony Vehicles and Felony Warrants. c) MDT "On-Scene" Message - Create a system generated message when units (assigned to the same call) go on-scene. d) Applicant Tracking Mask For Personnel and Training - Enter into the alpha system all applicants with a new screen for the Personnel and Training system. Users will add a person to the Alpha system and track the different phases of the application process including testing, date and pass/fail. Revision Date: 6/11/197 Page 4 97-242 Exhibit A: Statement of Work CITY shall: a. Develop and enter all agency-specific data, which is to be entered manually. b. Be responsible for the accuracy of the data provided by the CITY. c. Utilize the Tiburon on-line reformatter to develop/tailor screen masks for CLETS/NCIC system inquiries. Completion Criteria: Completion of this task is assessed at the Subsystem level. lbis task is considered complete for each Subsystem when CONTRACTOR has trained CITY personnel on procedures for entering agency-specific forms and data for that Subsystem. Task 13: TechnicallUser Training and Documentation Objective: Conduct technical/user training for each Subsystem and deliver all prerequisite documentation. Task Description: A comprehensive training program will be developed and scheduled for CITY personnel. Training will be conducted to thoroughly train CITY Training personnel on the proper use of each Subsystem and CITY Technical personnel on the proper operation and support of the installed systems. A set of user and technical documents will be provided for each installed Subsystem. Training Sessions will be conducted by Subsystem, according to the following groupings: CAD/2000 Police RMS/2000 Fire RMS/2000 CMS/2000 Computer Aided Dispatch system - PolicelFire Records Management System - Police Records Management System - Fire Corrections Management System Revision Date: 2/ 19/97 Page 16 97-242 Exhibit B: Project Deliverables e) Traffic Engineering Modifications to TCOL - This 5 days of programmer time for additional changes once the Traffic Engineer are familiar with the new product. f) APB Screen for Terminals and MDTS - Convert the ad hoc BRUT APB screen to an integrated RMS function. Revision Date: 6/111197 Page 5 97-242 City of San Bernardino CAD,RMS and MDT System Computer Aided Dispatch Servers 1 Dual DEC AlphaServer 1000 5/400 Unix Server $ 79,874.00 $79,874.00 High Availability, 256MB memory, 6 Gb disk per, media and "C" Police RMS, Jail RMS Server and Fire RMS 1 DEC AlphaServer 4000 5/400 Unix $ 57,578.00 $57,578.00 14.7 GB disk, Raid, 512 MB memory, 8 GB Tape Dr. Oracle Products 63 Oracle 7 (Concurrent Police User) Runtime License $ 1,000.00 $63,000.00 15 Oracle 7 (Concurrent Fire User) Runtime License $ 1,000.00 $15,000.00 3 Oracle 7 (Concurrent User) Full Use License $ 1,750.00 $5,250.00 3 Oracle Programmer12000 $ 695.00 $2,085.00 Police CAD Workstations 11 Colorgraphics PCI Video ( Quad) $ 1,095.00 $12,045.00 11 eXceed X-window emulator $ 295.00 $3,245.00 3 Colorgraphics PCI Video ( Dual) $ 895.00 $2,685.00 Fire CAD Workstations 6 Colorgraphics PCI Video $ 1,095.00 $6,570.00 6 eXceed X-window emulator $ 295.00 $1,770.00 MIS CAD Workstations 4 Colorgraphics PCI Video $ 1,095.00 $4,380.00 2 eXceed X-window emulator $ 295.00 $590.00 GMS Servers 1 Colorgraphics PCI Video $ 1,250.00 $1,250.00 Network Equipment 1 Async-Bisync Converter $ 2,595.00 $2,595.00 Page 1 97-242 City of San Bernardino CAD,RMS and MDT System Miscellaneous HandwarelSoftware 1 RNC 6000 Interface PC 1 Microfocus Cobol Compiler 1 Field Reporting Report Control System PC using NT Server $ 3,800.00 $ 2,850.00 $ 7,800.00 $3,800.00 $2,850.00 $7,800.00 System Integration Service $ 59,921.00 Project Management $ 157,061.00 General Technical Services - includes Oracle installation $ 87,256.00 Travel Expenses $ 72,765.00 Page 2 97-242 City of San Bernardino CAD,RMS and MDT System Application Software License $ 251,180.00 DEC Alpha CAD12000 Nucleus License Service Types - Law Enforcement and Fire Dispatcher - 17 licenses MultiJurisdiction ( 4 additional Jurisdictions) Real Time Mapping Server Real Time Mapping Workstation - 17 licenses Geographic Maintenance System MOSCAD(INTRACK Interface) Sims II Interface MDT RNC Interface Police and Fire ASAFElCLETSINCIC Interface NETClocik Interface CARS - PC based CAD Activity Reporting Training $ 51,851.00 Technical Services Specification, Installation, Tailoring and Certification Services $ 84,261.00 Conversion None Extemallnterfaces $ 158,246.00 ASAFElStateJNCIC Interface MOSCAD (Intrack like) Paging MDT-Police(RNC) MDT-Fire High Priority Dual Response for Felony Warrants & Vehicles RTM - Mapping Stations Setup and Configuration High Availability Setup Remote SBCO Interface for WHO, WHERE, TO and ROUTE SIMS II Interface Custom Program and Design $ 159,692.00 Centerline Map Conversion GeoFile Development & RTM Map Support Services Request System MDT "On-scene" Messsage APB System for MDT's and Terminals CARS Customization ~ I Page 3 97-242 City of San Bemardino CAD,RMS and MDT System Application Software License $ 147,615.00 Police RMS12000 Nucleus Alpha System (MNI) Location System Incident Tracking Property/Evidence Management Special Flags General Inquiries Modules: Warrant Tracking Criminal Records Juvenile Records Traffic Management Investigative Case Mgmt. Crime Analysis System PersonnellTraining UCR Statistics Gang System Officer Activity Bicycle Registration Licenses/Permits Special Intelligence Neighborhood Watch Inventory Other Modules Graphical User Interface (150) Calls for Service Unit history Report Control System Field Reporting Licenses (Unlimited) Document Imaging Interface Training $ 44,991.00 Technical Services Specification, Installation, Tailoring and Certification Services $ 79,668.00 Conversion (included in Technical Services) External Interfaces $ 12,792.00 Document Imaging Interface Program and Design Services $ 25,584.00 False Alarm Changes 10 Days Duty Roster Changes 10 Days Applicant Tracking Screen Traffic Engineering Changes 5 Days =- Page 4 97-242 City of San Bernardino CAD,RMS and MDT System Application Software License CMS12000 Nucleus Alpha System (MNI) Facility Management Event Processing Booking Release Processing Modules: Medical Processing Other Modules Graphical User Interface $ 55,080.00 Training $ 19,664.00 Technical Services Specification, Installation, Tailoring and Certification Services Conversion (None) External Interfaces (None) Program and Design Services To be defined during System Specification 10 Days $ 51,419.00 $ 8,200.00 Page 5 l r 97-242 City of San Bernardino CAD,RMS and MDT System Application Software License Fire RMS12000 Nucleus CFIRS Incident Reporting Fire Prevention Personnel & Training Hazardous Materials Apparatus/Equipment Maintenance Central Stores/Inventory $ 75,385.00 Training $ 26,219.00 Technical Services Specification, Installation, Tailoring and Certification Services Conversion (None) External Interfaces (None) Program and Design Services To be defined during System Specification 10 Days $ 61,910.00 $ 8,200.00 Less 10% discount ($197,133.00) Sales Tax at 7.75% $55,913.00 Page 6 UH97_242 Exhibit C Initial Project Schedule 97-242 00 c 0 :::; '" ~ " 0 :::; '" ~ " 0 :::; '" c 0 :::; ... - - ~ " 0 :::; '" c 0 :::; - l- N Gl C 'C 0 :::; l! I- - Cl ~ Q. " 0 0 ::::l :::; c E I- - ~ 0 Gl C 0 l'Cl - :::; Ul C >- - ... Gl U) '" " m c 0 :::; C 0 - l'Cl ; 00 U) l'Cl " E 0 .... :::; 0 ~ .e '" .5 " 0 () :::; f - u: <0 " - 0 Gl :::; .!:! '" 0 " 0 ll. :::; ... " 0 :::; '" " 0 :::; N " 0 :::; ~ " 0 :::; .. ... .. {J. 3: .