HomeMy WebLinkAbout2011-214
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RESOLUTION NO. 2011-214
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. 1 TO THE
AGREEMENT WITH TIBURON INC. OF PLEASANTON, CALIFORNIA, APPROVED BY
RESOLUTION No. 2009-189.
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WHEREAS, the City of San Bernardino entered into an Agreement with Tiburon, Inc., for
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software maintenance of the City's Public Safety Computer-Aided-Dispatch System (CAD), Police
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Records Management System (PRMS), Jail Management System (CMS), Mugshot System (TIPS),
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Field Base Reporting System (FBR/ARS), Automatic Vehicle Locator System (A VL), and Mobile Data
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System (the "Agreement"); and,
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WHEREAS, the Agreement was approved by Resolution No. 2009-189; and,
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WHEREAS, Tiburon, Inc., is the sole source for such service; and,
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WHEREAS, the Agreement expired on June 1,2011; and
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WHEREAS, the parties wish to extend the Agreement to December 31, 2012.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
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SECTION 1. Pursuant to this determination, the City Manager of San Bernardino is hereby
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authorized and directed to execute Amendment No. I to the Vendor Service Agreement with Tiburon,
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Inc., amending specified terms and conditions. A copy of said Amendment No. I is attached hereto as
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Exhibit" 1 " and incorporated herein by this reference.
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SECTION 2. That the implementation date of this Agreement is July 1, 2011; therefore, any
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action taken between July 1, 2011 and the date that this resolution is adopted is hereby ratified.
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SECTION 3. The Director of Finance or her designee is hereby authorized to issue a purchase
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order for $82,487.00 to Tiburon Inc., for these maintenance services. The Purchase Order shall
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reference the number of this resolution and shall incorporate the terms and conditions of the existing
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maintenance contract, which is on file in the City Clerk's Office. The Purchase Order shall read, in
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addition to the itemization, 'Tiburon Inc. FY 2011/2012 Annual Maintenance Contract for the City of
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2011-214
San Bernardino's Public Safety CAD, RMS, CMS, TIPS, FBR, ARS, A VL, and Mobile Data System. .
Not to exceed $82,487.00."
SECTION 4. This purchase is exempt from the formal contract provisions of San Bernardino
Mnnicipal Code Section 3.04.01 0(B)(3), "Purchases approved by the Mayor and Common Council."
SECTION 5. The above authorization is rescinded ifit is not executed within ninety (90) days
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of the passage of this resolution.
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2011-214
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. 1 TO THE
2 AGREEMENT WITH TIBURON INC. OF PLEASANT ON, CALIFORNIA, APPROVED BY
RESOLUTION No. 2009-189.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a j oint regular meeting thereof, held on the
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July
,2011, by the following vote, to wit:
5th day of
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COUNCIL MEMBERS:
AYES
NAYS
ABSTAIN ABSENT
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x
MARQUEZ
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VACANT
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x
BRINKER
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x
SHORETT
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KELLEY
x
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x
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JOHNSON
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MCCAMMACK
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Q~~,~
RacIDrt G. Clark, City Clerk
City of San Bernardino
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Th, fi>~goi"g R=lo""" i, h,~by 'Wm",", ~L~?;r:;.I.
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Fredenc E. Sharrett, Mayor Pro Tern
City ofSao Bernardino
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Approved as to form:
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JAMES F. PENMAN, City Attorney
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By: l(z~>G~~
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2011-214
EXHIBIT 1
AMENDMENT NO.1 TO THE AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO
AND TIBURON, INC.
This Amendment No. I to Vendor Services Agreement is made and entered into this 5th
day of Julv , 2011, by and between Tiburon, Inc., hereinafter referred to as the
"Vendor" with its principal place of business Pleasanton, California, and the City of San
Bernardino, hereinafter referred to as the "City" having a business address at 300 North 'D'
Street, San Bernardino, California 9240 I.
WHEREAS, the City and Vendor previously entered into an Agreement to provide
software maintenance of the City's Public Safety Computer-Aided-Dispatch System (CAD),
Police Records Management System (PRMS), Jail Management System (CMS), Mugshot
System (TIPS), Field Base Reporting System (FBR/ARS), Automatic Vehicle Locator System
(A VL), and Mobi~~ Data System (the "Agreement")No. 2008-11, a copy of which is attached
hereto and incorporated herein as Exhibit A; and,
WHEREAS, the Agreement was approved on July 7, 2011, by Resolution No. 2009-189;
and,
WHEREAS, the parties wish to extend the term of the Agreement six months, to
December 31, 20 II.
