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'CITY OF SAN BE~ARDINO - REQUEST~OR COUNCIL ACTION
From:
JANIS INGELS, DIRECTOR
Dept:
M.I.S.
Subject: AGREEMENT IVITH TlBURON CORP. FOR
MAINTENANCE OF POLICE RECORDS
MANAGEMENT SOF'I'l'lARE.
Date: 6-l2-92
Synopsis of Previous Council action:
In 1989, Council approved a software maintenance agreement with Tiburon
for the period from 8/1/89 through 7/3l/92.
Rf!Commended motion:
Adopt resolution.
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Contact person:
Janis Inqels, Director
Phone:
5010
Supporting data attached: Yes.
Ward:
FUNDING REQUIREMENTS:
Amount: 51/.000 00
Source: (Acct. No.) 679-l03-53l20
(Acct. Descriotionl ~li~~:a::nt~ ~~ '\}
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Council Notes:
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CITi OF SAN BER~RDINO - REQUEST ~R COUNCIL ACTION
STAFF REPORT
The Tiburon Corp. in Fremont, California created the proprietary poI ice
records management software the Police Department currently utilizes. Their
previous maintenance agreement with the city expires July 3l, 1992.
This agreement provides continued maintenance of the police records management
system software for the period from August l, 1992 to July 31, 1993.
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RESOLUTION NO.
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3 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION
OF AN AGREEMENT WITH TIBURON, INC. RELATING TO TECHNICAL SUPPORT
4 SERVICES FOR THE POLICE RECORDS MANAGEMENT SYSTEM SOFTWARE.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1.
The Mayor of the city of San Bernardino is hereby
8 authorized and directed to execute on behalf of said City an
9 Agreement with Tiburon, Inc. relating to software support services,
10 a copy of which is attached hereto, marked Exhibit "A" and incor-
11 porated herein by reference as fully as though set forth at length.
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SECTION 2. The authorization to execute the above referenced
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amendment is rescinded if the parties to the amendment fail to
execute it within sixty (60) days of the passage of this
resolution.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof, held on the
, 1992 by the following vote, to wit:
day of
21 COUNCIL MEMBERS
22 ESTRADA
23 REILLY
24 HERNANDEZ
25 MAUDSLEY
26 MINOR
27 POPE-LUDLAM
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ABSTAIN
ABSENT
AYES
NAYS
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RESOLUTION OF ICTY OF SAN BERNARDINO AUTHO. NG THE EXECUTION OF AN
AGREEMENT WI lBURON, INC. RELATING TO TECHNIt11 SUPPORT SERVICES FOR THE
POLICE RECORDS MANAGEMENT SYSTEM SOF'l'WARE.
1 MILLER
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CITY CLERK
The foregoing resolution is hereby approved this
, 1992.
W.R. HOLCOMB, MAYOR
ci ty of San Bernardino
11 Approved as to form
and legal content:
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JAMES F. PENMAN
City Attorney
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By:
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EXHIBIT "A"
TlBURON, INC.
AGREEMENT FOR EXTENDED SERVICE
This Agreement entered into this day of _ ,1992, by and between
the City of San Bernardino, hereinafter called "CUENT' and Tiburon, Inc., having its office
at 39350 Civic Center Drive, Suite 280, Fremont, California 94538, hereinafter called
"TIBURON."
Witnesseth
WHEREAS, CUENT has determined that it requires the categories of application software
maintenance on the software subsystems which have been provided to CUENT by
T1BURON under a separate agreement and which are initialed below and which are
referred to hereinafter collectively as the "Program,"
CUENT
Initials
Tiburon
Initials
24/7
Service
Option
"X"
Software ,
Upgrade
Option Application
"X"
Police Records Management (RMS)
and
WHEREAS, CUENT therefore requires the provision of professional and technical services
and materials as specified in this Agreement, and
WHEREAS, T1BURON is qualified to provide the services and materials required by
CUENT as specified in this Agreement.