~ E CU '* 0:: ,., " "," m.2CU 1i8_ :s1Ja f.j)~~ ~ Q)~:I:2'C.!1- :::ic ~'u"E'5:::: c-.. 00 ~,,"'-- -'- U:: o.~ CU i'iii.2 g'Qi5 O. en = - ... E u'- > ~ ~Ol!'5g~ C.-..C.s:e ~ < w 0 ~ ~ ~ ... ~ Q) C~~~~~~~"":~~ <II(_NM'lfI.OCO""'COQ)O o ~ E S 3: ~ .9:!(I') >- ~gU; Q) c cf) Q) > o.5~ :::is "'O'ii g.. 5CCQ)....tU Ie <V.2 c: Q) 0 m'o "'1:)"2 >!E ::tRgC"a;.sij a::CI)~.rt=8(.) !""=Nri..ttOtO u: E S ~ ~ .- '" ai=ci_ c: a:: _ ell .2 Q) c: en Q) ~.:! oBI- Q)...J S ..-o(i ~.s:;:; U)Bc:ccno...fl ::E t;:: ca ,2 c: (J OJ t;:: Q:'oouct'lIi;:e 8..1iS"i!1i'SQ) ~CI)I-u..I-CCJO O""=NM""IlicOr--: Q. E S 3: .. .9:! ?i >- ~J!U; CD -S~t! 3c g:;:;:;;ai g~ o3ccC)...m !:::!q::tU.2cCDO ""u ~tl'i= >~ :E:g,,g "l!.s.. ~",{J.1r.....80 ... c;-NC"'i"lliu;cci .., 97-242 Exhibit D Payment Schedule 97-242 City of San Bernardino Payment Schedule Subcontractor LicellSc' Task Description % Payment Basis Month Fees Fees Services 0 Contract Execution 5% Tiburon Services 0 $55,432.00 50% Tiburon License Fees 0 $ 238,167.00 3 System Specifications Accepted CAD12000 5% Tiburon Services 3 $55,432.00 RMS12000 - Police 5% Tiburon Services 5 $55,432.00 CMS12000 - Police 2% Tiburon Services 6 $22,173.00 RMS12000 - Fire 3% Tiburon Services 8 $33,259.00 8 Baseline Software Installed 5% Tiburon Services 4 $55,432.00 9 TailoringlCustomization CAD12000 7% Tiburon Services 6 $77,605.00 RMS12000 - Police 7% Tiburon Services 8 $77,605.00 CMS12000 - Police 2% TibW'OD Services 9 $22,173.00 RMS12000 - Fire 4% Tiburon Services 11 $44,346.00 10 Onsite Installation: CAD12000 7% Tiburon Services 6 $77,605.00 RMS/2000 - Police 7% Tiburon Services 8 $77,605.00 CMSI2000 - Police 2% Tiburon Services 9 $22,173.00 RMSI2000 - Fire 4% Tiburoo Services 11 $44,346.00 DEC Systems 100% Equipment on Delivery 5 $245,130.00 11 Geofile Delivered 5% Tiburon Services 7 $55,432.00 13 Tech/User Training Complete CAD12000 4% Tiburon Services 10 $44,346.00 RMS/2000 - Police 3% Tihuron Services 11 $33,259.00 CMS12000 - Police 1% Tiburon Services 11 $11,086.00 RMS12oo0 - Fire 2% Tiburon Services 14 $22,173.00 15 Contractor Certification CAD12000 3% Tiburon Services 11 $33,259.00 RMS12000 - Police 3% Tiburon Services 12 $33,259.00 CMS12000 - Police 2% Tiburon Services 13 $22,173.00 RMS/2000 - Fire 2% Tiburon Services 16 $22,173.00 16 Subsystem Acceptance CAD/2000 3% Tiburon Services 12 $33,259.00 RMS/2000 - Police 3% Tiburon Services 14 $33,259.00 CMS/2000 - Police 2% Tiburon Services 14 $22,173.00 RMS/20oo - Fire 2% Tiburon Services 16 $22,174.00 18 Final Source Code Delivered 50% Tiburon License Fees 17 $238,167.00 Sub Totals $245,130.00 $ 476,334.00 $1,108,643.00 Total for All Categories $1,830,107.00 Page 1 97-242 Exhibit E Assumptions and City Responsibilities 97-242 Exhibit E: Assumptions and CITY Responsibilities Assumptions and CITY Responsibilities: I. The CITY will provide a project manager designated by the CITY who will be the primary representative and contact with CONTRACTOR. 2. The CITY will assign one or more training officers, designated at project initiation, who will work with the CONTRACTOR staff for the duration of the project. 3. All documents will be approved or rejected by the CITY within 10 working days of submission, unless explicitly addressed in the Contract or Statement of Work. 4. Facilities will be made available for the installation of the central computer, communication lines and modems, tenninals and printers plus any related peripheral components at all sites at which equipment is to be installed. These facilities will be made available in a timely manner to allow for installation and adequate testing prior to certification. 5. Electrical power and adequate air conditioning will be provided by the CITY for the operation of the computer equipment and all peripheral components. 6. The CITY is providing the E-911 equipment with interface hardware at a location convenient to the CAD central processor. 7. Two (2) dial-up telephone lines will be available in the computer room for the purpose of remote hardware and software support. 8. The CITY will provide and install cabling from personal computers, printers, tenninals, etc. to the CITY supplied patch panels in the computer room. 9. The CITY will provide and install any required racks, modems, lines and other equipment not explicitly included in this proposal. 10. Coordination with other CITY agencies, other governmental agencies and the CITY's vendors and common carriers will be the responsibility of the CITY. II. All necessary certifications, approvals and other related issues will be completed by the CITY to provide sufficient time for CONTRACTOR staff to install and test all required interfaces to external networks and systems. 12. Data entry support personnel and supervisory staff will be provided by the CITY to enter all needed support data such as code tables and to correct data bases prior to conversion. 13. Any data file conversion will apply to the files as provided by the CITY, with no additional data nonnalization or verification, and all files for conversion will be provided with adequate time for conversion and testing. 14. The CAD geographic file will be provided by the CITY, and will be made available at least 90 days prior to functional testing. Revision Date: 2/17/97 Page 2 97-242 Exhibit E: Assumptions and CITY Responsibilities 15. All issues regarding file capacities, performance, reliability, serviceability, response times or functionality are based upon the information provided by the CITY in the Request for Proposal and associated addenda. 16. For any proposed equipment purchased directly by the CITY, the CITY will assume all responsibility and costs for acquisition, shipping, installation, configuration, configuration updates, sizing and performance, system software installation and setup, and compatibility with proposed application software. 17. Any changes to the scope of the project or equipment to be delivered will be managed through a standardized project change order procedure. 18. The CITY will provide the necessary classrooms, facilities, materials, copies of documentation, lines to data terminals and related equipment to support training classes. 19. Travel and per diem expenses for any off-site activities by CITY staff will be the responsibility of the CITY. 20. The CITY will provide work space for at least two CONTRACTOR staff members, plus 24-hourl7- day access to the workplace, central processor and related systems, plus standard office facilities. 