NOW, THEREFORE, the parties agree to amend Paragraphs 2, 3 and 9 of the
Agreement to add the following language:
2. COMPENSATION AND EXPENSES
a. For the extension of services the City upon presentation of invoices shall pay the
Vendor the amount of$82,487.00 for the additional services set forth in Exhibit B,
attached hereto and incorporated herein.
b. No other expenditures made by VENDOR shall be reimbursed by CITY
3. TERM; TERMINATION
The term of this Agreement shall be exterided six months to December 31, 20 II.
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended. The
duration of this Agreement may be extended with the written consent of both parties.
AMENDMENT NO.1 TO AGREEMENT
TIBURON.INC. & CITY OF SAN BERNARDINO
Page 1
2011-214
9. NOTICES
Any notices to be given pursuant to this Agreement shall be deposited with the United States
Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
TO THE VENDOR:
Mr. Jason Suarez
City of San Bernardino
300 North D Street
4th Floor - IT Dept
San Bernardino, CA. 92418
Telephone: (909) 384-5947
Ms. Mike Perez
Tiburon, Inc.
6200 Stoneridge Mall Road, Ste 400
Pleasanton, CA. 94588
Telephone: (925) 621-2700
All other terms and conditions will remain the same.
'l,
IN WITNESS THEREOF, the parties have executed this Agreement as set forth below.
TIBURON, INC.:
CITY OF SAN BERNARDINO:
Dated:
7-/r
Dated:
,2011
By: By:
Its: L/17 (j
Approved as to Form:
James F. Penprlih, City At~9J11~Y..... ..,
/ C/ ......
By;l-t1--7-~ >($'-' ~"
AMENDMENT NO.1 TO AGREEMENT
T1BURON.INC. & CITY OF SAN BERNARDINO
Page 2
2011-214
2009-189
EXHffiIT "A"
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement Is entered Into this 1st day of July 1009, by and
etween Tiburon Ineorporated, of Pleasanton, California ("VENDOR ") and the City of
4 San Bernardino ("CITY" or "San Bernardino").
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WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for annual maintenance of the Police
Department's Tiburon Systems as outlined in Tiburon Inc.'s maintenance quote (dated May
20, 2008) in~luded with this agreement as Exhibit "A"; and
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WHEREAS, the City of San Bernardino did solicit and accept quotes from Tiburon
Inc. because of their sole source status as the exclusive provider of software for Tiburon's
system software suites
NOW, THEREFORE, the parties hereto agree as follows:
SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide those services as set forth on Exhibit "A" attached hereto and
incolporated herein.
2.
COMPENSATION AND EXPENSES.
a.
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For the services delineated above, the CITY, upon presentation of invoices,
shall pay the VENDOR up to the amount ofS170,124.00 for the services set
forth in Exhibit "A".
b.
No other expenditures made by VENDOR shall be reimbursed by CITY.
TERM; TERMINATION.
The term oflhis Agreement shall be for a period of two years.
This Agreement may be terminated at any time by thirty (30) days' written notice by
CSB- Tiburon Inc. 2009/20 10 Annual Maintenance - I
2011-214
2009-189
either party. The tenns of this Agreement shall remain in force unless mutually amended.
1 The duration of this Agreement may be extended with the written consent of both parties.
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4.
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officials, employees, or any firm, company, organization, or individual to whom the Client
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causes of action of which Tiburon is given prompt notification and over which Tiburon is
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8 given control to resolve (the "Indemnified Matters"), which may arise on account of illness,
9 disease, loss of property, services, wages, death or personal injuries resulting from Tiburon's
10 negIigenceJn the perfonnance of the services hereunder; provided, however, that in no event
11 shall Tiburon be liable for any loss or damages related to the operation, delay or mlure of
12 software or equipment provided by Tiburon or for the accuracy or completeness of data, and
13 under no circumstances shall Tiburon be liable for special, incidental or consequential
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or business, or for any special, indirect, punitive, incidental or consequential damages,
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20 states do not allow the exclusion or limitation of incidental or consequential damages and the
21 above limitation or exclusion shall be construed so as to give it the maximum practical effect
22 without violating such laws. If a court of competent jurisdiction determines that relevant
23 laws in force may imply warranties and liabilities which cannot be excluded or limited or
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INDEMNITY.