NOW 11IEREFORE, in consideration of the mutual covenants contained herein, CUENT
and T1BURON agree as follows:
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1. Period of Performance
The term under which TIBURON shall be obligated to perform under this Agreement shall
commence August 1, 1992, and shall continue until July 31, 1993, or until this Agreement
has otherwise been terminated as provided for herein.
2. Statement of Work
With respect to the Program, TIBURON shall perform the following maintenance services:
a) TIBURON shall retain a copy of the Program source code.
b) If during the term of this Agreement, (1) CliENT discovers defects in the
Program such that the Program will not perform in accordance with the
Detailed System Specifications as previously accepted by CliENT;
(2) CliENT notifies TIBURON of such defects in writing; and (3) such
defects are reproducible, then TIBURON shall provide timely corrections of
such defects.
c) If problems arise concerning the Program, TIBURON shall provide telephone
assistance and support via remote dial-in.
If an on-site visit is required to correct \he defect, TIBURON will travel to
the site at no additional charge unless remote support is not available. In this
case, travel and per diem costs will be charged.
d) TIBURON shall provide ("J IF.NTwith a minimum of quarterly status reports
to include a summary of outstanding problems and requests.
e) TIBURON shall provide a toll-free telephone service for routine operational
and technical assistance.
f) TIBURON shall visit CliENT periodically to conduct an operations review
of CliENTs Programs. There shall be no additional Technical Service or
travel expense charges for this visit.
g) Technical and operational service shall be available during TIBURON's
normal support hours of 6:00 a.m. to 5:30 p.m. Pacific Time (excluding
weekends and TIBURON holidays) and at additional times according to the
terms defined in the Schedule of Services and Charges which is attached as
Exhibit A and incorporated herein by reference.
h) TIBURON shall provide software upgrades and enhancements as per the
schedule and charges stated in Exhibit A Any installation and special
tailoring required shall be charged at the Technical Service Rate as identified
in Exhibit A All such software provided by TIBURON shall be covered by
the terms of this Agreement.
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Corrections for reported problems or defects due substantially to CUENTs errors or system
changes, or relating to CUENT-modified portions of the Program or to portions of the
Program affected by CUENT -provided software, or diagnosis of problems reported
erroneously shall be performed by TlBURON in a timely manner and will be charged at the
Technical Service Rate, plus applicable travel and per diem expenses.
3. Client Responsibilities
CIlENT agrees to provide those services and facilities defined below which are necessary
for the provision of services by TlBURON under this Agreement. CIlENT and TlBURON
agree that the scope and schedule of services to be provided by TlBURON under this
Agreement depend upon the timely fulfillment of CIlENT responsibilities.
a) CIlENT shall assign a coordinator to ensure that CIlENTs duties set forth
in this Agreement are met, to coordinate appropriate schedules in connection
with TlBURON's services hereunder, and to provide other coordination
activities which are necessary for TlBURON to perform its services hereunder.
CIlENT shall maintain performance logs documenting trouble calls and
availability of on-line systems according to procedures provided by TlBURON.
b) ('J JP.NT shall assign individuals who arl; familiar with the Program and able
to provide on-site technical assistance as required by TlBURON to assist
TlBURON in performing its services hereunder. CIlENT personnel will
screen operational assistance calls and handle operational problems where
appropriate.
c) CUENT shall inform TlBURON in writing whenever CIlENT-applied
changes are made to Program, providing a description of such changes plus
updated source code upon request by TlBURON.
d) CUENT shall ensure that appropriate journal logs are copied onto tape daily,
that the appropriate data base is copied onto tape or disk weekly, and that full
tape backup is taken before and after each batch run which changes the data
base.
e) CIlENT shall (1) run file integrity programs and forward the results to
TlBURON, (2) print data base maps and forward them to TlBURON, and
(3) run the data base purge programs as required in order to maintain data
base efficiency and to limit file continuations.