21. A telephone will be made available at each of the two work spaces, plus adjacent to the central processor for the duration of the project. CONTRACTOR will be responsible for all long-distance charges while on-site. 22. Reasonable clerical, reproduction and facsimile services will be made available to the CONTRACTOR project team. Revision Date: 2/17/97 Page 3 97-242 Exhibit F License Agreement 97-242 TffiURON, INC. SOFfW ARE LICENSE AGREEMENT This Agreement entered into this _ day of , 19 _ by and between the City of San Bernardino hereinafter called "CLIENT" and Tiburon, Inc., a Virginia corporation having its office at 39350 Civic Center Drive, Suite 280, Fremont, California, hereinafter called "TIBURON". Witnesseth WHEREAS, the CLIENT requires to License APPLICATION SOFTWARE from TIBURON, NOW THEREFORE, in consideration of the mutual covenants contained herein, the CLIENT and TIBURON agree as follows: 1. DEFINITIONS. For the purposes of this Agreement, the following are defmed terms: a. The term APPLICATION SOFTWARE shall mean licensed information processing programs, source code, object code and associated documentation. b. The term ERROR shall mean a defect in the code or in the documentation that prevents the code from functioning in material conformity with the specification. c. The term MAINTENANCE shall mean program logic and documentation changes and improvements to correct known defects and maintain the operational quality of the APPLICATION SOFTWARE. d. The term ENHANCEMENT shall mean any added functionality or changes provided by Tiburon, Client or any third party to the functionality of programs or materials not included in the APPLICATION SOFTWARE at the time of the execution of the original LICENSE-TO-USE Agreement. e. The term SYSTEM SPECIFICATION shall mean CLIENT approved and documented ENHANCEMENTS to the APPLICATION SOFTWARE. 2. LICENSE TIBURON hereby grants to CLIENT, and CLIENT hereby accepts, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable, perpetual license to TIBURON APPLICATION SOFTWARE and ENHANCEMENTS as described in Appendix A. The license granted by this Agreement authorizes use of TIBURON APPLICATION SOFTWARE solely on Hardware performing work for Client. 3. PROPERTY RIGHTS Tiburon warrants that it is the sole owner of the APPLICATION SOFTWARE and has full and exclusive right, title and interest in the APPLICATION SOFTWARE, including all intellectual property rights. The original and any copies of the APPLICATION SOFTWARE, in whole, or in part, including any subsequent changes due to MAINTENANCE or ENHANCEMENTS by Tiburon, Client or third parties, shall be the exclusive property of Tiburon. 97-242 Software License- To-Use Agreement (con!.) 4. NON-DISCLOSURE. CLIENT is advised and hereby agrees that the APPLICATION SOFTWARE constitutes trade secrets and proprietary information of TIBURON. CLIENT shall not, without TIBURON's prior written consent, (a) reproduce, sell, lease, assign, transfer, license, sublicense, share, give, otherwise dispose of the APPLICATION SOFTWARE or any parts thereof; (b) permit the APPLICATION SOFTWARE or any parts thereof to be copied or reproduced by any persons or entities; (c) permit the APPLICATION SOFTWARE or any parts thereof to be used by third parties whether agents or consultants of the CLIENT in the course of their employment by the CLIENT; or (d) disclose the APPLICATION SOFTWARE or any parts thereof to any persons or entities except to employees of CLIENT solely for the purpose of using the APPLICATION SOFTWARE in the course of their employment by CLIENT. 5. RESTRICTIONS ON USE AND TRANSFER CLIENT may make backup copies of the APPLICATION SOFTWARE for CLIENrs own use and security. Any backup copies shall be stored at a location or locations under the direct control of CLIENT. No additional backup copies are authorized except to remedy media failure. CLIENT may make copies of documentation for CLIENTS own use. In no event with out Tiburon's written consent may copies of documentation or APPLICATION SOFTWARE be transferred to a third party. CLIENT may not distribute the APPLICATION SOFTWARE or any part of the materials relating thereto to a third party. CLIENT may not transfer this license. These restrictions apply to all derivative products of the APPLICATION SOFTWARE, regardless of whether modifications were made by Tiburon, CLIENT, or a third party. 6. WARRANTY TIBURON makes no warranty that all ERRORS have been or can be eliminated from the APPLICATION SOFTWARE. TIBURON warrants that the APPLICATION SOFTWARE will perform free of ERRORS that would prevent the APPLICATION SOFTWARE from operating in the marmer described in the TIBURON SYSTEM SPECIFICATION. This Warranty shall commence upon Final System Certification and shall continue for a period of twelve (12) months. Modifications to APPLICATION SOFTWARE by Client or third parties without the prior written consent of Tiburon will void this warranty. Page 2 97-242 Software License- To-Use Agreement (cont.) 7. LIMITATION OF LIABILITY THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TIBURON WILL NOT BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PARTY. IN NO EVENT SHALL TIBURON NOR ANY PERSON CONNECTED WITH TIBURON BE. LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY INCLUDING ANY LIABILITY RESULTING FROM THE OPERATION OR FAILURE TO THE APPLICA TION SOFTWARE. 8. TERM This license is effective until terminated. It will be terminated if CLIENT fails to comply with any term or condition of this License Agreement. CLIENT may terminate this agreement at any time. In the event of termination CLIENT agrees to destroy the APPLICATION SOFTWARE including all copies and related material. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first above written. Signatures: CLIENT: TIBURON: Name: Title: Date: Page 3 97-242 Software License-To-Use Agreement (con!.) Appendix A Licensed Application Software and Use Configuration 1. COVERED APPLICATION SOFTWARE The Software License Agreement is limited to the following APPLICATION SOFTWARE as described below or as modified in writing by authorized representatives ofTIBURON and CLIENT. I. CAD/2000 Computer Aided Dispatch 2. RMS/2000 Police Records Management 3. RMS/2000 Fire Records Management 4. CARS Activity Reporting System for CAD/2000 5. CMS/2000 Corrections Management Software i I I I i 2. LICENSED CONFIGURATION CLIENT agrees that it will (a) cause the APPLICATION SOFTWARE to be used and operated in accordance with its intended use; and (b) notify TIBURON of the location of the APPLICATION SOFTWARE and all copies thereof; and (c) restrict the number of servers, terminals and workstations using the APPLICATION SOFTWARE to the numbers of units described below or as modified in writing by authorized representatives of both TIBURON and CLIENT. Description 1 'nits CAD/2000 Server(s) Police RMS/2000 Server(s) Fire RMS/2000 Server(s) CAD/2000 Workstations GMS Workstations ARS/PC Workstations RMS/2000 Workstations Mobile Data Terminals I I I 21 I I 250 200 Page 4 97-242 Exhibit G: Agreement for Extended Support EXHIBIT G Agreement for Extended Support Revision Date: 2/17/97 97-242 Exhibit G: Agreement for Extended Services Tiburon, Inc. Agreement for Extended Service Ibis Agreement for Extended Services is entered into this _ day of ,1996, by and between the City of San Bernardino, California, hereinafter called "CITY" and Tiburon, Inc., having its office at 39350 Civic Center Drive, Suite 280, Fremont, California 94538, hereinafter called "CONTRACTOR. " Witnesseth WHEREAS, CITY has determined that it requires the categories of application software maintenance on the software systems which have been provided to CITY by CONTRACTOR under this Integrated Public Safety System Agreement and which are initialed below and which are referred to hereinafter collectively as the "Programs," 24/7 Gold Card CITY CONTRACTOR Service Service Initials Initials Option Option Software Application "X" "XII incl Computer Aided Dispatch (CAD/2000) system Records Management System (RMS/2000 - Police) Records Management System (RMS/2000 - Fire) Corrections Management System (CMS/2000) incl WHEREAS, CITY therefore requires the provision of professional and technical services and materials as specified in this Agreement for Extended Services, and WHEREAS, CONTRACTOR is qualified to provide the services and materials required by CITY as specified in this Agreement for Extended Services. NOW THEREFORE, in consideration of the mutual covenants contained herein, CITY and CONTRACTOR agree as follows: Revision Date: 2/18/97 Page 1 97-242 Exhibit G: Agreement for Extended Services 1. Period of Performance The term under which CONTRACTOR shall be obligated to perform under this Agreement for Extended Services shall commence upon initiation of warranty coverage for the first installed component of the System, and shall continue for a period one (1) year from the date of System Acceptance of the last Subsystem to be placed into a production status. 