Tiburon agrees to protect, defend, indemnify, and save the Client, its agents,
may be contracted, hannless from and against any and ail claims, demands, actions, and
damages.
In no event shall either party by liable for any damages resulting from loss of profit
whether arising in an action of contract, tort or other legal theory and regardless of whether
such party knew or should have known of the possibility of such damages. The laws in some
which can only partly be excluded or limited, then the limits on Tiburon's liability set out in
this Agreement shall apply to the fullest extent permitted by law. Tiburon's liability for any
claim, whether in tort, contract or otherwise, shall be limited to the total amount to be paid
Tiburon under this Agreement.
5. INSURANCE.
CSB- Tiburon Inc. 2009/2010 Annual Maintenance - 2
2011-214
2009-189
While not restricting or limiting the foregoing, during the tenn of this Agreement,
1 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
2 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
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worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
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additional named insured in each policy of insurance provided hereunder. The Certificate of
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7 Insurance furnished to the CITY shaJl require the insurer to notify CITY of any change or
8 termination in the policy.
9 6.
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11 employees, VENDOR shall not engage in, nor permit its officers, employees or agents to
12 engage in, discrimination in employment of persons because of their race, religion, color,
13 national origin, ancestry, age, mental or physical disability, medical condition, marital status,
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sexual gender or sexual orientation, or any other status protected by law, except as permitted
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17 7.
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19 and purposes VENDOR shall be an independent contractor and not an agent or employee of
20 the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment
21 of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
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Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
NON-DISCRIMINATION
In.the performance of this Agreement and in the hiring and recruitment of
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pursuant to Section 12940 of the California Government Code.
INDEPENDENT CONTRAcrOR.
VENDOR shall perfonn work tasks provided by this Agreement, but for all intents
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
23 employees, and all business license, if any are required, in connection with the services to be
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performed hereunder.
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27 REQUIREMENTS.
28 VENDOR warrants that it possesses or shall obtain, and maintain a business
8.
BUSINESS REGISTRATION CERTIFICATE AND OTHER
registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses,
CSB- Tiburon Inc. 2009/2010 Annual Maintenance - 3
2011-214
2009-189
permits, qualifications, insurance and approval of whatever nature that are legally required of
1 VENDOR to practice its business or profession.
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21 10. ATIORNEY'S FEES
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23 the prevailing party shall be entitled to recover from the opposing party all costs and
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expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
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NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the
United States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Mr. Michael Eckley
City of San Bernardino
300 North D Street
4t1ll"loor - IT Dept
"
San Bernardino, CA. 92418
Telephone: (909) 384-5947
TO THE VENDOR:
Mr. Mike Perez
Tiburon, Inc.
6200 Stoneridge Mall Road, Ste 400
Pleasanton, CA. 94588
Telephone: (925) 621-2700
10 the event that litigation is brought by any party in connection with this Agreement,
exercise of any of its rights or remedies hereunder or the enforcement of any of the tenDS,
conditions or provisions hereof. The costs, salary and expenses of the City Attorney and
members of his office in enforcing this Agreement on behalf of the CITY shall be considered
as "attorneys' fees" for the purposes of this paragraph.
CSB- Tiburon loc. 2009/2010 Annual Maintenance - 4
2011-214
2009-189
11. ASSIGNMENT.
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encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
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and shall constitute a breach of this Agreement and cause for the termination of this
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6 Agreement. Regardless of CITY's consent, no subletting or assignment shall release
7 VENDOR of VENDOR's obligation to perform all other obligations to be performed by
8 VENDOR hereunder for the term of this Agreement.
9 12. VENUE.
10 Thfiparties hereto agree that all actions or proceedings arising in connection with this
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VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
Agreement s1ial1 be tried and litigated either in the State courts located in the County of San
12 Bernardino, State of California or the U.S. District Court for the Central District of
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California, Riverside Division. The aforementioned choice of venue is intended by the
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13. GOVERNING LAW.
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18 14. SUCCESSORS AND ASSIGNS.
19 This Agreement shall be binding on and inure to the benefit of the parties to this
20 Agreement and their respective heirs, representatives, successors, aJl.d assigns.
21 15. HEADINGS.