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f) CUENT shall provide dial-in access to CUENTs computer, making it
accessible by TIBURON for remote service. CUENT is responsible for the
provision of all local equipment (dial-up modems, telephone termination,
communications port, etc.) required to support access by TIBURON.
TIBURON is responsible for remote equipment and all line charges. CUENT
shall also compile programs and run appropriate tests following each remote
access as requested by TIBURON. In the event that CUENT does not
comply with this provision, additional charges as specified in Exhibit A shall
apply.
g) CUENT shall provide a complete copy of production source code to
TIBURON, in a format compatible with TIBURON support environment, so
that TIBURON has ready access to the code for maintenance work. Complete
replacement copies shall be made available on a timely basis upon request by
TIBURON.
CUENT shall be responsible for storing a complete copy of production source
code off-site as an emergency backup.
h) CUENT shall meet with TIBURON as may be reasonably required to discuss
operational issues and the status of the Program and provide timely responses
to issues related to maintenance and Program performance raised in writing
by TIBURON. '
i) CUENT shall update and maintain the input data as may be required for
satisfactory Program operation, and be responsible for the accuracy of
n JP.NT-provided data.
4. Payment
CUENT shall make payments to TIBURON based on invoices submitted. Schedules and
amounts of invoices shall be determined in accordance with Exhibit A
5. Independent Contractor
Each party hereto, in performance of this Agreement, will be acting in its own capacity.
The employees or agents of one party shall not be deemed or construed to be the employees
or agents of the other party for any purpose whatsoever. TIBURON will be responsible for
payment of payroll taxes, unemployment insurance, and similar obligations with respect to
its own employees, and no deductions shall be made from payments due under this
Agreement for that or any other related reason.
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6. License
With respect to each change, correction, or enhancement to Program furnished to CUENT
under this Agreement, TIBURON grants to CIlENT a perpetual, non-exclusive, non-
assignable, non-transferable license to use such change, correction, or enhancement solely
as part of the Program.
7. Client Modifications
CUENT may modify the Program subject to prior approval by TIBURON of the change
to be made and the person or entity making such change.
8. Confidential Information
TIBURON shall regard all CT ,TF.NT files and data as CUENTs confidential information.
TIBURON shall not release said data to outside parties without written consent of CIlENT.
To the extent allowed by law, CT ,TF.NT shall regard all software and documentation
provided by TIBURON as confidential information. CUENT shall not release or provide
access to said data to outside parties without written consent of TIBURON.
9. Termination
,
This Agreement 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 any reason, the provisions relating to Confidential
Information and License shall survive.
10. Applicable Law
This Agreement shall be construed in accordance with and governed by the laws of the
State in which the CliENTs organization is primarily located.
11. Limitation of Liability and Remedies
a) Limited Warranty
While this Agreement is in effect, TIBURON warrants that all computer programs
developed or provided under this Agreement will conform to such applicable specifi-
cations as may be developed under this Agreement.
The above warranty is in lieu of all other warranties, express or implied, including
any warranty of merchantability or fitness for a particular purpose,
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b) Limitation of Damages and Remedy
TIBURON's liability hereunder for damages shall not exceed the annual maintenance
charge paid to TIBURON for the period in which the cause of action occurred. In
no event shall TIBURON be responsible for any indirect, consequential, incidental,
or tort damages.
12. Entire Contract
This Agreement sets forth the entire understanding between the parties as to the subject
matter hereof and merges all prior discussions between them, and neither party shall be
bound by any prior representations, conditions, understandings, or warranties except for
original system warranties or those expressly provided herein, or in any surviving terms of
prior written agreements between the parties hereto, or in any written agreements signed
by representatives of the parties on or subsequent to the date of this Agreement No
provision appearing on any form originated by CUENT shall have any force or effect unless
such provision is expressly accepted in writing and signed by a representative of TIBURON.
IN WI1NESS WHEREOF, the parties have hereunto set their hands on the dates set forth
below.