2. Statement of Work With respect to the System, CONTRACTOR shall perform the following maintenance services: a) CONTRACTOR shall retain a copy of the source code for the Programs. b) If during the term of this Agreement for Extended Services, (1) CITY discovers defects in the Programs as defined herein, (2) CITY notifies CONTRACTOR of such defects in writing; and (3) such defects are reproducible, then CONTRACTOR shall provide in a mutually agreeable time period corrections of such defects. Defect support shall be provided according to the Section 3.4.2 - Remedies for Failure to Perform of the Integrated Public Safety System Agreement. Program defects are those in which CONTRACTOR application software does not operate according to the System Specification Document agreed to by the CITY and CONTRACTOR. c) If problems arise concerning the Program, CONTRACTOR 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, CONTRACTOR will travel to the site at no additional charge. If remote support is not available, travel and per diem costs will be charged. d) CONTRACTOR shall provide CITY with a monthly status report to include a sununary of outstanding problems and requests. e) CONTRACTOR shall provide toll-free telephone service for routine operational and technical assistance. f) CONTRACTOR shall visit CITY atleast every eighteen months to conduct an operations review of CITY's Programs. There shall be no additional technical service or travel expense charges for these visits. g) Technical and operational service shall be available during CONTRACTOR's Basic Services hours of 6:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and CONTRACTOR holidays) and at additional times according to the terms defmed in the Schedule of Services and Charges which is attached as Attachment A and incorporated herein by reference. Revision Date: 2/18/97 Page 2 97-242 Exhibit G: Agreement for Extended Services h) CONTRACTOR shall provide software upgrades and enhancements as per the schedule and charges stated in Attachment A. Any software upgrades and enhancements installation and associated special tailoring required shall be charged at the Technical Service Rate as identified in Exhibit A. All such software provided by CONTRACTOR shall be covered by the terms of this Agreement for Extended Services. I) CONTRACTOR shall work with the CITY to develop and document proper system administration and database administration procedures for use by the CITY in the effective support of the System. j) CONTRACTOR shall provide the CITY with all State of California mandated changes for the Department of Justice Bureau of Criminal Statistics (BCS) reporting and for the California Law Enforcement Telecommunications (CLETS) system at no additional charge to the CITY, except for the technical services required for installation and/or data conversion, at CONTRACTOR s normal technical service rates as listed in Attachment A (below). Should the State of California adopt new reporting standards such as NIBRS based reporting or require changes to the CLETS interface protocol, Tiburon reserves the right to provide such changes at a mutually agreeable price. Corrections for reported problems or defects due substantially to CITY's unauthorized changes to the System environment, (i.e., other than routine system administration changes) or relating to CITY-modified portions of the Program or to portions of the Program affected by CITY-provided software, or erroneously reported problems that are outside of Exhibit K - System Specification such as changed data fields edits, CONTRACTOR supplied reports, CITY supplied reports, etc., shall be performed by CONTRACTOR in a timely manner and will be charged at the CONTRACTOR s then Technical Service Rate, plus applicable travel and per diem expenses as defined in Attachment A of Exhibit G. 3. CITY Responsibilities CITY agrees to provide those services and facilities defined below which are necessary for the provision of services by CONTRACTOR under this Agreement for Extended Services. CITY and CONTRACTOR agree that the scope and schedule of services to be provided by CONTRACTOR under this Agreement for Extended Services depend upon the timely fulfillment of CITY respon- sibilities. a) CITY shall assign a Project Manager or designee to ensure that CITY's duties set forth in this Agreement for Extended Services are met, to serve as the primary contact for all CONTRACTOR maintenance activities, to coordinate appropriate schedules in connection with CONTRACTOR's services hereunder, and to provide other coordination activities which are necessary for CONTRACTOR to perform its services hereunder. CITY shall maintain performance logs documenting trouble Revision Date: 2/18/97 Page 3 97-242 Exhibit G: Agreement for Extended Services calls and availability of on-line systems according to procedures provided by CONTRACTOR. b) CITY shall assign individual(s) who are familiar with the Programs, the operating system and the database facilities and who are able to provide on-site technical assistance as required by CONTRACTOR to assist CONTRACTOR in performing its services hereunder. c) CITY shall inform CONTRACTOR in writing prior to making any CITY-applied changes to the Programs or System environment that the CITY believes may affect operating performance and maintenance procedures. d) For RMS/2000, CITY shall ensure that appropriate journal logs are copied onto tape daily, that the appropriate database is copied onto tape or disk weekly, and that full tape backup is taken on a regular basis. e) For RMS/2000, CITY shall (I) run file integrity programs and forward the results to CONTRACTOR, (2) print database maps and forward them to CONTRACTOR, and (3) run the database purge programs according to the CITY's Archive/Purge Management policies, in order to maintain database efficiency. f) CITY shall provide dial-in access to CITY's DEC servers, making them accessible by CONTRACTOR for remote service. CITY is responsible for the provision of all local equipment (telephone termination, communications port, etc.) required to support access by CONTRACTOR. CONTRACTOR is responsible for remote equipment and all line charges. CITY shall also compile programs and run appropriate tests following each remote access, as requested by CONTRACTOR and under the direction of the CONTRACTOR. g) CITY shall provide a complete copy of production source code to CONTRACTOR, in a format compatible with CONTRACTOR support environment, so