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23 of convenience only and shall not affect the construction or the interpretation of any of its
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16. SEVERABILITY.
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28 to be invalid or unenforceable for any reason, such determination shall not affect the validity
parties to be mandatory and not permissive in nature.
This Agreement shall be governed by the laws of the State of California.
The subject headings of the sections of this Agreement are included for the purposes
provisions.
If any provision of this Agreement is determined by a court of competent jurisdiction
or enforceability of the remaining terms and provisions hereof or of the offending provision
CSB-Tiburon Inc. 2009/2010 Annual Maintenance - 5
2011-214
2009-189
in any other circumstance, and the retnaining provisions of this Agreement shall remain in
1 full force and effect.
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ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject
manner of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on
the day and date set forth below.
VENDOR:
~\'
Dated: i - 'i
,2009
By:
~
Its:
VP tn~uI'l1.. 7>ytXAN~
I
By:
Dated:
,2009
Approved as to Form:
James F. Penman, City Attorney
By:
SB- Tiburon Inc. 2009/2010 Annual Maintenance - 6
TIBURftN@ INVOICE
6200 STONERIDGE MALL RD.
SUITE 400
PLEASANTON, CA 94588
(925) 621-2700
BILL TO:
SAN BERNARDINO, CITY OF
Mike Eckley
300 North D Street
SAN BERNARDINO CA 92418
united States of America
2011-214
EXHIBIT B
PAGE:
INVOICE #:
INVOICE DATE:
DUE DATE:
CURRENCY:
1
IN 00003673
07{01{11
UPON RECEIPT
USD
Sof!ware Support & Maintenance: 07{01{11 - 12{31{11 6 Mo.
Contract: M13011
Customer PO#
San Bernardino City, Mnt-11 6m
____________Description-----------
CAD-6mo
PRMS - 6 mo
FAS - 6 mo
911 Mapping - 6 mo
oracle - 6 mo
AVL - 6 mo
SunPro IF - 6 mo
Quantity
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Rate
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
Amount
30,774.00
18,072.00
10,417.00
10,149.00
9,566.00
2,689.00
620.00
Total
0.00
------------------------------------------------
82,487.00
Final Total
0.00
================================================
82,487.00
Remit Payment To:
Tiburon, Inc.
6200 Stoneridge Mall Road.
Suite 400
P1easanton, CA 94588
EXHIBIT 2
To
Master Support Agreement
2011-214
# EXHIBIT a
\. ~~'\~
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated June
19, 2006, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the evenl
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms
and conditions set forth in the Agreement shall prevail.
CompuDyne will provide the Basic Support described in Section 2.1 (Basic Support) of the Agreement for the
software applications identified In the table beiow. The annual fee for such support shall be as set forth in
the table below. Such support will commence upon the expiration of any applicable Warranty Period as set
forth in the table below.
CLIENT # M130.11
Covered
Aoolication
,
;,Hours
/24x7 or
8x51
Make. Model. Serial
Number of Authorized
Server
Maintenance Period
Fee
Period Start Stop
Date Date
CAD 24x7 Dell 6850, Service Tag 6Mo 7/1/11 12/31/11 $30,774.00
#24GY191 Dell 2650
Service Tag #DG83831
Dell GX240
PRMS 24x7 Stratus 5240 6Mo 7/1/11 12/31/11 $18,072.00
FAS 8x5 6Mo 7/1/11 12/31/11 $10,417.00
911 Mapping 8x5 6Mo 7/1/11 12/31/11 $10,149.00
Oracle 8x5 6Mo 7/1/11 12/31/11 $ 9,566.00
AVL 8x5 6Mo 7/1/11 12/31/11 $ 2,889.00
Sunflro Interface 8x5 6Mo 7/1/11 12/31/11 $ 620.00
Total $82,487.00
Authorized Site
City of San Bernardino
300 North D Street
San Bernardino, CA 92418
Page 1 of 1
2011
Master Support Agreement
Exhibit 2, Covered Appficatlons
2011-214
EXHIBIT 1
AMENDMENT NO.1 TO THE AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO
AND TIBURON, INC.
This Amendment No.1 to Vendor Services Agreement is made and entered into this_
day of , 2011, by and between Tiburon, Inc., hereinafter referred to as the
"Vendor" with its principal place of business Pleasanton, California, and the City of San
Bernardino, hereinafter referred to as the "City" having a business address at 300 North '0'
Street, San Bernardino, California 92401.