CLIENT:
TIBURON:
Signature of Authorized Representative
Signature of Authorized ReJlr-=sentative
Name
Name
Title
Title
Date
Date
:,!:>pROVED AS TO FORM
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EXHIBIT A
SCHEDULE OF SERVICES AND CHARGES
Basic Services
$12,000 per year
TIBURON will provide basic services as defined in the Statement of Work contained in the
body of this Agreement.
Support for RMS is from 6:00 a.m. to 5:30 p.m. Pacific Time, excluding weekends and
normal TIBURON holidays, unless the "24/7" Service Option is selected.
In all cases, call-out charges will apply as described below.
Basic Services also include the base membership dues for two voting memberships in the
Tiburon/PSW3 User Group.
~/7" Service Qption
$3,000 per year
RMS Program support hours are extended to 24-hour, 7-day support (including TIBURON
holidays). Applicable call-out charges continue to apply. If this option is not in force,
technical support requests outside of covered hours are charged at technical service rates
as defined below.
Software Upl!fade Qption
$3,000 per year
New software releases are provided for the CLIENTs version of the Support Software
(S/S) and Relational Data System (RDS) programs. Installation support may be selected
at normal technical service rates as listed below.
Prepaid Technical SUDDOrt Resource Pool
$
An annual dollar amount is allocated to a Technical Support Resource Pool. The charges
for Technical Support will be subtracted from this dollar amount as incurred. In this event,
any unused portion of this account may be carried over to the next contract year.
Additional TiburonIPSW3 User GrouJl Memberships $
In addition to the two voting memberships in the Tiburon/PSW3 User Group which is
included in Basic Services, up to three additional voting memberships may be purchased
for $175 each.
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The following charges shall be deducted from the Prepaid Technical Support Resource Pool,
or if that option is not available, they shall be invoiced to the CliENT as incurred.
1. Technical Service Rates
Technical support shall be charged at the following rates:
At TIBURON Facilities:
$80 per staff hour
At CliENT Site:
$90 per staff hour
A minimum of four (4) hours per occurrence will be charged for work conducted at
TIBURON facilities and a minimum of eight (8) hours at CliENT site for Technical
Services not covered under Basic Services or "24/7" Service Option as described
previously.
2. Materials, Travel and Per Diem Expenses
When applicable, all special materials, plus travel and per diem expenses shall be
charged to the cr .TF.NT at cost.
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 TIBURON holidays, will result in an additional call-out charge as
follows:
Off-Hour Call-Out Fee:
$250 per occurrence
No more than one ca1l-out fee will be billed per system per day.
4. Software Enhancement Preparation
Application program enhancements will be made available to CliENT if the
Software Upgrade Option is selected. For standard application program enhance-
ments, a fixed fee for normal preparation, tailoring, documentation updates, and
installation instructions shall be charged as follows:
Application Upgrades:
$500 per application
Any additional Technical Services required to support these upgrades will be charged
on a time and materials basis, per the schedules in Paragraphs 1 and 2 above. These
additional services include, but are not limited to, additional training, software
installation, data base modification, custom or extensive tailoring, and any control
and/or operating system modifications.
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5. No Remote Access
All charges in this Agreement are predicated on the CT TP.NT providing the required
hardware, software, and operating environment for dial-in service. If CLIENT does
not provide this support for dial-in service, the following additional charges will apply:
Police RMS
$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 shall be made based on invoices submitted in advance
on an annual basis for Basic Services and Options or as incurred for miscellaneous expenses.
Charges provided for in this section may be altered by TIBURON annually on the
anniversary date of the Agreement by giving 90 days' advance written notice of such
changes.
The amount of any tax, license, or permit fees, but not including taxes on income, that may
be imposed or levied upon this Agreement, the transaction, or the materials or services
delivered hereto, shall be added to each invoice and paid by CLIENT in addition to the
amounts shown above.
CIlENT shall pay each invoice within 30 days of receipt thereof.
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