that CONTRACTOR has ready access to the code for maintenance work. Complete replacement copies shall be made available on a timely basis upon request by CONTRACTOR should the CITY make changes. CITY shall be responsible for storing a complete copy of the current production source code off-site as an emergency backup. h) CITY shall meet with CONTRACTOR as may be reasonably required to discuss operational issues and the status of the Programs and System and provide within a mutually agreeable period responses in writing to maintenance related issues raised by CONTRACTOR. I) CITY shall update and maintain the input data as may be required for satisfactory Program operation, and be responsible for the accuracy of CITY -provided data. Revision Date: 2/18/97 Page 4 97-242 Exhibit G: Agreement for Extended Services 4. Payment CITY shall make payments to CONTRACTOR based on invoices submitted. Schedules and amounts of invoices shall be determined in accordance with Attachment A. 5. Independent CONTRACTOR Each party hereto, in performance of this Agreement for Extended Services, 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. CONTRACTOR 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 Extended Services for that or any other related reason. 6. License With respect to each version/release, correction, or enhancement to the Programs furnished to CITY under this Agreement for Extended Services, CONTRACTOR grants to CITY a perpetual, non- exclusive, non-assignable, non-transferable license to use such change solely as part of the Programs and according to the terms of the Tiburon Software License Agreement. 7. CITY Modifications CITY may modify the Programs subject to prior approval by CONTRACTOR of the change to be made and the person or entity making such change. 8. Confidential Information CONTRACTOR shall regard all CITY files and data as CITY's confidential information. CONTRACTOR shall not release said data to outside parties without written consent of CITY. To the extent allowed by law, CITY shall regard all software and documentation provided by CONTRACTOR as confidential information. CITY shall not release or provide access to said software and documentation to outside parties without written consent of CONTRACTOR. 9. Termination Ibis Agreement for Extended Services may be terminated by either party by giving at least ninety (90) days advance written notice to the other party. Upon termination of this Agreement for Extended Services for any reason, the provisions relating to License and Confidential Information shall survive. 10. Applicable Law Ibis Agreement for Extended Services shall be construed in accordance with and governed by the Revision Date: 2/18/97 Page 5 97-242 Exhibit G: Agreement for Extended Services laws of the State of California. 11. Limitation of Liability and Rernedies Upon the effective date of this Agreement for Extended Services, CONTRACTOR's liability hereunder for damages shall not exceed the armual maintenance charge paid to CONTRACTOR for the period in which the cause of action occurred. 12. Entire Contract Ibis Agreement for Extended Services 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. No provision can be modified unless expressly accepted and approved in writing by both parties. IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth below: CITY: CONTRACTOR: Signature of Authorized Representative Signature of Authorized Representative Name Name Title Title Date Date Revision Date: 2/18/97 Page 6 97-242 Exhibit G: Agreement for Extended Services ATTACHMENT A Schedule of Services and Charges Basic Services Fees The following fees represent CONTRACTOR s charges for maintenance support, by Subsystem, for the fIrst year following the expiration of warranty for each Subsystem. Programs CADf2000 $ Police RMSf2000 CMSf2000 Fire RMSf2000 Total $ $ $ $ 112,050.00 CONTRACTOR will provide basic services as defined in the Statement of Work contained in the body of this Agreement for Extended Services. General support for all Program components is 6:00 a.m. to 5:30 p.m. PacifIc Time (excluding weekends and CONTRACTOR holidays) and 24 hours per day, 7 days per week for critical Program problems. Basic Services also include the base membership dues for two voting memberships in the CONTRACTOR User Group. Release ManalZement ProlITam $ Incl. A comprehensive Release Management Program provides new software releases for the Programs on approximately a serni-annual basis and new versions of the Programs on a biennial basis. Maintenance modifIcations provided through the Release Management Program shall include modifIcations or revisions which correct errors in the Programs and documentation and provide functional updates to the Programs. Installation of new releases can be conducted by CITY personnel, or by CONTRACTOR at CONTRACTOR s normal technical service rates listed below. Installation support for new versions will require CONTRACTOR technical services at CONTRACTOR s normal technical service rates as listed below. Prepaid Technical Support Resource Pool $_-0-_ A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical Support shall be calculated at the CONTRACTOR facility rate and will be subtracted from this pool of funds as incurred. Any unused portion of this pool shall be carried over to the next contract year. Gold Card Service Option $_-0-_ A total support program can tailored for the CITY and includes a schedule of on-site visits by CONTRACTOR personnel for database management, working with end users to identify and resolve problems and to apply agreed upon software changes, installation of new software products obtained Revision Date: 2/18/97 Page I 97-242 Exhibit G: Agreement for Extended Services through this Agreement for Extended Services, and a comprehensive training program. (If selected by CITY the terms of this option are defined in the Gold Card Service Schedule which can be attached as Attachment C and incorporated herein by reference.) Additional Tiburon User GrOUD MembershiDs $_- 0 _ In addition to the two voting memberships in the Tiburon User Group which is included in Basic Services, up to three additional voting memberships may be purchased for $175 each. Additional Charges The following charges can be deducted from the Prepaid Technical Support Resource Pool, or if that option is not available, they shall be invoiced to the CITY as incurred. 1. Technical Service Rates Technical support shall be charged at the following rates: At CONTRACTOR Facilities: $ 125 per staff hour At CITY Site: $ 150 per staff hour A minimum of four (4) hours per occurrence will be charged for work conducted at CONTRACTOR facilities and a minimum of eight (8) hours for work at the CITY site, which is not covered under Basic Services described above. 2. Materials, Travel and Per Diem Expenses For unscheduled occurrences, all special materials, plus travel and per diem expenses shall be charged to CITY at cost. When incurred on a scheduled (Le., non-emergency) basis, travel and per diem expenses shall be no more than the prevailing rate for CITY employees. 