WHEREAS, the City and Vendor previously entered into an Agreement to provide
software maintenance of the City's Public Safety Computer-Aided-Dispatch System (CAD),
Police Records Management System (PRMS), Jail Management System (CMS), Mugshot
System (TIPS), Field Base Reporting System (FBR/ARS), Automatic Vehicle Locator System
(A VL), and Mobile Data System (the "Agreement")No. 2008-11, a copy of which is attached
hereto and incorporated herein as Exhibit A; and,
WHEREAS, the Agreement was approved on July 7, 2011, by Resolution No. 2009-189;
and,
WHEREAS, the parties wish to extend the term of the Agreement six months, to
December 31, 2011.
NOW, THEREFORE, the parties agree to amend Paragraphs 2, 3 and 9 of the
Agreement to add the following language:
2. COMPENSATION AND EXPENSES
a. For the extension of services the City upon presentation of invoices shall pay the
Vendor the amount of $82,487.00 for the additional services set forth in Exhibit B,
attached hereto and incorporated herein.
b. No other expenditures made by VENDOR shall be reimbursed by CITY
3. TERM; TERMINATION
The term of this Agreement shall be extended six months to December 31, 2011.
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended. The
duration of this Agreement may be extended with the written consent of both parties.
AMENDMENT NO.1 TO AGREEMENT
TIBURON.INC. & CITY OF SAN BERNARDINO
Page 1
2011-214
EXHIBIT 1
9. NOTICES
Any notices to be given pursuant to this Agreement shall be deposited with the United States
Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
TO THE VENDOR:
Mr. Jason Suarez
City of San Bernardino
300 North D Street
4th Floor - IT Dept
San Bernardino, CA. 92418
Telephone: (909) 384-5947
Ms. Mike Perez
Tiburon, Inc.
6200 Stoneridge Mall Road, Ste 400
Pleasanton, CA. 94588
Telephone: (925) 621-2700
All other terms and conditions will remain the same.
IN WITNESS THEREOF, the parties have executed this Agreement as set forth below.
TIBURON, INC.:
CITY OF SAN BERNARDINO:
,2011
Dated:
Dated:
,2Gll
By:
By:
Charles E. McNeely
City Manager
Its:
Approved as to Form:
James F. Penman, City Attorney
By:
AMENDMENT NO.1 TO AGREEMENT
TIBURON, INC. & CITY OF SAN BERNARDINO
Page 2
This Vendor Service Agreement Is entered Into this 1st day of July 2009, by and
3 between Tlburon Incorporated, of Pleasanton, CaUfornla ("VENDOR") and tbe City of
4 San Bernardino ("CITY" or "San Bernardino").
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WHEREAS, the Mayor and Common Council has determined that it is advantageous
7
and in the best interest of the CITY to contract for annual maintenance of the Police
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Department's Tiburon Systems as outlined in Tiburon Inc.'s maintenance quote (dated May
9
20,2008) included with this agreement as Exhibit "A"; and
10
11 WHEREAS, the City of San Bernardino did solicit and accept quotes from Tiburon
12 Inc. because of their sole source status as the exclusive provider of software for Tiburon's
13 system software suites
14 NOW, THEREFORE, the parties hereto agree as follows:
15 1. SCOPE OF SERVICES.
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2011-214
2009-189
EXHIBIT "A"
VENDOR SERVICE AGREEMENT
WITNESSETH:
For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide those services as set forth on Exhibit "A" attached hereto and
incorporated herein.
COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of invoices,
shall pay the VENDOR up to the amount of$170,124.00 for the services set
forth in Exhibit "A".
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
TERM; TERMINATION.
The term of this Agreement shall be for a period of two years.
This Agreement may be terminated at any time by thirty (30) days' written notice by
CSB-Tiburon Inc. 2009/2010 Annual Maintenance - I
2011-214
2009-189
either party. The tenns of this Agreement shall remain in force unless mutually amended.
1 The duration of this Agreement may be extended with the written consent of both parties.
2
4.
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may be contracted, hannless from and against any and all claims, demands, actions, and
6
7 causes of action of which Tiburon is given prompt notification and over which Tiburon is
8 given control to resolve (the "Indemnified Matters"), which may arise on account of illness,
9 disease, loss of property, services, wages, death or personal injuries resulting from Tiburon's
INDEMNITY.