3. Call-Out Charges Requests for services outside of the hours of 6:00 a.m. to 5:30 p.m. Pacific Time, on weekends, and on CONTRACTOR holidays, will result in an additional call-out charge as follows: Off-Hour Call-Out Fee: $ 250 per occurrence No more than one call-out fee will be billed per system per day. 4. Software Upgrades Software upgrades or enhancements are made available to CITY through the Release Revision Date: 2/18/97 Page 2 97-242 Exhibit G: Agreement for Extended Services Management Program. Any Technical Services required to implement these software upgrades or enhancements will be charged on a time and materials basis, per the schedules in Paragraphs 1 and 2 above. These services include, but are not limited to, additional training, software installation, database modification, custom or extensive tailoring, and any control and/or operating system modifications. 5. No Remote Access All charges in this Agreement for Extended Services are predicated on CITY providing the required hardware, software, and operating environment for dial-in service at CITY site(s). If CITY does not provide this support for dial-in service at CITY site(s), the following additional charges will apply: CAD/2000 RMS/2000 $ 500 per month $ 500 per month In addition, travel and per diem expenses for on-site support required due to lack of remote access will be charged as defined in Paragraph 2 above. Pavment Provisions Payments due under this Agreement for Extended Services shall be made based on invoices submitted in advance on an annual basis for Basic Services and Options or as incurred for rniscellaneous expenses. Charges provided for in this section may be altered by CONTRACTOR annually on the anniversary date of the Agreement for Extended Services by giving 90 days' advance written notice of such changes. Charges for basic maintenance support shall not increase by more than 7% per year for each year after acceptance, except in any year in which the V.S. cities consumer price index exceeds 7%, in which case the price increase shall not exceed the V.S. Cities consumer price index increase percentage. The amount of any tax, license, or permit fees, but not including taxes on income, that may be imposed or levied upon this Agreement for Extended Services, the transaction, or the materials or services delivered hereto, shall be added to each invoice and paid by CITY in addition to the amounts shown above. CITY shall pay each invoice within 30 days of receipt and acceptance of each invoice thereof. Revision Date: 2/18/97 Page 3 97-242 Exhibit H: Performance Test Plan EXHIBIT H Performance Test Plan Revision Date: 2/17/97 97-242 Exhibit H: Performance Test Plan EXHIBIT H Performance Test Plan As part of the Functional Acceptance Testing Process, CONTRACTOR will work with CITY project personnel to conduct System Performance Tests. These tests will be conducted to verify that: a) a representative sample of CONTRACTOR RMS2000 transactions provides a Response Time of three (3) seconds or less, ninety percent (90%) of the time; b) a representative sample of CONTRACTOR CAD transactions provides a Response Time of two (2) seconds or less ninety percent (90%) of the time. A Representative Sample of the following transactions will be included in the Performance Testing procedures: CAD Incident Entry CAD Status Changes Updates - Single System Extended Updates - Multiple Systems Screen Retrieval Inquiries - Data output as is Formatted Inquiries/Reports - Data output formatted Input Form Requests Menu Requests/Steps Help Requests Address Verification Requests Name Match Processing Requests As part of the System Specification Review process, CONTRACTOR will work with CITY project personnel to develop a mutually agreeable set or representative sample of Public Safety transactions for use in conducting the System Performance Tests. The proposed System Performance Testing parameters are contingent upon the following provisions: a) Extended Updates - In measuring extended update transactions, each spawned process will count as one transaction (i.e., if the transaction updates both the Incident System and the Interagency Database, it will be treated as two (2) transactions). Revision Date: 2117/97 Page 1 97-242 Exhibit H: Performance Test Plan b) Each Screen Retrieval Inquiry transaction which examines more than 1,000 database records will count as one transaction (i.e., if the inquiry examines 2,000 database records, it will be counted as two (2) transactions). c) Each formatted Inquiry/Report transaction which examines more than 100 database records will count as one transaction per 100 records (i.e., if the inquiry examines 200 database records, it will be counted as two (2) transactions). d) The following transactions or processes will not be run concurrently with the System Performance Test period: Ad hoc Inquiries/Reports Inquiries/Reports which examine more than 15,000 records Data Base Creation facilities Batch processes System Updates - Code table builds/rebuilds Program compiling, linking, etc. Data Base Maintenance: - Backups - Data Base Purges - Data Base/Index Restructuring - Transactions which update over 50 table records/entries e) During system performance testing, the host system must not be constrained by non- CONTRACTOR provided applications. f) Response times are measured from the time the user depresses the enter key, to the time the fIrst page of output is displayed on the workstation. g) During the RMS/2000 system performance testing, the system must not be constrained by more than 40% of the total number ofRMS users for RMS/2000 testing. During system performance testing, the CAD/2000 system will perform with five (5) Dispatchers/Call Taker Positions. h) Measurements will be conducted in a controlled environment isolating all CITY-to-server communications from any network-imposed constraints. Revision Date: 2117/97 Page 2 I 97-242 Exhibit G: Agreement for Extended Services 1. Period of Performance The term under which CONTRACTOR shall be obligated to perform under this Agreement for Extended Services shall commence upon initiation of warranty coverage for the first installed component of the System, and shall continue for a period one (I) year from the date of System Acceptance of the last Subsystem to be placed into a production status. 2. Statement of Work With respect to the System, CONTRACTOR shall perform the following maintenance services: a) CONTRACTOR shall retain a copy of the source code for the Programs. b) If during the term of this Agreement for Extended Services, (1) CITY discovers defects in the Programs as defined herein, (2) CITY notifies CONTRACTOR of such defects in writing; and (3) such defects are reproducible, then CONTRACTOR shall provide in a mutually agreeable time period corrections of such defects. Defect support shall be provided according to the Section 3.4.2 - Remedies for Failure to Perform of the Integrated Public Safety System Agreement. Program defects are those in which CONTRACTOR application software does not operate according to the System Specification Document agreed to by the CITY and CONTRACTOR. c) If problems arise concerning the Program, CONTRACTOR 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, CONTRACTOR will travel to the site at no additional charge. If remote support is not available, travel and per diem costs will be charged. d) CONTRACTOR shall provide CITY with a monthly status report to include a summary of outstanding problems and requests. e) CONTRACTOR shall provide toll-free telephone service for routine operational and technical assistance. t) CONTRACTOR shall visit CITY atleast every eighteen months to conduct an operations review of CITY's Programs. There shall be no additional technical service or travel expense charges for these visits. g) Technical and operational service shall be available during CONTRACTOR's Basic Services hours of 6:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and CONTRACTOR holidays) and at additional times according to the terms defined in the Schedule of Services and Charges which is attached as Attachment A and incorporated herein by reference. Revision Date: 2/18/97 Page 2 97-242 Exhibit G: Agreement for Extended Services h) CONTRACTOR shall provide software upgrades and enhancements as per the schedule and charges stated in Attachment A. Any software upgrades and enhancements installation and associated special tailoring required shall be charged at the Technical Service Rate as identified in Exhibit A. All such software provided by CONTRACTOR shall be covered by the terms of this Agreement for Extended Services. I) CONTRACTOR shall work with the CITY to develop and document proper system administratipn and database administration procedures for use by the CITY in the effective support of the System. j) CONTRACTOR shall provide the CITY with all State of California mandated changes for the Department of Justice Bureau of Criminal Statistics (BCS) reporting and for the California Law Enforcement Telecommunications (CLETS) system at no additional charge to the CITY, except for the technical services required for installation and/or data conversion, at CONTRACTOR s normal technical service rates as listed in Attachment A (below). Should the State of California adopt new reporting standards such as NlBRS based reporting or require changes to the CLETS interface protocol, Tiburon reserves the right to provide such changes at a mutually agreeable price. Corrections for reported problems or defects due substantially to CITY's unauthorized changes to the System environment, (i.e., other than routine system administration changes) or relating to CITY-modified portions of the Program or to portions of the Program affected by CITY-provided software, or erroneously reported problems that are outside of Exhibit K - System Specification such as changed data fields edits, CONTRACTOR supplied reports, CITY supplied reports, etc., shall be performed by CONTRACTOR in a timely manner and will be charged at the CONTRACTOR s then Technical Service Rate, plus applicable travel and per diem expenses as defined in Attachment A of Exhibit G. 3. CITY Responsibilities CITY agrees to provide those services and facilities defmed below which are necessary for the provision of services by CONTRACTOR under this Agreement for Extended Services. CITY and CONTRACTOR agree that the scope and schedule of services to be provided by CONTRACTOR under this Agreement for Extended Services depend upon the timely fulfillment of CITY respon- sibilities. a) CITY shall assign a Project Manager or designee to ensure that CITY's duties set forth in this Agreement for Extended Services are met, to serve as the primary contact for all CONTRACTOR maintenance activities, to coordinate appropriate schedules in connection with CONTRACTOR's services hereunder, and to provide other coordination activities which are necessary for CONTRACTOR to perform its services hereunder. CITY shall maintain performance logs documenting trouble Revision Date: 2/18/97 Page 3 97-242 Exhibit G: Agreement for Extended Services calls and availability of on-line systems according to procedures provided by CONTRACTOR. b) CITY shall assign individual(s) who are familiar with the Programs, the operating system and the database facilities and who are able to provide on-site technical assistance as required by CONTRACTOR to assist CONTRACTOR in performing its services hereunder. c) CITY shall inform CONTRACTOR in writing prior to making any CITY-applied changes to the Programs or System environment that the CITY believes may affect operating performance and maintenance procedures. d) For RMS/2000, CITY shall ensure that appropriate joumallogs are copied onto tape daily, that the appropriate database is copied onto tape or disk weekly, and that full tape backup is taken on a regular basis. e) For RMS/2000, CITY shall (I) run file integrity programs and forward the results to CONTRACTOR, (2) print database maps and forward them to CONTRACTOR, and (3) run the database purge programs according to the CITY's Archive/Purge Management policies, in order to maintain database efficiency. t) CITY shall provide dial-in access to CITY's DEC servers, making them accessible by CONTRACTOR for remote service. CITY is responsible for the provision of all local equipment (telephone termination, communications port, etc.) required to support access by CONTRACTOR. CONTRACTOR is responsible for remote equipment and all line charges. CITY shall also compile programs and run appropriate tests following each remote access, as requested by CONTRACTOR and under the direction of the CONTRACTOR. g) CITY shall provide a complete copy of production source code to CONTRACTOR, in a format compatible with CONTRACTOR support environment, so that CONTRACTOR has ready access to the code for maintenance work. Complete replacement copies shall be made available on a timely basis upon request by CONTRACTOR should the CITY make changes. CITY shall be responsible for storing a complete copy of the current production source code off-site as an emergency backup. h) CITY shall meet with CONTRACTOR as may be reasonably required to discuss operational issues and the status of the Programs and System and provide within a mutually agreeable period responses in writing to maintenance related issues raised by CONTRACTOR. I) CITY shall update and maintain the input data as may be required for satisfactory Program operation, and be responsible for the accuracy of CITY -provided data Revision Date: 2/18/97 Page 4 97-242 Exhibit G: Agreement for Extended Services 4. Payment CITY shall make payments to CONTRACTOR based on invoices subrnitted. Schedules and amounts of invoices shall be determined in accordance with Attachment A. 5. Independent CONTRACTOR Each party hereto, in performance of this Agreement for Extended Services, 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. CONTRACTOR 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 Extended Services for that or any other related reason. 6. License With respect to each version/release, correction, or enhancement to the Programs furnished to CITY under this Agreement for Extended Services, CONTRACTOR grants to CITY a perpetual, non- exclusive, non-assignable, non-transferable license to use such change solely as part of the Programs and according to the terms of the Tiburon Software License Agreement. 7. CITY Modifications CITY may modify the Programs subject to prior approval by CONTRACTOR of the change to be made and the person or entity making such change. 8. Confidential Information CONTRACTOR shall regard all CITY files and data as CITY's confidential information. CONTRACTOR shall not release said data to outside parties without written consent of CITY. To the extent allowed by law, CITY shall regard all software and documentation provided by CONTRACTOR as confidential information. CITY shall not release or provide access to said software and documentation to outside parties without written consent of CONTRACTOR. 