Tiburon agrees to protect, defend, indemnity, and save the Client, its agents,
officials, employees, or any finn, company, organization, or individual to whom the Client
10 negligence in the perfonnance of the services hereunder; provided, however, that in no event
11 shall Tiburon be liable for any loss or damages related to the operation, delay or failure of
12 software or equipment provided by Tiburon or for the accuracy or completeness of data, and
13 under no circumstances shall Tiburon be liable for special, incidental or consequential
14
damages.
15
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17 or business, or for any special, indirect, punitive, incidental or consequential damages,
18 whether arising in an action of contract, tort or other legal theory and regardless of whether
19 such party knew or should have known ofthe possibility of such damages. The laws in some
20 states do not allow the exclusion or limitation of incidental or consequential damages and the
In no event shall either party by liable for any damages resulting from loss of profit
21 above limitation or exclusion shall be construed so as to give it the maximum practical effect
22 without violating such laws. If a court of competent jurisdiction detennines that relevant
23 laws in force may imply warranties and liabilities which cannot be excluded or limited or
24
which can only partly be excluded or limited, then the limits on Tiburon's liability set out in
25
26
claim, whether in tort, contract or otherwise, shall be limited to the total amount to be paid
27
28 Tiburon under this Agreement.
5. INSURANCE.
CSB-Tiburon Inc. 2009/2010 Annual Maintenance - 2
this Agreement shall apply to the fullest extent permitted by law. Tiburon's liability for any
2011-214
2009-189
While not restricting or limiting the foregoing. during the term of this Agreement,
1 VENDOR shaH maintain in effect policies of comprehensive public, general and automobile
2 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
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worker's compensation coverage, and shaH file copies of said policies with the CITY's Risk
Manager prior to undertaking any work under this Agreement. CITY shaH be set forth as an
additional named insured in each policy of insurance provided hereunder. The Certificate of
Insurance furnished to the CITY shaH require the insurer to notify CITY of any change or
8 termination in the policy.
9 6. NON.DISCRIMINATION
lOIn the performance of this Agreement and in the hiring and recruitment of
11 employees, VENDOR shaH not engage in, nor permit its officers, employees or agents to
12 engage in, discrimination in employment of persons because of their race, religion, color,
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national origin, ancestry, age, mental or physical disability, medical condition, marital status,
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sexual gender or sexual orientation, or any other status protected by law, except as permitted
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17 7.
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pursuant to Section 12940 of the California Government Code.
INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents
19 and purposes VENDOR shaH be an independent contractor and not an agent or employee of
20 the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment
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of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
8.
BUSINESS REGISTRATION CERTIFICATE AND OTHER
REQUIREMENTS.
VENDOR warrants that it possesses or shaH obtain, and maintain a business
registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses,
CSB- Tiburon Inc. 2009/20 I 0 Annual Maintenance - 3
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2011-214
2009-189
permits, qualifications, insurance and approval of whatever nature that are legally required of
VENDOR to practice its business or profession.
NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the
United States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Mr. Michael Eckley
City of San Bernardino
300 North D Street
4th Floor - IT Dept
San Bernardino, CA. 92418
Telephone: (909) 384-5947
TO THE VENDOR:
Mr. Mike Perez
Tiburon, Inc.
6200 Stoneridge Mall Road, Ste 400
Pleasanton, CA. 94588
Telephone: (925) 621-2700
ATTORNEY'S FEES
In the event that litigation is brought by any party in connection with this Agreement,
23 the prevailing party shall be entitled to recover from the opposing party all costs and
24 expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
25
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
26
conditions or provisions hereof. The costs, salary and expenses of the City Attorney and
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28 members of his office in enforcing this Agreement on behalf of the CITY shall be considered
as "attorneys' fees" for the purposes ofthis paragraph.
CSB-Tiburon Inc. 2009/2010 Annual Maintenance - 4
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encumber all or any pan of the VENDOR's interest in this Agreement without CITY's prior
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11 Agreement shall be tried and litigated either in the State courts located in the County of San
12 Bernardino, State of California or the U.S. District Court for the Central District of
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California, Riverside Division. The aforementioned choice of venue is intended by the
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13. GOVERNING LAW.
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2011-214
2009-189
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release
VENDOR of VENDOR's obligation to perform all other obligations to be performed by
VENDOR hereunder for the term of this Agreement.
VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
parties to be mandatory and not permissive in nature.
This Agreement shall be governed by the laws of the State of California.
SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
20 Agreement and their respective heirs, representatives, successors, and assigns.
21 15.
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of convenience only and shall not affect the construction or the interpretation of any of its
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HEADINGS.
The subject headings of the sectiona of this Agreement are included for the purposes
provisions.
16.
SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction
28 to be invalid or unenforceable for any reason, such determination shall not affect the validity
or enforceability of the remaining terms and provisions hereof or of the offending provision
CSB-Tiburon Inc. 2009/2010 Annual Maintenance - 5
2009-189
in any other circumstance, and the remaining provisions of this Agreement shall remain in
1 full force and effect.
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parties, and supersedes any prior agreements and understandings relating to the subject
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6 manner of this Agreement. This Agreement may be modified or amended only by a written
7 instrument executed by all parties to this Agreement.
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9 the day and date set forth below.
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2011-:214
ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
IN WITNESS THEREOF, the parties hereto have executed this Agreement on
VENDOR:
Dated: i - 1
,2009
By:
~
Its:
v'P t~uriJ.. 7JytXMl'~
I
By:
(Mr. Charles E. Mc eely, City Manager)
Dated:
,2009
Approved as to Form:
James F. Penman, City Attorney
By:
SB-Tiburon Inc. 2009/2010 Annual Maintenance - 6
2011-214
TIBURftN@ INVOICE
6200 STONERIDGE MALL RD.
SUITE 400
PLEASANTON, CA 94588
(925) 621-2700
BILL TO:
SAN BERNARDINO, CITY OF
Mike Eckley
300 North D Street
SAN BERNARDINO CA 92418
United States of America
EXHIBIT B
PAGE:
INVOICE #:
INVOICE DATE:
DUE DATE:
CURRENCY:
1
IN 00003673
07/01/11
UPON RECEIPT
USD
Software Support & Maintenance: 07/01/11 - 12/31/11 6 Mo.
Contract: Ml3011
Customer PO#
San Bernardino City, Mnt-ll 6m
------------Description-----------
CAD - 6 mo
PRMS - 6 mo
FAS - 6 mo
911 Mapping - 6 mo
Oracle - 6 mo
AVL - 6 mo
Sunpro IF - 6 mo
Quantity
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Rate
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
Amount
30,774.00
18,072.00
10,417.00
10,149.00
9,566.00
2,889.00
620.00
Total
0.00
------------------------------------------------
82,487.00
================================================
Final Total
0.00
82,487.00
Remit Payment To:
Tiburon, Inc.
6200 Stoneridge Mall Road.
Suite 400
Pleasanton, CA 94588
2011-214
# EXHIBIT B
\ ~~rx.'l
EXHIBIT 2
To
Master Support Agreement
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated June
19, 2006, between the Client and CompuDyne (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms
and conditions set forth in the Agreement shall prevail.
CompuDyne will provide the Basic Support described in Section 2.1 (Basic Support) of the Agreement for the
software applications identified in the table beiow. The annual fee for such support shall be as set forth in
the table below. Such support will commence upon the expiration of any applicable Warranty Period as set
forth in the table below.
CLIENT # M130.11
Covered
Aoolication
Hours
(24x7 or
8x5)
Make. Model. Seriai
Number of Authorized
Server
Maintenance Period
Fee
Period Start Stop
Date Date
CAD 24x7 Dell 6850, Service Tag 6Mo 7/1/11 12/31/11 $30,774.00
#24GY191 Dell 2650
Service Tag #DG83831
Dell GX240
PRMS 24x7 Stratus 5240 6Mo 7/1/11 12/31/11 $18,072.00
FAS 8x5 6Mo 7/1/11 12/31/11 $10,417.00
911 Mapping 8x5 6Mo 7/1/11 12/31/11 $10,149.00
Oracle 8x5 6Mo 7/1/11 12/31/11 $ 9,566.00
AVL 8x5 6 Mo 7/1/11 12/31/11 $ 2,889.00
SunPro Interface 8x5 6Mo 7/1/11 12/31/11 $ 620.00
Total $82,487.00
Authorized Site
City of San Bernardino
300 North 0 Street
San Bernardino, CA 92418
2011
Page 1 of 1
Master Support Agreement
Exhibit 2, Covered Applications