9. Termination Ibis Agreement for Extended Services may be terminated by either party by giving at least ninety (90) days advance written notice to the other party. Upon termination of this Agreement for Extended Services for any reason, the provisions relating to License and Confidential Information shall survive. 10. Applicable Law Ibis Agreement for Extended Services shall be construed in accordance with and governed by the Revision Date: 2/18/97 Page 5 97-242 Exhibit G: Agreement for Extended Services laws of the State of California 11. Lirnitation of Liability and Remedies Upon the effective date of this Agreement for Extended Services, CONTRACTOR's liability hereunder for damages shall not exceed the annual maintenance charge paid to CONTRACTOR for the period in which the cause of action occurred. 12. Entire Contract Ibis Agreement for Extended Services 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. No provision can be modified unless expressly accepted and approved in writing by both parties. IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth below: CITY: CONTRACTOR: Signature of Authorized Representative Signature of Authorized Representative Name Name Title Title Date Date Revision Date: 2/18/97 Page 6 97-242 Exhibit G: Agreement for Extended Services ATTACHMENT A Schedule of Services and Charges Basic Services Fees The following fees represent CONTRACTOR s charges for maintenance support, by Subsystem, for the first year following the expiration of warranty for each Subsystem. Programs CADf2000 $ Police RMSf2000 $ CMSf2000 $ Fire RMSf2000 $ Total $ 112,050.00 CONTRACTOR will provide basic services as defined in the Statement of Work contained in the body oft.llls Agreement for Extended Services. General support for all Program components is 6:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and CONTRACTOR holidays) and 24 hours per day, 7 days per week for critical Program problems. Basic Services also include the base membership dues for two voting memberships in the CONTRACTOR User Group. Release Management Proe:ram $ Incl. A comprehensive Release Management Program provides new software releases for the Programs on approximately a semi-annual basis and new versions of the Programs on a biennial basis. Maintenance modifications provided through the Release Management Program shall include modifications or revisions which correct errors in the Programs and documentation and provide functional updates to the Programs. Installation of new releases can be conducted by CITY personnel, or by CONTRACTOR at CONTRACTOR s normal technical service rates listed below. Installation support for new versions will require CONTRACTOR technical services at CONTRACTOR s normal technical service rates as listed below. Prepaid Technical Support Resource Pool $_-0-_ A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical Support shall be calculated at the CONTRACTOR facility rate and will be subtracted from this pool of funds as incurred. Any unused portion of this pool shall be carried over to the next contract year. Gold Card Service Option $_-0-_ A total .support program can tailored for the CITY and includes a schedule of on-site visits by CONTRACTOR personnel for database management, working with end users to identify and resolve problems and to apply agreed upon software changes, installation of new software products obtained Revision Date: 2/18/97 Page 1 97-242 Exhibit G: Agreement for Extended Services through this Agreement for Extended Services, and a comprehensive training program. (If selected by CITY the terms of this option are defined in the Gold Card Service Schedule which can be attached as Attachment C and incorporated herein by reference.) Additional Tiburon User Grouo Membershios $_-0- In addition to the two voting memberships in the Tiburon User Group which is included in Basic Services, up to three additional voting memberships may be purchased for $175 each. Additional Charges The following charges can be deducted from the Prepaid Technical Support Resource Pool, or if that option is not available, they shall be invoiced to the CITY as incurred. 1. Technical Service Rates Technical support shall be charged at the following rates: At CONTRACTOR Facilities: $ 125 per staff hour At CITY Site: $ 150 per staffhour A minimum of four (4) hours per occurrence will be charged for work conducted at CONTRACTOR facilities and a minimum of eight (8) hours for work at the CITY site, which is not covered under Basic Services described above. 2. Materials, Travel and Per Diem Expenses For unscheduled occurrences, all special materials, plus travel and per diem expenses shall be charged to CITY at cost. When incurred on a scheduled (i.e., non-emergency) basis, travel and per diem expenses shall be no more than the prevailing rate for CITY employees. 3. Call-Out Charges Requests for services outside of the hours of 6:00 a.m. to 5:30 p.m. Pacific Time, on weekends, and on CONTRACTOR holidays, will result in an additional call-out charge as follows: Off-Hour Call-Out Fee: $ 250 per occurrence No more than one call-out fee will be billed per system per day. 4. Software Upgrades Software upgrades or enhancements are made available to CITY through the Release Revision Date: 2/ 18/97 Page 2 97-242 Exhibit G: Agreement for Extended Services Management Program. Any Technical Services required to implement these software upgrades or enhancements will be charged on a time and materials basis, per the schedules in Paragraphs 1 and 2 above. These services include, but are not limited to, additional training, software installation, database modification, custom or extensive tailoring, and any control and/or operating system modifications. 5. No Remote Access All charges in this Agreement for Extended Services are predicated on CITY providing the required hardware, software, and operating environment for dial-in service at CITY site(s). If CITY does not provide this support for dial-in service at CITY site(s), the following additional charges will apply: CAD/2000 RMS/2000 $ 500 per month $ 500 per month In addition, travel and per diem expenses for on-site support required due to lack of remote access will be charged as defined in Paragraph 2 above. Payment Provisions Payments due under this Agreement for Extended Services shall be made based on invoices submitted in advance on an annual basis for Basic Services and Options or as incurred for rniscellaneous expenses. Charges provided for in this section may be altered by CONTRACTOR annually on the anniversary date of the Agreement for Extended Services by giving 90 days' advance written notice of such changes. Charges for basic maintenance support shall not increase by more than 7% per year for each year after acceptance, except in any year in which the U.S. cities consumer price index exceeds 7%, in which case the price increase shall not exceed the U.S. Cities consumer price index increase percentage. The amount of any tax, license, or permit fees, but not including taxes on income, that may be imposed or levied upon this Agreement for Extended Services, the transaction, or the materials or services delivered hereto, shall be added to each invoice and paid by CITY in addition to the amounts shown above. CITY shall pay each invoice within 30 days of receipt and acceptance of each invoice thereof. Revision Date: 2/18/97 Page 3